EX-25 13 a2057434zex-25.htm EXHIBIT 25 Prepared by MERRILL CORPORATION
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Exhibit 25



FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) / /


THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

     
New York   13-5160382
(State of incorporation if not a U.S. national bank)   (I.R.S. employer identification no.)
     
One Wall Street, New York, N.Y.   10286
(Address of principal executive offices)   (Zip code)
     
     

UNIVISION COMMUNICATIONS INC.
(Exact name of obligor as specified in its charter)

     
Delaware   95-4398884
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)

   


 

 

 
Sunshine Acquisition Corp.
(Exact name of obligor as specified in its charter)

California

 

95-4365851
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)

 

 

 
Sunshine Acquisition L.P.
(Exact name of obligor as specified in its charter)

California

 

95-4399747
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)

 

 

 
The Univision Network Limited Partnership
(Exact name of obligor as specified in its charter)

Delaware

 

95-4399333
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)

 

 

 
PTI Holdings Inc.
(Exact name of obligor as specified in its charter)

Delaware

 

95-4398881
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)

 

 

 
Univision Television Group, Inc.
(Exact name of obligor as specified in its charter)

Delaware

 

95-4398877
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)

 

 

 
KWEX License Partnership, G.P.
(Exact name of obligor as specified in its charter)

California

 

N/A
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)

–2–



 

 

 

KUVN License Partnership, G.P.
(Exact name of obligor as specified in its charter)

California

 

N/A
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)

 

 

 
KMEX License Partnership, G.P.
(Exact name of obligor as specified in its charter)

California

 

N/A
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)

 

 

 
KDTV License Partnership, G.P.
(Exact name of obligor as specified in its charter)

California

 

N/A
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)

 

 

 
KFTV License Partnership, G.P.
(Exact name of obligor as specified in its charter)

California

 

N/A
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)

 

 

 
KTVW License Partnership, G.P.
(Exact name of obligor as specified in its charter)

California

 

N/A
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)

 

 

 
KXLN License Partnership, G.P.
(Exact name of obligor as specified in its charter)

California

 

N/A
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)

 

 

 
WGBO License Partnership, G.P.
(Exact name of obligor as specified in its charter)

California

 

N/A
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)

–3–



 

 

 
WXTV License Partnership, G.P.
(Exact name of obligor as specified in its charter)

California

 

N/A
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)

 

 

 
WLTV License Partnership, G.P.
(Exact name of obligor as specified in its charter)

California

 

N/A
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)

 

 

 
KUVS License Partnership, G.P.
(Exact name of obligor as specified in its charter)

California

 

N/A
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)

 

 

 
KUVI License Partnership, G.P.
(Exact name of obligor as specified in its charter)

California

 

N/A
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)

 

 

 
Galavision, Inc.
(Exact name of obligor as specified in its charter)

Delaware

 

95-4596951
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)

 

 

 
Univision-EV Holdings, LLC
(Exact name of obligor as specified in its charter)

Delaware

 

94-3355929
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)

 

 

 
Univision Online, Inc.
(Exact name of obligor as specified in its charter)

Delaware

 

13-4078167
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)

–4–



 

 

 
Univision Music, Inc
(Exact name of obligor as specified in its charter)

Delaware

 

95-4853455
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)

 

 

 
Telefutura
(Exact name of obligor as specified in its charter)

Delaware

 

95-4862792
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)

 

 

 
Univision of Dallas, Inc
(Exact name of obligor as specified in its charter)

Delaware

 

N/A
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)

 

 

 
Univision of Atlanta Inc.
(Exact name of obligor as specified in its charter)

Delaware

 

N/A
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)

 

 

 
Univision of Hollywood, Florida Inc.
(Exact name of obligor as specified in its charter)

Delaware

 

N/A
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)

 

 

 
Univision Spanish Media Inc.
(Exact name of obligor as specified in its charter)

Delaware

 

N/A
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)

 

 

 
Station Works, LLC
(Exact name of obligor as specified in its charter)

Delaware

 

33-0975456
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)

–5–



 

 

 
Univision Partnership of Dallas
(Exact name of obligor as specified in its charter)

Delaware

 

N/A
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)

 

 

 
Univision Partnership of Atlanta
(Exact name of obligor as specified in its charter)

Delaware

 

N/A
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)

 

 

 
Univision Partnership of Hollywood, Florida
(Exact name of obligor as specified in its charter)

Delaware

 

N/A
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)

 

 

 
Univision of Puerto Rico Inc.
(Exact name of obligor as specified in its charter)

Delaware

 

N/A
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)

 

 

 
Univision of New Jersey, Inc.
(Exact name of obligor as specified in its charter)

Delaware

 

N/A
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)

–6–



 

 

 
Univision Partnership of New Jersey
(Exact name of obligor as specified in its charter)

Delaware

 

N/A
(State or other jurisdiction of incorporation or organization)   (I.R.S. employer identification no.)

