Please wait
Exhibit 25.1
 

UNITED STATES
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)

_________________

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)

 
(Jurisdiction of incorporation
if not a U.S. national bank)
 
95-3571558
(I.R.S. Employer
Identification No.)
 
700 South Flower Street, Suite 500
Los Angeles, CA
(Address of principal executive offices)
90017
(Zip code)

_________________

THE WASHINGTON POST COMPANY
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation or organization)
 
53 - 0182885
(I.R.S. Employer
Identification No.)
1150 15th Street, N.W.
Washington, D.C.
(Address of principal executive offices)
20071
(Zip code)

_________________

Debt Securities and Guarantees
(Title of the indenture securities)
 

 
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. 20219
 
Federal Reserve Bank, San Francisco, California 94105
 
Federal Deposit Insurance Corporation, Washington, D.C., 20429

(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.

Item 16.     List of Exhibits.
 
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).
 
 
1.
A copy of the articles of association of The Bank of New York Mellon Trust Company, National Association.  (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-135006)
 
 
2.
A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
 
 
3.
A copy of the authorization of the trustee to exercise corporate trust powers.  (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-135006).
 
 
4.
A copy of the existing by-laws of the trustee.  (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-135006).
 
 
6.
The consent of the trustee required by Section 321(b) of the Act.  (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-135006).
 
 
7.
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
 
 
 
 
SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a 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 Chicago, and State of Illinois on the 13th day of November, 2008.

 
 
 
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
  
       
 
By:
/s/  Sharon K. McGrath  
  Name: Sharon K. McGrath  
  Title:   Vice President  
       

 
 
2
 
EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

At the close of business June 30, 2008, published in accordance with Federal regulatory authority instructions.



ASSETS
Dollar Amounts
in Thousands
 
Cash and balances due from depository institutions:
      
    Noninterest-bearing balances and currency and coin
     1,964  
    Interest-bearing balances
     0  
Securities:
        
    Held-to-maturity securities
     35  
    Available-for-sale securities
     295,737  
Federal funds sold and securities purchased under agreements to resell:
        
    Federal funds sold
     34,400  
    Securities purchased under agreements to resell
     90,123  
Loans and lease financing receivables:
        
    Loans and leases held for sale
     0  
    Loans and leases, net of unearned income
      0  
    LESS: Allowance for loan and lease losses
     0  
    Loans and leases, net of unearned income and allowance
     0  
Trading assets
     0  
Premises and fixed assets (including capitalized leases)
     12,357  
Other real estate owned
     0  
Investments in unconsolidated subsidiaries and associated companies
     0  
Not applicable
        
Intangible assets:
        
    Goodwill
     876,153  
    Other Intangible Assets
     286,743  
Other assets
     140,067  
Total assets
   $ 1,737,579  



3


 
LIABILITIES
      
Deposits in domestic offices:
     1,406  
    Noninterest-bearing
     1,406  
    Interest-bearing
     0  
Not applicable
        
Federal funds purchased and securities sold under agreements to repurchase:
        
    Federal funds purchased
     0  
    Securities sold under agreements to repurchase
     0  
Trading liabilities
     0  
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)
     218,691   
Not applicable
        
Not applicable
        
Subordinated notes and debentures
     0  
Other liabilities
     132,014  
Total liabilities
     352,111  
Minority interest in consolidated subsidiaries
     0  
         
EQUITY CAPITAL
        
         
Perpetual preferred stock and related surplus
     0  
Common stock
     1,000  
Surplus (exclude all surplus related to preferred stock)
     1,121,520  
Retained earnings
     262,078  
Accumulated other comprehensive income
     870  
Other equity capital components
     0  
Total equity capital
     1,385,468  
Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)
     1,737,579  
 
 
I, Karen Bayz, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

Karen Bayz                                )           Vice President


We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date 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.

 
 
Michael K. Klugman, President   )  
Frank P. Sulzberger, Vice President   ) Directors (Trustees)
William D. Lindelof, Vice President  )  
 
 
 
4