EXHIBIT 25.1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM T-1
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STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
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CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2) |__|
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SUNTRUST BANK
(Exact name of trustee as specified in its charter)
GEORGIA 58-0466330
(State of incorporation or organization (I.R.S. employer identification no.)
if not a U.S. national bank)
303 PEACHTREE STREET 30303
SUITE 300 (Zip Code)
ATLANTA, GEORGIA
(Address of principal executive offices)
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JACK ELLERIN
SUNTRUST BANK
25 PARK PLACE, N.E.
24TH FLOOR
ATLANTA, GEORGIA 30303-2900
404-588-7296
(Name, address and telephone number of agent for service)
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BROWN SHOE COMPANY, INC.
NEW YORK 43-0197190
(State or other jurisdiction of (IRS employer identification no.)
incorporation or organization)
8300 MARYLAND AVENUE 63105
ST. LOUIS, MISSOURI (Zip Code)
(Address of principal executive offices)
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SIDNEY RICH ASSOCIATES, INC.
MISSOURI 43-0910619
(State or other jurisdiction of (IRS employer identification no.)
incorporation or organization)
8300 MARYLAND AVENUE 63105
ST. LOUIS, MISSOURI (Zip Code)
(Address of principal executive offices)
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BROWN GROUP RETAIL, INC.
PENNSYLVANIA 25-1323027
(State or other jurisdiction of (IRS employer identification no.)
incorporation or organization)
8300 MARYLAND AVENUE 63105
ST. LOUIS, MISSOURI (Zip Code)
(Address of principal executive offices)
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BROWN SHOE INTERNATIONAL CORP.
DELAWARE 43-1375891
(State or other jurisdiction of (IRS employer identification no.)
incorporation or organization)
8300 MARYLAND AVENUE 63105
ST. LOUIS, MISSOURI (Zip Code)
(Address of principal executive offices)
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BUSTER BROWN & CO.
MISSOURI 43-1661024
(State or other jurisdiction of (IRS employer identification no.)
incorporation or organization)
8300 MARYLAND AVENUE 63105
ST. LOUIS, MISSOURI (Zip Code)
(Address of principal executive offices)
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BENNETT FOOTWEAR GROUP LLC
DELAWARE 04-3437154
(State or other jurisdiction of (IRS employer identification no.)
incorporation or organization)
8300 MARYLAND AVENUE 63105
ST. LOUIS, MISSOURI (Zip Code)
(Address of principal executive offices)
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BENNETT FOOTWEAR RETAIL LLC
DELAWARE 20-0754939
(State or other jurisdiction of (IRS employer identification no.)
incorporation or organization)
8300 MARYLAND AVENUE 63105
ST. LOUIS, MISSOURI (Zip Code)
(Address of principal executive offices)
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BROWN SHOE COMPANY OF CANADA LTD.
CANADA N/A
(State or other jurisdiction of (IRS employer identification no.)
incorporation or organization)
1857 ROGERS ROAD N/A
PERTH, ONTARIO, CANADA (Zip Code)
K7H3ER8
(Address of principal executive offices)
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8 3/4% SENIOR NOTES DUE 2012
(Title of the indenture securities)
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1. General information.
Furnish the following information as to the trustee -
Name and address of each examining or supervising authority to
which it is subject.
DEPARTMENT OF BANKING AND FINANCE
STATE OF GEORGIA
2990 BRANDYWINE ROAD, SUITE 200
ATLANTA, GEORGIA 30341-5565
FEDERAL RESERVE BANK OF ATLANTA
1000 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30309-4470
FEDERAL DEPOSIT INSURANCE CORPORATION
550 SEVENTEENTH STREET, N.W.
WASHINGTON, D.C. 20429-9990
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.
3-12 NO RESPONSES ARE INCLUDED FOR ITEMS 3 THROUGH 12. RESPONSES TO THOSE
ITEMS ARE NOT REQUIRED BECAUSE, AS PROVIDED IN GENERAL INSTRUCTION B
AND AS SET FORTH IN ITEM 13(b), THE OBLIGOR IS NOT IN DEFAULT ON ANY
SECURITIES ISSUED UNDER INDENTURES UNDER WHICH SUNTRUST BANK IS A
TRUSTEE.
13. Defaults by the Obligor.
(a) State whether there is or has been a default with respect to
the securities under this indenture. Explain the nature of any
such default.
THERE IS NOT AND HAS NOT BEEN ANY DEFAULT UNDER THIS INDENTURE.
(b) If the trustee is a trustee under another indenture under
which any other securities, or certificates of interest or
participation in any other securities, of the obligor are
outstanding, or is trustee for more than one outstanding
series of securities under the indenture, state whether there
has been a default under any such indenture or series,
identify the indenture or series affected, and explain the
nature of any such default.
THERE HAS NOT BEEN ANY SUCH DEFAULT.