1999 Avenue of the Stars, Suite 3050
Los Angeles, California

 

90067
(Address of principal executive offices)   (Zip Code)

 

 

 
7.85% Senior Subordinated Notes due 2011
(Title of the indenture securities)


–7–


    1.
    General information. Furnish the following information as to the Trustee:

    (a)
    Name and address of each examining or supervising authority to which it is subject.


Name   Address


Superintendent of Banks of the State of New York

 

2 Rector Street, New York, N.Y. 10006, and Albany, N.Y. 12203

Federal Reserve Bank of New York

 

33 Liberty Plaza, New York, N.Y. 10045

Federal Deposit Insurance Corporation

 

Washington, D.C. 20429

New York Clearing House Association

 

New York, New York 10005
      (b)
      Whether it is authorized to exercise corporate trust powers.

        Yes.

    2.
    Affiliations with Obligor.

      If the obligor is an affiliate of the trustee, describe each such affiliation.

        None.

    16.
    List of Exhibits.

      Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

      1.
      A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)

      4.
      A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.)

      6.
      The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)

      7.
      A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

        SIGNATURE

    Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 3rd day of October 2001

    THE BANK OF NEW YORK

 

 

By:

 

/s/ STACEY POINDEXTER

Name: STACEY POINDEXTER
Title: ASSISTANT TREASURER

–2–



EXHIBIT 7

    Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2001, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
ASSETS

  Dollar Amounts In Thousands
Cash and balances due from depository institutions:      

Noninterest-bearing balances and currency and coin

 

$

2,811,275

Interest-bearing balances

 

 

3,133,222

Securities:

 

 

 

Held-to-maturity securities

 

 

147,185

Available-for-sale securities

 

 

5,403,923

Federal funds sold and Securities purchased under agreements to resell

 

 

3,378,526

Loans and lease financing receivables:

 

 

 

Loans and leases held for sale

 

 

74,702

Loans and leases, net of unearned income

 

 

37,471,621

LESS: Allowance for loan and lease losses

 

 

599,061

Loans and leases, net of unearned income and allowance

 

 

36,872,560

Trading Assets

 

 

11,757,036

Premises and fixed assets (including capitalized leases)

 

 

768,795

Other real estate owned

 

 

1,078

Investments in unconsolidated subsidiaries and associated companies

 

 

193,126

Customers' liability to this bank on acceptances outstanding

 

 

592,118

Intangible assets

 

 

 

Goodwill

 

 

1,300,295

Other intangible assets

 

 

122,143

Other assets

 

 

3,676,375

 

 



Total assets

 

$

70,232,359

 

 




LIABILITIES

 

 

 

Deposits:

 

 

 

In domestic offices

 

$

25,962,242

Noninterest-bearing

 

 

10,586,346

Interest-bearing

 

 

15,395,896

In foreign offices, Edge and Agreement subsidiaries, and IBFs

 

 

24,862,377

Noninterest-bearing

 

 

373,085

Interest-bearing

 

 

24,489,292

Federal funds purchased and securities sold under agreements to repurchase

 

 

1,446,874

Trading liabilities

 

 

2,373,361

Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)

 

 

1,381,512

Bank's liability on acceptances executed and outstanding

 

 

592,804

Subordinated notes and debentures

 

 

1,646,000

Other liabilities

 

 

5,373,065

 

 



Total liabilities

 

$

63,658,235

 

 



EQUITY CAPITAL

 

 

 

Common stock

 

 

1,135,284

Surplus

 

 

1,008,773

Retained earnings

 

 

4,426,033

Accumulated other comprehensive income

 

 

4,034

Other equity capital components

 

 

0

 

 



Total equity capital

 

 

6,574,124

 

 



Total liabilities and equity capital

 

$

70,232,359

 

 


    I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief.

Thomas J. Mastro,
Senior Vice President and Comptroller

    We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true and correct.


Thomas A. Renyi

 

 
Gerald L. Hassell   Directors
Alan R. Griffith    



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Exhibit 25
EXHIBIT 7