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

 


 

SUNTRUST BANK
(Exact name of trustee as specified in its charter)

 

303 Peachtree Street, 30th Floor
Atlanta, Georgia

 

30308

 

58-0466330

(Address of principal executive offices)

 

(Zip Code)

 

(I.R.S. employer identification no.)

 

 

 

 

 

George T. Hogan
SunTrust Bank
25 Park Place, N.E.
24th Floor
Atlanta, Georgia 30303-2900
(404) 588-7591

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

 

 

 

 

 

Delaware

 

Bunge Limited Finance Corp.

 

26-002-1554

(State or other jurisdiction of
incorporation or organization)

 

(exact name of obligor as specified
in its charter)

 

(IRS employer identification no.)

 

 

 

 

 

Bermuda

 

Bunge Limited

 

N/A

(State or other jurisdiction of
incorporation or organization)

 

(exact name of obligor as specified
in its charter)

 

(IRS employer identification no.)

 

 

 

 

 

50 Main Street
White Plains, New York

 

 

 

10606

(Address of principal executive offices)

 

 

 

(Zip Code)

 


 

 

 

5.875% Senior Notes Due 2013

 

 

 

 

(Title of the indenture securities)

 

 

 

 



 

1.             General information.

 

Furnish the following information as to the trustee-

 

Name and address of each examining or supervising authority to which it is subject.

 

Department of Banking and Finance,

State of Georgia
Atlanta, Georgia

 

Federal Reserve Bank of Atlanta
1000 Peachtree Street
Atlanta, Georgia

 

Federal Deposit Insurance Corporation
Washington, D.C.

 

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.

 

3-12        No responses are included for Items 3 through 12.  Responses to those Items are not required because, as provided in General Instruction B and as set forth in Item 13, the obligor is not in default on any securities issued under indentures under which SunTrust Bank is a trustee.

 

13.           Defaults by the Obligor.

 

(a)           State whether there is or has been a default with respect to the securities under this indenture.  Explain the nature of any such default.

 

There is not and has not been any default under this indenture.

 

(b)           If the trustee is a trustee under another indenture under which any other securities, or certificates of interest or participation in any other securities, of the obligor are outstanding, or is trustee for more than one outstanding series of securities under the indenture, state whether there has been a default under any such indenture or series, identify the indenture or series affected, and explain the nature of any such default.

 

There has not been any such default.

 

14-15     No responses are included for Items 14 and 15.  Responses to those Items are not required because, as provided in General Instruction B and as set forth in Item 13, the obligor is not in default on any securities issued under indentures under which SunTrust Bank is a trustee.

 

2



 

16.           List of Exhibits.

 

List below all exhibits filed as a part of this statement of eligibility; exhibits identified in parentheses are filed with the Commission and are incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29 under the Trust Indenture Act of 1939, as amended, and Rule 24 of the Commission’s Rules of Practice.

 

(1)

 

A copy of the Articles of Amendment and Restated Articles of Association of the trustee as now in effect (Exhibit 1 to Form T-1, Registration No. 333-82717 filed by ONEOK, Inc.).

 

 

 

(2)

 

A copy of the certificate of authority of the trustee to commence business (Exhibit 2 to Form T-1, Registration No. 333-32106 filed by Sabre Holdings Corporation).

 

 

 

(3)

 

A copy of the authorization of the trustee to exercise corporate trust powers (Exhibits 2 and 3 to Form T-1, Registration No. 333-32106 filed by Sabre Holdings Corporation).

 

 

 

(4)

 

A copy of the existing by-laws of the trustee as now in effect (Exhibit 4 to Form T-1, Registration No. 333-82717 filed by ONEOK, Inc.).

 

 

 

(5)

 

Not applicable.

 

 

 

(6)

 

The consent of the trustee required by Section 321(b) of the Trust Indenture Act of 1939.

 

 

 

(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 as of the close of business on June 30, 2003.

 

 

 

(8)

 

Not applicable.

 

 

 

(9)

 

Not applicable.

 

3



 

SIGNATURE

 

Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, SunTrust Bank, a banking corporation organized and existing under the laws of the State of Georgia, 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 Atlanta and the State of Georgia, on the 29th day of August, 2003.

 

 

SUNTRUST BANK

 

 

 

 

 

By:

/s/ Kelly R. Mathis

 

 

 

Name:

Kelly R. Mathis

 

 

 

Title:

Trust Officer

 

 

4



 

EXHIBIT 1 TO FORM T-1

 

ARTICLES OF AMENDMENT AND
RESTATED ARTICLES OF INCORPORATION
OF
SUNTRUST BANK

 

(Incorporated by reference from Exhibit 1 to Form T-1,

Registration No. 333-82717 filed by ONEOK, Inc.)

