Exhibit 25.1
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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 (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
VENATOR GROUP, INC.
(Exact name of obligor as specified in its charter)
New York 13-3513936
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
112 W. 34th Street
New York, New York 10120
(Address of principal executive offices) (Zip code)
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5.50% Convertible Subordinated Notes due 2008
(Title of the indenture securities)
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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.
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Name Address
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Superintendent of Banks of the State of 2 Rector Street, New York,
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 19th day of June, 2001.
THE BANK OF NEW YORK
By: /s/ THOMAS E. TABOR
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Name: THOMAS E. TABOR
Title: ASSISTANT VICE PRESIDENT
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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 December
31, 2000, published in accordance with a call made by the Federal Reserve
Bank of this District pursuant to the provisions of the Federal Reserve
Act.
Dollar Amounts
ASSETS In Thousands Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin.. $3,083,720
Interest-bearing balances........................... 4,949,333
Securities:
Held-to-maturity securities......................... 740,315
Available-for-sale securities....................... 5,328,981
Federal funds sold and Securities purchased under
agreements to resell................................ 5,695,708
Loans and lease financing receivables:
Loans and leases, net of unearned
income...............36,590,456
LESS: Allowance for loan and
lease losses............598,536
LESS: Allocated transfer risk
reserve........................12,575
Loans and leases, net of unearned income,
allowance, and reserve............................ 35,979,345
Trading Assets......................................... 11,912,448
Premises and fixed assets (including capitalized
leases)............................................. 763,241
Other real estate owned................................ 2,925
Investments in unconsolidated subsidiaries and
associated companies................................ 183,836
Customers' liability to this bank on acceptances
outstanding......................................... 424,303
Intangible assets...................................... 1,378,477
Other assets........................................... 3,823,797
Total assets........................................... $74,266,429
LIABILITIES
Deposits:
In domestic offices................................. $28,328,548
Noninterest-bearing.......................12,637,384
Interest-bearing..........................15,691,164
In foreign offices, Edge and Agreement
subsidiaries, and IBFs............................ 27,920,690
Noninterest-bearing..........................470,130
Interest-bearing..........................27,450,560
Federal funds purchased and Securities sold under
agreements to repurchase............................ 1,437,916
Demand notes issued to the U.S.Treasury................ 100,000
Trading liabilities.................................... 2,049,818
Other borrowed money:
With remaining maturity of one year or less......... 1,279,125
With remaining maturity of more than one year
through three years............................... 0
With remaining maturity of more than three years.... 31,080
Bank's liability on acceptances executed and
outstanding......................................... 427,110
Subordinated notes and debentures...................... 1,646,000
Other liabilities...................................... 4,604,478
Total liabilities...................................... $67,824,765
EQUITY CAPITAL
Common stock........................................... 1,135,285
Surplus................................................ 1,008,775
Undivided profits and capital reserves................. 4,308,492
Net unrealized holding gains (losses) on
available-for-sale securities....................... 27,768
Accumulated net gains (losses) on cash flow hedges 0
Cumulative foreign currency translation adjustments....
(38,656)
Total equity capital................................... 6,441,664
Total liabilities and equity capital................... $74,266,429
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
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
Alan R. Griffith
Gerald L. Hassell Directors
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