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FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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)


(State 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, California

(Address of principal executive offices)



90017
(Zip code)

 

___________________________

 

Constellation Brands, Inc.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

16-0716709
(I.R.S. employer
identification no.)

 

 

 

 

941176_1

 


Table of Additional Registrants

State or other jurisdiction of
incorporation or organization

Exact name of registrant
as specified in its charter

I.R.S. Employer
Identification No.

New York

Constellation Wines U.S., Inc.

16-1462887

New York

Constellation Leasing, LLC

56-2596168

Delaware

Constellation Services LLC

26-4390211

Delaware

Franciscan Vineyards, Inc.

94-2602962

California

Allberry, Inc.

68-0324763

California

Cloud Peak Corporation

68-0324762

California

Mt. Veeder Corporation

94-2862667

Maryland

Constellation Beers Ltd.

36-2855879

Georgia

Constellation Brands of Georgia Inc.

58-1215938

Illinois

Constellation Canada Ltd.

36-4283446

Wisconsin

Constellation Beers of Wisconsin Ltd.

39-0638900

New York

Constellation Trading Company, Inc.

77-0644374

California

The Robert Mondavi Corporation

94-2765451

California

R.M.E., Inc.

94-2456957

California

Robert Mondavi Winery

94-1628339

California

Robert Mondavi Investments

68-0248575

California

Robert Mondavi Affiliates

68-0248574

California

Robert Mondavi Properties, Inc.

94-2750477

Delaware

Vincor Finance, LLC

20-0900018

Nevada

Vincor International Partnership

94-3374780

Delaware

Vincor International II, LLC

20-1723872

Delaware

Vincor Holdings, Inc.

98-0231249

California

R.H. Phillips, Inc.

68-0313739

Washington

The Hogue Cellars, Ltd.

91-1204814

New York

ALCOFI INC.

13-4103237

Delaware

Spirits Marque One LLC

13-4033806

 

 

- 2 -

 


 

 


207 High Point Drive
Building 100
Victor, New York
(Address of principal executive offices)




14564
(Zip code)

___________________________

 

Debt Securities

and Guarantees of Debt Securities

(Title of the indenture securities)

= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =

 

- 3 -

 


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.

Name

Address

Comptroller of the Currency

United States Department of the Treasury

 

 

 

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.

2.

Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

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, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

 

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.

333-152875).

 

- 4 -

 


 

4.

A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-152875).

 

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. 333-152875).

 

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.

 

- 5 -

 


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 25th day of June, 2009.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

 

By: /S/ R. ELLWANGER

 

 

Name:

R. ELLWANGER

Title: ASSISTANT VICE PRESIDENT

 

- 6 -

 


 

(a)

 

(b)

 

(c)

 

(d)

EXHIBIT 7

 

(e)

 

(f)

Consolidated Report of Condition of

 

(g)

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

 

(h)

of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

 

(i)

(j)  At the close of business March 31, 2009, published in accordance with Federal regulatory authority instructions.

 

(k)

 

(l)

 

(m)

Dollar Amounts

 

(n)

in Thousands  

 

(o)

ASSETS

 

(p)

 

(q)

Cash and balances due from

 

(r)

depository institutions:

 

(s)

Noninterest-bearing balances

 

(t)

and currency and coin

1,267

 

(u)

Interest-bearing balances

 

88,233

 

(v)

Securities:

 

(w)

Held-to-maturity securities

22

 

(x)

Available-for-sale securities

444,137

 

(y)

Federal funds sold and securities

 

(z)

purchased under agreements to resell:

 

(aa)

Federal funds sold

0

 

(bb)

Securities purchased under agreements to resell

0

 

7

941178_1

 


 

(cc)

Loans and lease financing receivables:

 

(dd)

Loans and leases held for sale

0

 

(ee)

Loans and leases,

 

(ff)

net of unearned income........................................

0

 

(gg)

LESS: Allowance for loan and

 

(hh)

lease losses......................................................

0

 

(ii)

Loans and leases, net of unearned

 

(jj)

income and allowance

0

 

(kk)

Trading assets

0

 

(ll)

Premises and fixed assets (including

 

(mm)

capitalized leases)

12,131

 

(nn)

Other real estate owned

0

 

(oo)

Investments in unconsolidated

 

(pp)

subsidiaries and associated

 

(qq)

companies

1

 

(rr)

Not applicable

 

(ss)

Intangible assets:

 

(tt)

Goodwill

876,153

 

(uu)

Other intangible assets

265,381

 

(vv)

Other assets

153,750

 

(ww)

Total assets

$1,841,075

 

(xx)

 

(yy)

 

(zz)

 

(aaa)

 

(bbb)

 

(ccc)

 

(ddd)

 

8

941178_1

 


 

(eee)

 

(fff)

LIABILITIES

 

(ggg)

 

(hhh)

Deposits:

 

(iii)

In domestic offices

1,807

(jjj) Noninterest-bearing....................................................................... 1,807

 

(kkk)

Interest-bearing............................................................................ 0

 

(lll)

Not applicable

 

(mmm)

Federal funds purchased and securities

 

(nnn)

sold under agreements to repurchase:

 

(ooo)

Federal funds purchased

0

 

(ppp)

Securities sold under agreements to repurchase

0

 

(qqq)

Trading liabilities

0

 

(rrr)

Other borrowed money:

 

(sss)

(includes mortgage indebtedness

 

(ttt)

and obligations under capitalized

 

(uuu)

leases)

268,691

 

(vvv)

Not applicable

 

(www)

Not applicable

 

(xxx)

Subordinated notes and debentures

0

 

(yyy)

Other liabilities

174,621

 

(zzz)

Total liabilities

445,119

 

(aaaa)

Minority interest in consolidated subsidiaries

0

 

(bbbb)

 

(cccc)

EQUITY CAPITAL

 

(dddd)

(eeee)  Perpetual preferred stock and related surplus..................................................................          0

Common stock

1,000

 

9

941178_1

 


 

(ffff)

Surplus (exclude all surplus related to preferred stock)

1,121,520

 

(gggg)

Retained earnings

269,980

 

(hhhh)

Accumulated other comprehensive

 

(iiii)

income

3,456

 

(jjjj)

Other equity capital components

0

 

(kkkk)

Total equity capital

1,395,956

 

(llll)

Total liabilities, minority interest, and equity capital

1,841,075

 

(mmmm)

 

(nnnn)

(oooo) 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.

 

(pppp)

 

(qqqq)

Karen Bayz

)

Vice President

 

(rrrr)

 

(ssss)

(tttt)     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.

 

(uuuu)

 

(vvvv)

 

(wwww)

Troy Kilpatrick, MD

)

 

(xxxx)

Frank P. Sulzberger, MD

)

Directors (Trustees)

 

(yyyy)

William D. Lindelof, VP

)

 

(zzzz)

 

 

10

941178_1