Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Simmons Company HTML 1.68M
2: EX-3.1 EX-3.1 Amended and Restated Certificate on 11 37K
Incorporation of Simmons Company
3: EX-3.1.1 EX-3.1.1 Certificate of Amendment to the Amended 1 10K
and Restated Certificate of
Incorporation
4: EX-3.3 EX-3.3 By-Laws of Simmons Company 12 41K
5: EX-4.2 EX-4.2 Indenture Dated December 15, 2004 113 562K
6: EX-4.3 EX-4.3 Exchange and Registration Rights Agreement 33 142K
7: EX-12.1 EX-12.1 Computation of Ratio of Earnings to Fixed 1 11K
Charges
8: EX-21.1 EX-21.1 Subsidiaries of Simmons Company 1 8K
9: EX-23.1 EX-23.1 Consent of Pricewaterhousecoopers LLP 1 7K
10: EX-23.3 EX-23.3 Consent of Houlihan Lokey Howard & Zukin 1 8K
Financial Advisors, Inc.
11: EX-25.1 EX-25.1 Statement of Eligibility of Trustee on 7 28K
Form T-1
EX-25.1 — EX-25.1 Statement of Eligibility of Trustee on Form T-1
Exhibit Table of Contents
EXHIBIT 25.1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
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[ ] 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)
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SIMMONS COMPANY
(Exact name of obligor as specified in its charter)
DELAWARE 20-0646221
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE CONCOURSE PARKWAY, SUITE 800
ATLANTA, GEORGIA 30328
(Address of principal executive offices) (Zip code)
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10% SENIOR DISCOUNT NOTES DUE 2014
(Title of the indenture securities)
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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 T-3 dated March 3, 2004
of Trans-Lux Corporation 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 T-3 dated March 3, 2004
of Trans-Lux Corporation 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 T-3 dated March 3, 2004
of Trans-Lux Corporation file number 022-28721.
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 Middletown and State
of Connecticut on the 12th day of April 2005.
WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ Joseph P. O'Donnell
--------------------------------------
Joseph P. O'Donnell
Assistant Vice President
EXHIBIT 6
April 12, 2005
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/ Joseph P. O'Donnell
-------------------------------------------
Joseph P. O'Donnell
Assistant 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, 2004, filed in accordance with 12 U.S.C.
Section 161 for National Banks.
[Enlarge/Download Table]
Dollar Amounts
In Millions
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ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin $ 12,653
Interest-bearing balances 3,281
Securities:
Held-to-maturity securities 0
Available-for-sale securities 28,571
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices 2,544
Securities purchased under agreements to resell 1,114
Loans and lease financing receivables:
Loans and leases held for sale 33,027
Loans and leases, net of unearned income 246,371
LESS: Allowance for loan and lease losses 2,428
Loans and leases, net of unearned income and allowance 243,943
Trading Assets 7,177
Premises and fixed assets (including capitalized leases) 3,386
Other real estate owned 134
Investments in unconsolidated subsidiaries and associated companies 343
Customers' liability to this bank on acceptances outstanding 137
Intangible assets
Goodwill 8,614
Other intangible assets 8,582
Other assets 12,750
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Total assets $ 366,256
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LIABILITIES
Deposits:
In domestic offices $ 264,717
Noninterest-bearing 78,210
Interest-bearing 186,507
In foreign offices, Edge and Agreement subsidiaries, and IBFs 16,987
Noninterest-bearing 4
Interest-bearing 16,983
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices 10,533
Securities sold under agreements to repurchase 3,258
[Enlarge/Download Table]
Dollar Amounts
In Millions
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Trading liabilities 4,727
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases) 14,870
Bank's liability on acceptances executed and outstanding 137
Subordinated notes and debentures 5,119
Other liabilities 11,158
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Total liabilities $ 331,506
Minority interest in consolidated subsidiaries 55
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock 520
Surplus (exclude all surplus related to preferred stock) 24,521
Retained earnings 8,976
Accumulated other comprehensive income 678
Other equity capital components 0
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Total equity capital 34,695
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Total liabilities, minority interest, and equity capital $ 366,256
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I, Karen B. Martin, Vice President 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.
Karen B. Martin
Vice President
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
Carrie Tolstedt Directors
Pat Callahan
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 4/18/05 | | | | | | | None on these Dates |
| | 4/12/05 | | 5 |
| | 12/31/04 | | 6 |
| | 3/3/04 | | 3 |
| | 2/4/04 | | 2 |
| List all Filings |
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