EX-25.1 5 s3exhibit25.htm EXHIBIT 25.1 s3exhibit25.htm
 
EXHIBIT 25.1
 
 
 
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
(I.R.S. Employer
organization if not a U.S. national
Identification No.)
bank)
  
   
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)
_____________________________

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

PA
23-1721355
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
   
450 Winks Lane
  
Bensalem, PA
19020
(Address of principal executive offices)
(Zip Code)

_____________________________

Charming Shoppes, Inc. 1.125% Convertible Senior Notes due 2014
(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.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.
               
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 Philadelphia and State of Pennsylvania on the 17th day of August 2007.






 
WELLS FARGO BANK, NATIONAL ASSOCIATION
   
   
 
/S/ Marvin Kierstead
 
Marvin Kierstead
 
Vice President































             
               
    





EXHIBIT 6




August 17, 2007


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/ Marvin Kierstead
 
Marvin Kierstead
 
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 March 31, 2007, 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
  
$ 12,467
Interest-bearing balances
  
1,280
Securities:
    
Held-to-maturity securities
  
0
Available-for-sale securities
  
40,238
Federal funds sold and securities purchased under agreements to resell:
    
Federal funds sold in domestic offices
  
6,195
Securities purchased under agreements to resell
  
1,187
Loans and lease financing receivables:
    
Loans and leases held for sale
  
33,093
Loans and leases, net of unearned income
251,321
  
LESS: Allowance for loan and lease losses
2,151
  
Loans and leases, net of unearned income and allowance
  
249,170
Trading Assets
  
3,665
Premises and fixed assets (including capitalized leases)
  
4,173
Other real estate owned
  
657
Investments in unconsolidated subsidiaries and associated companies
  
392
Intangible assets
    
Goodwill
  
8,994
Other intangible assets
  
18,668
Other assets
  
16,668
   
 
Total assets
  
$396,847
     
LIABILITIES
    
Deposits:
    
In domestic offices
  
$269,773
Noninterest-bearing
75,101
  
Interest-bearing
194,672
  
In foreign offices, Edge and Agreement subsidiaries, and IBFs
  
43,580
Noninterest-bearing
6
  
Interest-bearing
43,574
  
Federal funds purchased and securities sold under agreements to repurchase:
    
Federal funds purchased in domestic offices
  
3,911
Securities sold under agreements to repurchase
  
6,114





             
               
    


 
Dollar Amounts
 
In Millions
   
Trading liabilities
2,328
Other borrowed money
  
(includes mortgage indebtedness and obligations under capitalized leases)
6,914
Subordinated notes and debentures
10,148
Other liabilities
14,055
 
 
Total liabilities
$356,823
   
Minority interest in consolidated subsidiaries
58
   
EQUITY CAPITAL
  
Perpetual preferred stock and related surplus
0
Common stock
520
Surplus (exclude all surplus related to preferred stock)
24,751
Retained earnings
14,239
Accumulated other comprehensive income
456
Other equity capital components
0
 
 
Total equity capital
39,966
 
 
Total liabilities, minority interest, and equity capital
$396,847

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.

Michael Loughlin
  
John Stumpf
Directors
Carrie Tolstedt