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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)

 

 

US BANK NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

 

 

 

A National Banking Association   31-0841368

(Jurisdiction of incorporation or

organization if not a U.S. national bank)

 

(I.R.S. Employer

Identification No.)

800 Nicollett Mall

Minneapolis, Minnesota

  55402
(Address of principal executive offices)   (Zip code)

Monique L. Green

US Bank National Association

II James Center – 18th Floor

1021 East Cary Street, Suite 1850

Richmond, Virginia 23219

804-343-1566

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

 

 

GANNETT CO., INC.

(Exact name of obligor as specified in its charter)

 

 

 

Delaware   16-0442930

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

7950 Jones Branch Drive

McLean, VA

  22107
(Address of principal executive offices)   (Zip code)

 

 

Debt Securities

(Title of the indenture securities)

 

 

 


Exhibit 25-1

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

Treasury Department

Washington, D.C.

 

  (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 to the best of the Trustee’s knowledge, 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.*
Exhibit 2.    A copy of the certificate of authority of the trustee to commence business.
Exhibit 3.    A copy of the certificate of authority of the trustee to exercise corporate trust powers.
Exhibit 4.    Copy of existing By-laws of the trustee.**
Exhibit 5.    Not applicable.
Exhibit 6.    The consent of the trustee required by Section 321(b) of the Act.
Exhibit 7.    Report of Condition of the trustee as of December 31, 2011 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 Exhibit 25.1 to Amendment No. 2 to registration statement on Form S-4, Registration Number 333-128217 filed on November 15, 2005.
** Incorporated by reference to Exhibit 25.1 to registration statement on Form 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, US 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 Richmond and Commonwealth of Virginia on the 31st day of December, 2011.

 

US BANK NATIONAL ASSOCIATION
/s/ Monique L. Green

Monique L. Green

Vice President


 

LOGO

 

 

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.
LOGO   

 

LOGO

   Acting Comptroller of the Currency


 

LOGO

 

 

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.
LOGO   

 

LOGO

   Acting Comptroller of the Currency


Exhibit 6

December 31, 2011

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, US BANK NATIONAL ASSOCIATION 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,
US BANK NATIONAL ASSOCIATION
/s/ Monique L. Green
Monique L. Green
Vice President


Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 12/31/2011

($000’s)

 

     12/31/2011  

Assets

  

Cash and Balances Due From Depository Institutions

   $ 13,960,499   

Securities

     69,485,200   

Federal Funds

     11,887   

Loans & Lease Financing Receivables

     204,182,862   

Fixed Assets

     5,472,961   

Intangible Assets

     12,446,662   

Other Assets

     24,910,739   
  

 

 

 

Total Assets

   $ 330,470,810   

Liabilities

  

Deposits

   $ 236,091,541   

Fed Funds

     7,936,151   

Treasury Demand Notes

     0   

Trading Liabilities

     377,634   

Other Borrowed Money

     34,507,710   

Acceptances

     0   

Subordinated Notes and Debentures

     5,945,617   

Other Liabilities

     10,944,902   
  

 

 

 

Total Liabilities

   $ 295,803,555   

Equity

  

Minority Interest in Subsidiaries

   $ 1,926,211   

Common and Preferred Stock

     18,200   

Surplus

     14,133,323   

Undivided Profits

     18,589,521   
  

 

 

 

Total Equity Capital

   $ 34,667,255   

Total Liabilities and Equity Capital

   $ 330,470,810