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Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 1.14M
Business-Combination Transaction
10: EX-3.10 Articles of Incorporation/Organization or By-Laws HTML 45K
11: EX-3.11 Articles of Incorporation/Organization or By-Laws HTML 34K
12: EX-3.12 Articles of Incorporation/Organization or By-Laws HTML 43K
13: EX-3.13 Articles of Incorporation/Organization or By-Laws HTML 54K
14: EX-3.14 Articles of Incorporation/Organization or By-Laws HTML 27K
15: EX-3.15 Articles of Incorporation/Organization or By-Laws HTML 54K
16: EX-3.16 Articles of Incorporation/Organization or By-Laws HTML 76K
17: EX-3.17 Articles of Incorporation/Organization or By-Laws HTML 113K
18: EX-3.18 Articles of Incorporation/Organization or By-Laws HTML 40K
19: EX-3.19 Articles of Incorporation/Organization or By-Laws HTML 40K
2: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 37K
20: EX-3.20 Articles of Incorporation/Organization or By-Laws HTML 38K
21: EX-3.21 Articles of Incorporation/Organization or By-Laws HTML 37K
22: EX-3.22 Articles of Incorporation/Organization or By-Laws HTML 30K
23: EX-3.23 Articles of Incorporation/Organization or By-Laws HTML 45K
24: EX-3.24 Articles of Incorporation/Organization or By-Laws HTML 40K
25: EX-3.25 Articles of Incorporation/Organization or By-Laws HTML 52K
3: EX-3.3 Articles of Incorporation/Organization or By-Laws HTML 46K
4: EX-3.4 Articles of Incorporation/Organization or By-Laws HTML 50K
5: EX-3.5 Articles of Incorporation/Organization or By-Laws HTML 54K
6: EX-3.6 Articles of Incorporation/Organization or By-Laws HTML 58K
7: EX-3.7 Articles of Incorporation/Organization or By-Laws HTML 32K
8: EX-3.8 Articles of Incorporation/Organization or By-Laws HTML 54K
9: EX-3.9 Articles of Incorporation/Organization or By-Laws HTML 41K
26: EX-4.2 Instrument Defining the Rights of Security Holders HTML 52K
27: EX-4.3 Instrument Defining the Rights of Security Holders HTML 49K
28: EX-4.4 Instrument Defining the Rights of Security Holders HTML 48K
29: EX-5.1 Opinion re: Legality HTML 37K
30: EX-5.2 Opinion re: Legality HTML 30K
31: EX-8.1 Opinion re: Tax Matters HTML 24K
32: EX-10.46 Material Contract HTML 33K
33: EX-10.47 Material Contract HTML 34K
34: EX-12.1 Statement re: Computation of Ratios HTML 76K
35: EX-21.1 Subsidiaries of the Registrant HTML 34K
36: EX-23.3 Consent of Experts or Counsel HTML 18K
37: EX-25.1 Statement re: Eligibility of Trustee HTML 67K
38: EX-99.1 Miscellaneous Exhibit HTML 183K
39: EX-99.2 Miscellaneous Exhibit HTML 50K
40: EX-99.3 Miscellaneous Exhibit HTML 31K
41: EX-99.4 Miscellaneous Exhibit HTML 27K
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) o
U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
31-0841368
I.R.S. Employer Identification No.
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800 Nicollet Mall Minneapolis, Minnesota |
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55402 |
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(Address of principal executive offices) |
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(Zip Code) |
U.S. Bank National Association
150 Fourth Avenue North, 2nd Floor
(615) 251-0733
(Name, address and telephone number of agent for service)
FIFTH & PACIFIC COMPANIES, INC.
(Issuer with respect to the Securities)
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Delaware |
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13-2842791 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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1441 Broadway |
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10018 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
10.50% Senior Secured Notes Due 2019
(Title of the Indenture Securities)
FORM T-1
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
Washington, D.C.
b) Whether it is authorized to exercise corporate trust powers.
Yes
Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.
None
Items 3-15 Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.
Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.
1. A copy of the Articles of Association of the Trustee.*
2. A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.
3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3.
4. A copy of the existing bylaws of the Trustee.**
5. A copy of each Indenture referred to in Item 4. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.
7. Report of Condition of the Trustee as of June 30, 2012 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.
* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
** Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-166527 filed on May 5, 2010.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. 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 and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Nashville, State of Tennessee on the 30th of October, 2012.
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By: |
/s/ Wally Jones |
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Vice President |
Exhibit 2
Comptroller of the Currency
Administrator of National Banks
CERTIFICATE OF CORPORATE EXISTENCE
I, Thomas J. Curry, Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.
2. “U.S.Bank National Association,” Cincinnati, Ohio (Charter No.24), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate.
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IN TESTIMONY WHEREOF, today, May 9, 2012, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S Department of the Treasury, in City of Washington, District of Columbia. |
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/s/ Thomas J. Curry | |
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Comptroller of the Currency |
Exhibit 3
Comptroller of the Currency
Administrator of National Banks
CERTIFICATION OF FIDUCIARY POWERS
I, John Walsh, Acting Comptroller of the Currency, do hereby certify that:
1. The Office of the Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.
2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat. 668, 12 USC 92a, and that the authority so granted remains in full force and effect on the date of this certificate.
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IN TESTIMONY WHEREOF, today, September 14, 2011, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the city of Washington, District of Columbia. |
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/s/ John Walsh | |
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Acting Comptroller of the Currency |
Exhibit 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
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Dated: October 30, 2012 |
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By: |
/s/ Wally Jones |
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Vice President |
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 6/30/2012
($000’s)
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6/30/2012 |
| |
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Assets |
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|
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Cash and Balances Due From Depository Institutions |
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$ |
15,399,893 |
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Securities |
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72,720,824 |
| |
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Federal Funds |
|
75,584 |
| |
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Loans & Lease Financing Receivables |
|
211,830,660 |
| |
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Fixed Assets |
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5,286,747 |
| |
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Intangible Assets |
|
12,383,063 |
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Other Assets |
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25,125,941 |
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Total Assets |
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$ |
342,822,712 |
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|
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|
| |
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Liabilities |
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|
| |
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Deposits |
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$ |
245,043,009 |
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Fed Funds |
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6,587,299 |
| |
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Treasury Demand Notes |
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0 |
| |
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Trading Liabilities |
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937,898 |
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Other Borrowed Money |
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35,563,317 |
| |
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Acceptances |
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0 |
| |
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Subordinated Notes and Debentures |
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5,829,815 |
| |
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Other Liabilities |
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11,359,611 |
| |
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Total Liabilities |
|
$ |
305,320,949 |
|
|
|
|
|
| |
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Equity |
|
|
| |
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Minority Interest in Subsidiaries |
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$ |
2,015,054 |
|
|
Common and Preferred Stock |
|
18,200 |
| |
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Surplus |
|
14,133,323 |
| |
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Undivided Profits |
|
21,335,186 |
| |
|
Total Equity Capital |
|
$ |
37,501,763 |
|
|
|
|
|
| |
|
Total Liabilities and Equity Capital |
|
$ |
342,822,712 |
|
| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 1/18/13 | 3, 8-K | ||
| 10/30/12 | ||||
| 6/30/12 | 10-Q | |||
| 5/9/12 | ||||
| 9/14/11 | ||||
| 5/5/10 | ||||
| 11/15/05 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/08/13 SEC UPLOAD¶ 10/05/17 1:267K Adelington Design Group, Inc. |