 

5



 

EXHIBIT 2 TO FORM T-1

 

CERTIFICATE OF AUTHORITY
OF
SUNTRUST BANK TO COMMENCE BUSINESS

 

(Incorporated by reference from Exhibit 2 to Form T-1,
Registration No. 333-32106 filed by Sabre Holdings Corporation)

 

6



 

EXHIBIT 3 TO FORM T-1

 

AUTHORIZATION
OF
SUNTRUST BANK TO EXERCISE
CORPORATE TRUST POWERS

 

(Incorporated by reference from Exhibits 2 and 3 to Form T-1,
Registration No. 333-32106 filed by Sabre Holdings Corporation)

 

7



 

EXHIBIT 4 TO FORM T-1

 

BY-LAWS
OF
SUNTRUST BANK

 

(Incorporated by reference from Exhibit 4 to Form T-1,
Registration No. 333-82717, filed by ONEOK, Inc.)

 

8



 

EXHIBIT 5 TO FORM T-1

 

(INTENTIONALLY OMITTED.  NOT APPLICABLE.)

 

9



 

EXHIBIT 6 TO FORM T-1

 

CONSENT OF TRUSTEE

 

Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, in connection with the proposed issuance of up to $300,000,000 of 5.875% Senior Notes Due 2013 of Bunge Limited Finance Corp., to be guaranteed by Bunge Limited, SunTrust Bank hereby consents that reports of examinations by Federal, State, Territorial or District Authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.

 

 

 

SUNTRUST BANK

 

 

 

 

 

By:

/s/ Kelly R. Mathis

 

 

 

Name:

Kelly R. Mathis

 

 

 

Title:

Trust Officer

 

 

10



 

EXHIBIT 7 TO FORM T-1

 

REPORT OF CONDITION
(ATTACHED)

 

11



 

SunTrust Bank
303 PEACHTREE STREET, NORTHEAST
ATLANTA , GA 30308
Certificate Number: 00867

 

FFIEC 031
Consolidated Report of Condition
for June 30, 2003

 

Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for June 30, 2003

 

All schedules are to be reported in thousands of dollars.  Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.

 

Schedule RC - Balance Sheet                                                                                                                                                                              C400

 

Dollar Amounts in Thousands

 

ASSETS

 

 

 

 

 

 

 

 

 

 

1.

Cash and balances due from depository institutions (from Schedule RC-A):

 

 

 

 

 

RCFD

 

 

 

 

 

a.

Non-interest bearing balances and currency and coin (1)

 

 

 

 

 

0081

 

4,469,018

 

1.a

 

b.

Interest-bearing balances (2)

 

 

 

 

 

0071

 

15,820

 

1.b

2.

Securities:

 

 

 

 

 

 

 

 

 

 

 

a.

Held-to-maturity securities (from Schedule RC-B, column A)

 

 

 

 

 

1754

 

0

 

2.a

 

b.

Available-for-sale securities (from Schedule RC-B, column D)

 

 

 

 

 

1773

 

19,854,955

 

2.b

3.

Federal funds sold and securities purchased under agreements to resell:

 

 

 

 

 

RCON

 

 

 

 

 

a.

Federal funds sold in domestic offices

 

 

 

 

 

B987

 

436,600

 

3.a

 

 

 

 

 

 

 

 

RCFD

 

 

 

 

 

b.

Securities purchased under agreements to resell (3)

 

 

 

 

 

B989

 

3,771,321

 

3.b

4.

Loans and lease financing receivables (from Schedule RC-C):

 

 

 

 

 

 

 

 

 

 

 

a.

Loans and leases held for sale

 

 

 

 

 

5369

 

9,037,490

 

4.a

 

b.

Loans and leases, net of unearned income

 

B528

 

75,008,023

 

 

 

 

 

4.b

 

c.

LESS: Allowance for loan and lease losses

 

3123

 

932,810

 

 

 

 

 

4.c

 

d.

Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)

 

 

 

 

 

B529

 

74,075,213

 

 

5.

 

Trading assets (from Schedule RC-D)

 

 

 

 

 

3545

 

1,472,750

 

5

6.

 

Premises and fixed assets (including capitalized leases)

 

 

 

 

 

2145

 

1,296,757

 

6

7.

 

Other real estate owned (from Schedule RC-M)

 

 

 

 

 

2150

 

29,826

 

7

8.

 

Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)

 

 

 

 

 

2130

 

0

 

8

9.

 

Customers’ liability to this bank on acceptances outstanding

 

 

 

 

 

2155

 

84,980

 

9

10.

 

Intangible assets:

 

 

 

 

 

 

 

 

 

10

 

a.

Goodwill

 

 

 

 

 

3163

 

862,393

 

10.a

 

b.

Other intangible assets from Schedule RC-M

 

 

 

 

 

0426

 

607,990

 

10.b

11.

 

Other assets (from Schedule RC-F)

 

 

 

 

 

2160

 

2,730,050

 

11

12.

