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)

 


 

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)

 

Raymond S. Haverstock

U.S. Bank National Association

60 Livingston Avenue

St. Paul, MN 55107

(651) 495-3909

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

 

Sonic Automotive, Inc.

(Issuer with respect to the Securities)

 

Delaware   56-2010790
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

5401 East Independence Boulevard

P.O. Box 18747

Charlotte, North Carolina

  28212-5401
(Address of Principal Executive Offices)   (Zip Code)

 

4.25% Convertible Senior Subordinated Notes Due 2015

(Title of the Indenture Securities)

 



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.*

 

  3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*

 

  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 March 31, 2005 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

 

* Incorporated by reference to Registration Number 333-67188.

 

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NOTE

 

The answers to this statement insofar as such answers relate to what persons have been underwriters for any securities of the obligors within three years prior to the date of filing this statement, or what persons are owners of 10% or more of the voting securities of the obligors, or affiliates, are based upon information furnished to the Trustee by the obligors. While the Trustee has no reason to doubt the accuracy of any such information, it cannot accept any responsibility therefor.

 

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 St. Paul, State of Minnesota on the 21st day of November, 2005.

 

By:   /s/    RAYMOND S. HAVERSTOCK        
    Raymond S. Haverstock
    Vice President

 

By:   /s/    LAURIE HOWARD        
    Laurie Howard
    Vice President

 

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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: November 21, 2005

 

By:

  /s/    RAYMOND S. HAVERSTOCK        
   

Raymond S. Haverstock

Vice President

 

By:

  /s/    LAURIE HOWARD        
   

Laurie Howard

Vice President

 

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Exhibit 7

 

U.S. Bank National Association

Statement of Financial Condition

As of 6/30/2005

 

($000’s)

 

     6/30/2005

Assets

      

Cash and Due From Depository Institutions

   $ 6,450,815

Federal Reserve Stock

     0

Securities

     42,078,340

Federal Funds

     3,154,120

Loans & Lease Financing Receivables

     129,709,823

Fixed Assets

     2,193,705

Intangible Assets

     10,387,232

Other Assets

     9,503,538
    

Total Assets

   $ 203,477,573

Liabilities

      

Deposits

   $ 128,180,426

Fed Funds

     16,063,915

Treasury Demand Notes

     0

Trading Liabilities

     153,065

Other Borrowed Money

     25,358,095

Acceptances

     94,841

Subordinated Notes and Debentures

     6,808,639

Other Liabilities

     6,051,172
    

Total Liabilities

   $ 182,710,153

Equity

      

Minority Interest in Subsidiaries

   $ 1,024,947

Common and Preferred Stock

     18,200

Surplus

     11,804,040

Undivided Profits

     7,920,233
    

Total Equity Capital

   $ 20,767,420

Total Liabilities and Equity Capital

   $ 203,477,573

 

To the best of the undersigned’s determination, as of the date hereof, the above financial information is true and correct.

 

U.S. Bank National Association
By:   /s/    RAYMOND S. HAVERSTOCK        
    Vice President

 

Date: November 21, 2005

 

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