14-15 NO RESPONSES ARE INCLUDED FOR ITEMS 14 AND 15. RESPONSES TO THOSE ITEMS
ARE NOT REQUIRED BECAUSE, AS PROVIDED IN GENERAL INSTRUCTION B AND AS
SET FORTH IN ITEM 13(b), THE OBLIGOR IS NOT IN DEFAULT ON ANY
SECURITIES ISSUED UNDER INDENTURES UNDER WHICH SUNTRUST BANK IS A
TRUSTEE.
16. List of Exhibits.
List below all exhibits filed as a part of this statement of
eligibility; exhibits identified in parentheses are filed with the
Commission and are incorporated herein by reference as exhibits hereto
pursuant to Rule 7a-29 under the Trust Indenture Act of 1939, as
amended, and Rule 24 of the Commission's Rules of Practice.
(1) A copy of the Articles of Amendment and Restated Articles of
Incorporation of the trustee as now in effect. (Exhibit 1 to
Form T-1, Registration Statement No. 333-104621 filed by
AMVESCAP PLC).
(2) A copy of the certificate of authority of the trustee to
commence business. (Exhibits 2 and 3 to Form T-1, filed with
Registration Statement No. 333-32106 filed by Sabre Holdings
Corporation).
(3) A copy of the authorization of the trustee to exercise
corporate trust powers. (Exhibits 2 and 3 to Form T-1, filed
with Registration Statement No. 333-32106 filed by Sabre
Holdings Corporation).
(4) A copy of the existing by-laws of the trustee. (Exhibit 4 to
Form T-1, filed with Registration Statement No. 333-104621
filed by AMVESCAP PLC).
(5) Not applicable.
(6) The consent of the trustee required by Section 321(b) of the
Trust Indenture Act of 1939.
(7) A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority as of the close of business
on December 31, 2004.
(8) Not applicable.
(9) Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, SunTrust Bank, a banking corporation organized and existing under the
laws of the State of Georgia, has duly caused this statement of eligibility and
qualification to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Atlanta and the State of Georgia, on the 13th day
of May, 2005.
SUNTRUST BANK
By: /s/ Jack Ellerin
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Jack Ellerin
Vice President
EXHIBIT 1 TO FORM T-1
ARTICLES OF INCORPORATION
OF
SUNTRUST BANK
(Incorporated by reference to Exhibit 1 to Form T-1,
Registration Statement No. 333-104621 filed by AMVESCAP PLC).
EXHIBIT 2 TO FORM T-1
CERTIFICATE OF AUTHORITY
OF
SUNTRUST BANK TO COMMENCE BUSINESS
(Incorporated by reference to Exhibit 2 to Form T-1,
Registration Statement No. 333-32106 filed by Sabre Holdings Corporation).
EXHIBIT 3 TO FORM T-1
AUTHORIZATION
OF
SUNTRUST BANK TO EXERCISE
CORPORATE TRUST POWERS
(Incorporated by reference to Exhibits 2 and 3 to Form T-1,
Registration Statement No. 333-32106 filed by Sabre Holdings Corporation).
EXHIBIT 4 TO FORM T-1
BY-LAWS
OF
SUNTRUST BANK
(Incorporated by reference to Exhibit 4 to Form T-1,
Registration Statement No. 333-104621 filed by AMVESCAP PLC).
EXHIBIT 5 TO FORM T-1
(INTENTIONALLY OMITTED. NOT APPLICABLE.)
EXHIBIT 6 TO FORM T-1
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939 in connection with the proposed issuance of the 8 3/4% Senior Notes
due 2012 of Brown Shoe Company, Sidney Rich Associates, Inc., Brown Group
Retail, Inc., Brown Shoe International Corp., Buster Brown & Co., Bennett
Footwear Group LLC, Bennett Footwear Retail LLC, Brown Shoe Company of Canada
Ltd, SunTrust Bank hereby consents that reports of examinations by Federal,
State, Territorial or District Authorities may be furnished by such authorities
to the Securities and Exchange Commission upon request therefor.
SUNTRUST BANK
By: /s/ Jack Ellerin
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Jack Ellerin
Vice President
Dated: May 13, 2005
EXHIBIT 7 TO FORM T-1
REPORT OF CONDITION
(ATTACHED)
SUNTRUST BANK
ATLANTA, GA 30302 FIEC 031
FDIC CERTIFICATE NUMBER: 00867
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 2004
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
Dollar Amounts in Thousands
<Table>
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A): RCFD
a. Non-interest bearing balances and currency and coin (1) 0081 3,597,768 1.a
b. Interest-bearing balances (2) 0071 19,303 1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D) 1773 20,546,491 2.b
3. Federal funds sold and securities purchased under agreements to resell: RCON
a. Federal funds sold in domestic offices B987 2,338,975 3.a
RCFD
b. Securities purchased under agreements to resell (3) B989 3,485,599 3.b
4. Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale 5369 6,352,651 4.a
b. Loans and leases, net of unearned income B528 86,738,792 4.b
c. LESS: Allowance for loan and lease losses 3123 873,107 4.c
d. Loans and leases, net of unearned income and allowance (item 4.b
minus 4.c) B529 85,865,685 4.d
5. Trading assets (from Schedule RC-D) 3545 1,601,923 5
6. Premises and fixed assets (including capitalized leases) 2145 1,418,420 6
7. Other real estate owned (from Schedule RC-M) 2150 18,311 7
8. Investments in unconsolidated subsidiaries and associated companies (from
Schedule RC-M) 2130 0 8
9. Customers' liability to this bank on acceptances outstanding 2155 12,031 9
</Table>
<Table>
10. Intangible assets: 10
a. Goodwill 3163 886,405 10.a
b. Other intangible assets from Schedule RC-M 426 603,063 10.b
11. Other assets (from Schedule RC-F) 2160 4,033,475 11
12. Total assets (sum of items 1 through 11) 2170 130,780,100 12
</Table>
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(1) Includes cash items in process of collection and unposted debits.
