EX-25 7 sptnstex25_081607.htm SPARTAN STORES, INC. EXHIBIT 25 TO FORM S-3 Spartan Stores Exhibit 25 to Form S-3 - 08-16-07

Exhibit 25

UNITED STATES
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)           | x |
___________________________

THE BANK OF NEW YORK TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

Delaware
(State of incorporation
if not a U.S. national bank)

95-3571558
(I.R.S. employer
identification no.)

   
   

700 South Flower Street, Suite 500
Los Angeles, California

(Address of principal executive offices)


90017
(Zip code)


Mildred Quinones-Holmes
Legal Department
The Bank of New York Trust Company, N.A.
One Wall Street, 29th Floor
New York, NY  10286
(212) 635-1889

(Name, address and telephone number of agent for service)
___________________________

SPARTAN STORES, INC.
(Exact name of obligor as specified in its charter)

Michigan
(State or other jurisdiction of
incorporation or organization)

38-0593940
(I.R.S. employer
identification no.)

   
   

850 76th Street SW, P.O. Box 8700
Grand Rapids, Michigan

(Address of principal executive offices)

49518
(Zip code)


______________________

3.375% Convertible Senior Notes due 2027
(Title of the indenture securities)
___________________________





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

     
 

Comptroller of the Currency -
United States Department of the
Treasury

Washington, D.C. 20219

     
 

Federal Reserve Bank

San Francisco, California 94105

     
 

Federal Deposit Insurance
Corporation

Washington, D.C. 20429


 

(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 articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 which is incorporated by reference).

     
 

2.

A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948 which is incorporated by reference).

     
 

3.

A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948 which is incorporated by reference).

     
 

4.

A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948 which is incorporated by reference).

     
 

5.

Not applicable.

     
 

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. 333-121948 which is incorporated by reference).

     
 

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.



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8.

Not applicable.

     
 

9.

Not applicable.

















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SIGNATURE


          Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a 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 Chicago, and State of Illinois, on the 14th day of August, 2007.


 

THE BANK OF NEW YORK TRUST COMPANY, N.A.

   
   
 

By:

/s/ Roxane Ellwanger
Roxane Ellwanger
Assistant Vice President












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EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

          At the close of business March 31, 2007, published in accordance with Federal regulatory authority instructions.


 

Dollar Amounts
in Thousands

ASSETS

 
   

Cash and balances due from

 

          depository institutions:

 

          Noninterest-bearing balances

 

            and currency and coin

   

2,391

          Interest-bearing balances

   

0

Securities:

     

          Held-to-maturity securities

   

40

          Available-for-sale securities

   

65,083

Federal funds sold and securities

     

          purchased under agreements to resell:

     

          Federal funds sold

   

48,400

          Securities purchased under agreements to resell

   

54,885

Loans and lease financing receivables:

     

          Loans and leases held for sale

   

0

          Loans and leases,
            net of unearned income

   


0

          LESS: Allowance for loan and
            lease losses

   


0

          Loans and leases, net of unearned
            income and allowance

   


0

Trading assets

   

0

Premises and fixed assets (including

     

          capitalized leases)

   

8,755

Other real estate owned

   

0

Investments in unconsolidated

     

          subsidiaries and associated

     

          companies

   

0

Not applicable

     

Intangible assets:

     

     Goodwill

   

924,236

     Other Intangible Assets

   

270,030

Other assets

   

143,616


Total assets

 

$


1,517,436






 

LIABILITIES

     
       

Deposits:

     

          In domestic offices

   

1,691

          Noninterest-bearing

   

1,691

          Interest-bearing

   

0

Not applicable

     

Federal funds purchased and securities

     

          sold under agreements to repurchase:

     

          Federal funds purchased

   

0

          Securities sold under agreements to repurchase

   

0

Trading liabilities

   

0

Other borrowed money:

     

          (includes mortgage indebtedness

     

          and obligations under capitalized

     

          leases)

   

118,691

Not applicable

     

Not applicable

     

Subordinated notes and debentures

   

0

Other liabilities

   

126,416

Total liabilities

   

246,798

Minority interest in consolidated subsidiaries

   

0

       

EQUITY CAPITAL

     
       

Perpetual preferred stock and related surplus

   

0

Common stock

   

1,000

Surplus (exclude all surplus related to preferred stock)

   

1,121,520

Retained earnings

   

148,100

Accumulated other comprehensive

     

          income

   

18

Other equity capital components

   

0

Total equity capital

   

1,270,638


Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)

   

1,517,436



          I, William J. Winkelmann, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

 

William J. Winkelmann   )

Vice President


          We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date 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 K. Klugman, President

)

 
 

Michael F. McFadden, MD

)

Directors (Trustees)

 

Frank P. Sulzberger, Vice President

)

 


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