 

Total assets (sum of items 1 through 11)

 

 

 

 

 

2170

 

118,745,163

 

12

 

12



 

SunTrust Bank
303 PEACHTREE STREET, NORTHEAST
ATLANTA , GA 30308
Certificate Number: 00867

 

FFIEC 031
Consolidated Report of Condition
for June 30, 2003

 

Schedule RC - Continued

Dollar Amounts in Thousands

 

LIABILITIES

 

 

 

 

 

 

 

 

 

 

13.

Deposits:

 

 

 

 

 

RCON

 

 

 

 

 

a.

In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I):

 

 

 

 

 

2200

 

74,459,262

 

13.a

 

 

(1)

Noninterest-bearing (4)

 

6631

 

10,248,343

 

 

 

 

 

13.a.1

 

 

(2)

Interest-bearing

 

6636

 

64,210,919

 

 

 

 

 

13.a.2

 

b.

In foreign offices, Edge and Agreement subsidiaries, and IBFs
(from Schedule RC-E, part II)

 

 

 

 

 

RCFN
2200

 

2,934,964

 

13.b

 

 

(1)

Noninterest-bearing (4)

 

6631

 

0

 

 

 

 

 

13.b.1

 

 

(2)

Interest-bearing

 

6636

 

2,934,963

 

 

 

 

 

13.b.2

14.

Federal funds purchased and securities sold under agreements to repurchase:

 

 

 

 

 

RCON

 

 

 

 

 

a.

Federal funds purchased in domestic offices (5)

 

 

 

 

 

B993

 

8,979,352

 

14.a

 

 

 

 

 

 

 

 

 

RCFD

 

 

 

 

 

b.

Securities sold under agreements to repurchase (6)

 

 

 

 

 

B995

 

8,422,227

 

14.b

15.

Trading liabilities (from Schedule RC-D)

 

 

 

 

 

3548

 

1,179,121

 

15

16.

Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M)

 

 

 

 

 

3190

 

7,252,577

 

16

17.

Not applicable

 

 

 

 

 

 

 

 

 

 

18.

Bank’s liability on acceptances executed and outstanding

 

 

 

 

 

2920

 

84,980

 

18

19.

Subordinated notes and debentures (7)

 

 

 

 

 

3200

 

2,149,629

 

19

20.

Other liabilities (from Schedule RC-G)

 

 

 

 

 

2930

 

2,777,007

 

20

21.

Total liabilities (sum of items 13 through 20)

 

 

 

 

 

2948

 

108,239,119

 

21

22.

Minority interest in consolidated subsidiaries

 

 

 

 

 

3000

 

1,012,337

 

22

 

EQUITY CAPITAL

 

 

 

 

 

 

 

 

 

 

23.

Perpetual preferred stock and related surplus

 

 

 

 

 

3838

 

0

 

23

24.

Common stock

 

 

 

 

 

3230

 

21,600

 

24

25.

Surplus (exclude all surplus related to preferred stock)

 

 

 

 

 

3839

 

2,734,106

 

25

26.

a.

Retained earnings

 

 

 

 

 

3632

 

5,845,041

 

26.a

 

b.

Accumulated other comprehensive income (8)

 

 

 

 

 

B530

 

892,960

 

26.b

27.

Other equity capital components (9)

 

 

 

 

 

A130

 

0

 

27

28.

Total equity capital (sum of items 23 through 27)

 

 

 

 

 

3210

 

9,493,707

 

28

29.

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

 

 

 

 

 

3300

 

118,745,163

 

29

 

13



 

 

Memorandum
To be reported with the March Report of Condition.

 

 

 

 

 

 

1.

Indicated in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2002

 

RCFD
6724

 

Number
N/A

 

M.1

 

1=

Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank

2=

Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)

3=

Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm

4=

Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)

5.=

Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority)

6=

Review of the bank’s financial statements by external auditors

7=

Compilation of the bank’s financial statements by external auditors

8=

Other audit procedures (excluding tax preparation work)

9=

No external audit work

 


(1)   Includes cash items in process of collection and unposted debits.

(2)   Includes time certificates of deposit not held for trading.

(3)   Includes all securities resale agreements in domestic and foreign offices, regardless of maturity.

(4)   Includes total demand deposits and noninterest-bearing time and savings deposits.

(5)   Report overnight Federal Home Loan Bank advances and Schedule RC, item 16, “other borrowed money.”

(6)   Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity.

(7)   Includes limited-life preferred stock and related surplus.

(8)   Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments.

(9)   Includes treasury stock and unearned Employee Stock Ownership Plan Shares.

 

14



 

EXHIBIT 8 TO FORM T-1

 

(INTENTIONALLY OMITTED.  NOT APPLICABLE.)

 

15



 

EXHIBIT 9 TO FORM T-1

 

(INTENTIONALLY OMITTED.  NOT APPLICABLE.)

 

16