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)
CITIBANK, N.A.
(Exact name of trustee as specified in its charter)
| 13-5266470 (I.R.S. employer identification no.) |
||
399 Park Avenue, New York, New York |
10043 |
|
| (Address of principal executive office) | (Zip Code) |
Brinker International, Inc.
(Exact name of obligor as specified in its charter)
| Delaware | 75-1914582 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. employer identification no.) |
|
6820 LBJ Freeway Dallas, Texas |
75240 |
|
| (Address of principal executive offices) | (Zip Code) |
5.75% Notes due 2014
(Title of the indenture securities)
Item 1. General Information.
Furnish the following information as to the trustee:
| Name |
Address |
|
|---|---|---|
| Comptroller of the Currency | Washington, D.C. | |
Federal Reserve Bank of New York 33 Liberty Street New York, NY |
New York, NY |
|
Federal Deposit Insurance Corporation |
Washington, D.C. |
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
Item 16. List of Exhibits.
List below all exhibits filed as a part of this Statement of Eligibility.
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto.
Exhibit 1—Copy of Articles of Association of the Trustee, as now in effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983)
Exhibit 2—Copy of certificate of authority of the Trustee to commence business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577).
Exhibit 3—Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519)
Exhibit 4—Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 to Registration Statement No. 33-34988)
Exhibit 5—Not applicable.
Exhibit 6—The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement No. 33-19227.)
Exhibit 7—Copy of the latest Report of Condition of Citibank, N.A. (as of March 31, 2004—attached)
Exhibit 8—Not applicable.
Exhibit 9—Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., 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 New York and State of New York, on the 15th day of June, 2004
| CITIBANK, N.A. | ||||
By |
/s/ LOUIS PISCITELLI Louis Piscitelli Vice President |
|||
Charter No. 1461
Comptroller of the Currency
Northeastern District
REPORT OF CONDITION
CONSOLIDATING
DOMESTIC AND FOREIGN
SUBSIDIARIES OF
Citibank, N.A. of New York in the State of New York, at the close of business on March 31, 2004, published in response to call made by Comptroller of the Currency, under Title 12, United
States Code, Section 161. Charter Number 1461 Comptroller of the Currency Northeastern District.
| |
Thousands of dollars |
|||
|---|---|---|---|---|
| ASSETS | ||||
| Cash and balances due from depository institutions: | ||||
| Noninterest-bearing balances and currency and coin | $ | 14,687,000 | ||
| Interest-bearing balances | 22,107,000 | |||
| Held-to-maturity securities | 47,000 | |||
| Available-for-sale securities | 98,971,000 | |||
| Federal funds sold in domestic Offices | 3,643,000 | |||
| Federal funds sold and securities purchased under agreements to resell | 15,254,000 | |||
| Loans and leases held for sale | 3,360,000 | |||
| Loans and lease financing receivables: | ||||
| Loans and Leases, net of unearned income | 326,755,000 | |||
| LESS: Allowance for loan and lease losses | 8,439,000 | |||
| Loans and leases, net of unearned income, allowance, and reserve | 318,316,000 | |||
| Trading assets | 76,538,000 | |||
| Premises and fixed assets (including capitalized leases) | 3,911,000 | |||
| Other real estate owned | 88,000 | |||
| Investments in unconsolidated subsidiaries and associated companies | 914,000 | |||
| Customers' liability to this bank on acceptances outstanding | 1,255,000 | |||
| Intangible assets: Goodwill | 6,622,000 | |||
| Intangible assets: Other intangible assets | 9,039,000 | |||
| Other assets | 31,439,000 | |||
| TOTAL ASSETS | $ | 606,191,000 | ||
LIABILITIES |
||||
| Deposits: In domestic offices | $ | 115,656,000 | ||
| Noninterest-bearing | 21,523,000 | |||
| Interest- bearing | 94,133,000 | |||
| In foreign offices, Edge and Agreement subsidiaries, and IBFs | 285,125,000 | |||
| Noninterest-bearing | 21,773,000 | |||
| Interest-bearing | 263,352,000 | |||
| Federal funds purchased in domestic Offices | 9,870,000 | |||
| Federal funds purchased and securities sold under agreements to repurchase | 9,222,000 | |||
| Demand notes issued to the US Treasury | 0 | |||
| Trading liabilities | 49,560,000 | |||
| Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): ss | 47,638,000 | |||
| Bank's liability on acceptances executed and outstanding | 1,255,000 | |||
| Subordinated notes and debentures | 12,330,000 | |||
| Other liabilities | 26,562,000 | |||
| TOTAL LIABILITIES | $ | 557,218,000 | ||
| Minority interest in consolidated Subsidiaries | 424,000 | |||
EQUITY CAPITAL |
||||
| Perpetual preferred stock and related surplus | 1,950,000 | |||
| Common stock | 751,000 | |||
| Surplus | 24,972,000 | |||
| Retained Earnings | 21,777,000 | |||
| Accumulated net gains (losses) on cash flow hedges | -901,000 | |||
| Other equity capital components | 0 | |||
| TOTAL EQUITY CAPITAL | $ | 48,549,000 | ||
| TOTAL LIABILITIES AND EQUITY CAPITAL | $ | 606,191,000 | ||
I, Grace B. Vogel, Vice President of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
GRACE B. VOGEL, VICE PRESIDENT
We, the undersigned directors, attest to the correctness of this Report of Condition. We 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 and is true and correct.
ALAN
S. MACDONALD
WILLIAM R. RHODES
ROBERT B. WILLUMSTAD
DIRECTORS