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
| x | Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) |
U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
31-0841368
I.R.S. Employer
Identification No.
| 800 Nicollet Mall Minneapolis, Minnesota |
55402 | |
| (Address of principal executive offices) | (Zip Code) |
John J. Doherty
U.S. Bank National Association
100 Wall Street, Suite 1600
New York, NY 10005
Telephone (212) 361-4385
(Name, address and telephone number of agent for service)
Perry Ellis International, Inc.
(Issuer with respect to the Securities)
| Florida | 59-1162998 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| 3000 N.W. 107th Avenue Miami, Florida |
33172 | |
| (Address of Principal Executive Offices) | (Zip Code) |
7.875% Senior Subordinates Notes due 2019
(Title of the Indenture Securities)
ADDITIONAL REGISTRANTS
| Name of Additional Registrant |
State of Incorporation |
I.R.S. Employee Identification Number |
Address, Including Zip Code, and Telephone Number, Including Area Code, or Registrant’s Principal Executive Offices | |||
| Jantzen, LLC |
Delaware | 42-1534560 | 3000 N.W. 107 Avenue, Miami, FL 33172 (305) 592-2830 | |||
| Supreme International, LLC |
Delaware | 42-1534564 | 3000 N.W. 107 Avenue, Miami, FL 33172 (305) 592-2830 | |||
| PEI Licensing, Inc. |
Delaware | 42-1534568 | 3000 N.W. 107 Avenue, Miami, FL 33172 (305) 592-2830 | |||
| Jantzen Apparel, LLC |
Delaware | 51-0348614 | 3000 N.W. 107 Avenue, Miami, FL 33172 (305) 592-2830 | |||
| Salant Holding, LLC |
Delaware | 13-4116384 | 3000 N.W. 107 Avenue, Miami, FL 33172 (305) 592-2830 | |||
| Perry Ellis Menswear, LLC |
Delaware | 13-3402444 | 3000 N.W. 107 Avenue, Miami, FL 33172 (305) 592-2830 | |||
| Perry Ellis Shared Services Corporation |
Delaware | 20-2085469 | 3000 N.W. 107 Avenue, Miami, FL 33172 (305) 592-2830 | |||
| Winnsboro DC, LLC |
Delaware | N/A | 3000 N.W. 107 Avenue, Miami, FL 33172 (305) 592-2830 | |||
| Tampa DC, LLC |
Delaware | 20-4534227 | 3000 N.W. 107 Avenue, Miami, FL 33172 (305) 592-2830 | |||
| Supreme Real Estate I, LLC |
Florida | N/A | 3000 N.W. 107 Avenue, Miami, FL 33172 (305) 592-2830 | |||
| Supreme Real Estate II, LLC |
Florida | N/A | 3000 N.W. 107 Avenue, Miami, FL 33172 (305) 592-2830 | |||
| Supreme Realty, LLC |
Florida | 90-0087796 | 3000 N.W. 107 Avenue, Miami, FL 33172 (305) 592-2830 | |||
| Perry Ellis Real Estate, LLC |
Delaware | 74-3043466 | 3000 N.W. 107 Avenue, Miami, FL 33172 (305) 592-2830 | |||
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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 December 31, 2010 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. |
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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 New York, State of New York on the 2nd of March, 2011.
| By: | /s/ John J. Doherty | |
| John J. Doherty | ||
| Vice President |
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Exhibit 2
Comptroller of the Currency
Administrator of National Banks
Washington, DC 20219
CERTIFICATE OF CORPORATE EXISTENCE
I, John Walsh, Acting Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 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.
|
|
IN TESTIMONY WHERE OF, I have | |
| hereunto subscribed my name and caused | ||
| my seal of office to be affixed to these | ||
| presents at the Treasury Department, in the | ||
| City of Washington and District of | ||
| Columbia, this September 9, 2010.
| ||
| ||
| Acting Comptroller of the Currency |
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Exhibit 3
Comptroller of the Currency
Administrator of National Banks
Washington, DC 20219
CERTIFICATE OF FIDUCIARY POWERS
I, John Walsh, Acting Comptroller of the Currency, do hereby certify that:
1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 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 U.S.C. 92 a, and that the authority so granted remains in full force and effect on the date of this Certificate.
|
|
IN TESTIMONY WHERE OF, I have | |
| hereunto subscribed my name and caused | ||
| my seal of office to be affixed to these | ||
| presents at the Treasury Department, in the | ||
| City of Washington and District of | ||
| Columbia, this September 9, 2010.
| ||
|
| ||
| Acting Comptroller of the Currency |
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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.
Dated: March 2, 2011
| By: | /s/ John J. Doherty | |
| John J. Doherty | ||
| Vice President |
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Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2010
($000’s)
| 12/31/2010 | ||||
| Assets |
||||
| Cash and Balances Due From Depository Institutions |
$ | 14,487,388 | ||
| Securities |
51,308,254 | |||
| Federal Funds |
4,252,675 | |||
| Loans & Lease Financing Receivables |
191,819,118 | |||
| Fixed Assets |
5,282,543 | |||
| Intangible Assets |
13,055,167 | |||
| Other Assets |
22,054,399 | |||
| Total Assets |
$ | 302,259,544 | ||
| Liabilities |
||||
| Deposits |
$ | 211,417,189 | ||
| Fed Funds |
9,951,510 | |||
| Treasury Demand Notes |
0 | |||
| Trading Liabilities |
524,005 | |||
| Other Borrowed Money |
33,939,855 | |||
| Acceptances |
0 | |||
| Subordinated Notes and Debentures |
7,760,721 | |||
| Other Liabilities |
7,839,191 | |||
| Total Liabilities |
$ | 271,432,471 | ||
| Equity |
||||
| Minority Interest in Subsidiaries |
$ | 1,736,480 | ||
| Common and Preferred Stock |
18,200 | |||
| Surplus |
14,136,872 | |||
| Undivided Profits |
14,935,521 | |||
| Total Equity Capital |
$ | 30,827,073 | ||
| Total Liabilities and Equity Capital |
$ | 302,259,544 | ||
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