(2) Include time certificates of deposit not held for trading.
(3) Includes all securities resale agreements in domestic and foreign
offices, regardless of maturity.
SUNTRUST BANK
ATLANTA, GA 30302 FIEC 031
FDIC CERTIFICATE NUMBER: 00867
SCHEDULE RC--CONTINUED
Dollar Amounts in Thousands
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<Table>
LIABILITIES
13. Deposits: RCON
a. In domestic offices (sum of totals of columns A
and C from Schedule RC-E, part I): 2200 82,901,074 3.a
(1) Noninterest-bearing (1) 6631 8,792,757 13.a.1
(2) Interest-bearing 6636 74,108,317 13.a.2
b. In foreign offices, Edge and Agreement
subsidiaries, and IBFs RCFN
(from Schedule RC-E, part II) 2200 5,863,076 13.b
(1) Noninterest-bearing 6631 0 13.b.1
(2) Interest-bearing 6636 5,863,076 13.b.2
14. Federal funds purchased and securities sold under agreements to repurchase: RCON
a. Federal funds purchased in domestic offices (2) B993 3,816,397 14.a
RCFD
b. Securities sold under agreements to repurchase (3) B995 7,481,315 14.b
15. Trading liabilities (from Schedule RC-D) 3548 838,387 15
16. Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases) (from Schedule RC-M) 3190 14,256,714 16
17. Not applicable
18. Bank's liability on acceptances executed and outstanding 2920 12,031 18
19. Subordinated notes and debentures (4) 3200 2,349,457 19
20. Other liabilities (from Schedule RC-G) 2930 2,420,753 20
21. Total liabilities (sum of items 13 through 20) 2948 119,939,204 21
22. Minority interest in consolidated subsidiaries 3000 967,314 22
EQUITY CAPITAL
</Table>
<Table>
23. Perpetual preferred stock and related surplus 3838 0 23
24. Common stock 3230 21,600 24
25. Surplus (exclude all surplus related to preferred stock) 3839 3,245,229 25
26. a. Retained earnings 3632 5,941,169 26.a
b. Accumulated other comprehensive income (5) B530 665,584 26.b
27. Other equity capital components (6) A130 0 27
28. Total equity capital (sum of items 23 through 27) 3210 9,873,582 28
29. Total liabilities, minority interest, and equity capital (sum of items 21,
22 and 28) 3300 130,780,100 29
MEMORANDUM TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION.
1. Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed for RCFD Number
the bank by independent external auditors as of any date during 2003 6724 N/A M.1
</Table>
<Table>
1= Independent audit of the bank conducted in 4= Directors' examination of the bank conducted
accordance with generally accepted auditing in accordance with generally accepted auditing
standards by a certified public accounting standards by a certified public accounting
firm which submits a report on the bank firm (may be required by state chartering
authority)
2= Independent audit of the bank's parent holding 5= Directors' examination of the bank performed
company conducted in accordance with generally by other external auditors (may be required by
accepted auditing standards by a certified state chartering authority)
public accounting firm which submits a report
on the consolidated holding company (but not 6= Review of the bank's financial statements by
on the bank separately) external auditors
3= Attestation on bank management's assertion on 7= Compilation of the bank's financial statements
the effectiveness of the bank's internal by external auditors
control over financial reporting by a
certified public accounting firm 8= Other audit procedures (excluding tax
preparation work)
9= No external audit work
</Table>
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(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Report overnight Federal Home Loan Bank advances in Schedule RC, item
16, "other borrowed money."
(3) Includes all securities repurchase agreements in domestic and foreign
offices, regardless of maturity.
(4) Includes limited-life preferred stock and related surplus.
(5) Includes net unrealized holding gains (losses) on available-for-sale
securities, accumulated net gains (losses) on cash flow hedges,
cumulative foreign currency translation adjustments, and minimum
pension liability adjustments.
(6) Includes treasury stock and unearned Employee Stock Ownership Plan
Shares.
EXHIBIT 8 TO FORM T-1
(INTENTIONALLY OMITTED. NOT APPLICABLE.)
EXHIBIT 9 TO FORM T-1
(INTENTIONALLY OMITTED. NOT APPLICABLE.)