EX-25.1 6 e60936598ex25_1.htm EXHIBIT 25.1 - FORM T-1 e60936598ex25_1.htm
 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549
_____________________________

FORM T-1

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)

WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

A National Banking Association
 
94-1347393
(Jurisdiction of incorporation or
organization if not a U.S. national bank)
 
(I.R.S. Employer
Identification No.)
     
101 North Phillips Avenue
Sioux Falls, South Dakota
 
57104
(Address of principal executive offices)
 
(Zip code)


Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)
_____________________________

Cenveo Corporation
(Exact name of obligor as specified in its charter)

Delaware
 
84-1250534
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
     
One Canterbury Green
201 Broad Street
Stamford, Connecticut
 
06901
(Address of principal executive offices)
 
(Zip code)

_____________________________

8 7/8% Senior Second Lien Notes due 2018
(Title of the indenture securities)

 

 


 
 

 


Item 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.

 
Comptroller of the Currency
 
Treasury Department
 
Washington, D.C.

 
Federal Deposit Insurance Corporation
 
Washington, D.C.

 
Federal Reserve Bank of San Francisco
 
San Francisco, California 94120

 
(b)
Whether it is authorized to exercise corporate trust powers.

 
The trustee is authorized to exercise corporate trust powers.

Item 2.
Affiliations with Obligor.  If the obligor is an affiliate of the trustee, describe each such affiliation.

 
None with respect to the trustee.

Since the obligor is not in default no responses are required for Items 3-14.

Item 15.  Foreign Trustee.           Not applicable.

Item 16.  List of Exhibits.
List below all exhibits filed as a part of this Statement of Eligibility.

 
Exhibit 1.
A copy of the Articles of Association of the trustee now in effect.*

 
Exhibit 2.
A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**

 
Exhibit 3.
See Exhibit 2

 
Exhibit 4.
Copy of By-laws of the trustee as now in effect.***

 
Exhibit 5.
Not applicable.

 
Exhibit 6.
The consent of the trustee required by Section 321(b) of the Act.

 
Exhibit 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.

 
Exhibit 8.
Not applicable.

 
Exhibit 9.
Not applicable.



 
 

 

*      Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784-06.

**   Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of file number 022-28721.

*** Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of file number 333-125274.


 
 

 


SIGNATURE


Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, 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 24th day of February, 2010.




 
WELLS FARGO BANK, NATIONAL ASSOCIATION
 
     
     
 
/S/   Raymond Delli Colli
 
 
Raymond Delli Colli
 
 
Vice President
 


 
 

 


EXHIBIT 6




February 24, 2010



Securities and Exchange Commission
Washington, D.C.  20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.




 
Very truly yours,
 
     
 
WELLS FARGO BANK, NATIONAL ASSOCIATION
 
     
     
 
/S/   Raymond Delli Colli
 
 
Raymond Delli Colli
 
 
Vice President
 

 

 
 

 


EXHIBIT 7
 

Consolidated Report of Condition of

Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business December 31, 2009, filed in accordance with 12 U.S.C. §161 for National Banks.

   
Dollar Amounts
In Millions
ASSETS
   
Cash and balances due from depository institutions:
   
Noninterest-bearing balances and currency and coin
 
$ 19,272
Interest-bearing balances
 
29,528
Securities:
   
Held-to-maturity securities
 
0
Available-for-sale securities
 
81,918
Federal funds sold and securities purchased under agreements to resell:
   
Federal funds sold in domestic offices
 
6,471
Securities purchased under agreements to resell
 
1,241
Loans and lease financing receivables:
   
Loans and leases held for sale
 
28,147
Loans and leases, net of unearned income
376,557
 
LESS: Allowance for loan and lease losses
11,520
 
Loans and leases, net of unearned income and allowance
 
365,037
Trading Assets
 
7,574
Premises and fixed assets (including capitalized leases)
 
4,376
Other real estate owned
 
1,829
Investments in unconsolidated subsidiaries and associated companies
 
457
Direct and indirect investments in real estate ventures
 
46
Intangible assets
   
Goodwill
 
11,408
Other intangible assets
 
17,220
Other assets
 
34,254
     
Total assets
 
$608,778
     
LIABILITIES
   
Deposits:
   
In domestic offices
 
$414,131
Noninterest-bearing
91,246
 
Interest-bearing
322,885
 
In foreign offices, Edge and Agreement subsidiaries, and IBFs
 
57,745
Noninterest-bearing
1,313
 
Interest-bearing
56,432  
Federal funds purchased and securities sold under agreements to repurchase:
   
Federal funds purchased in domestic offices
 
6,921
Securities sold under agreements to repurchase
 
6,908
 
 

 

 
   
Dollar Amounts
In Millions
     
Trading liabilities
 
8,092
Other borrowed money
   
(includes mortgage indebtedness and obligations under capitalized leases)
 
20,733
Subordinated notes and debentures
 
11,006
Other liabilities
 
26,649
     
Total liabilities
 
$552,185
     
     
EQUITY CAPITAL
   
Perpetual preferred stock and related surplus
 
0
Common stock
 
520
Surplus (exclude all surplus related to preferred stock)
 
38,209
Retained earnings
 
17,234
Accumulated other comprehensive income
 
452
Other equity capital components
 
0
     
Total bank equity capital
 
56,415
Noncontrolling (minority) interests in consolidated subsidiaries
 
178
     
Total equity capital
 
56,593
     
Total liabilities, and equity capital
 
$608,778


I, Howard I. Atkins, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.


Howard I. Atkins
EVP & CFO

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 appropriate Federal regulatory authority and is true and correct.


John Stumpf                                                      Directors
Carrie Tolstedt
Michael Loughlin