Exhibit 25

 


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) ¨

 


BNY MIDWEST TRUST COMPANY

(formerly known as CTC Illinois Trust Company)

(Exact name of trustee as specified in its charter)

 

Illinois   36-3800435

(State of incorporation

if not a U.S. national bank)

 

(I.R.S. employer

identification no.)

2 North LaSalle Street

Suite 1020

Chicago, Illinois

  60602
(Address of principal executive offices)   (Zip code)

 


Constellation Brands, Inc.

(Exact name of obligor as specified in its charter)

 

Delaware   16-0716709

(State of incorporation

if not a U.S. national bank)

 

(I.R.S. employer

identification no.)

 


Constellation Wines U.S., Inc.

(Exact name of obligor as specified in its charter)

 

New York   16-1462887

(State of incorporation

if not a U.S. national bank)

 

(I.R.S. employer

identification no.)

 



Constellation Aviation, Inc.

(Exact name of obligor as specified in its charter)

 

New York   16-0865491

(State of incorporation

if not a U.S. national bank)

 

(I.R.S. employer

identification no.)

 


Constellation Leasing, LLC

(Exact name of obligor as specified in its charter)

 

New York   56-2596168

(State of incorporation

if not a U.S. national bank)

 

(I.R.S. employer

identification no.)

 


Franciscan Vineyards, Inc.

(Exact name of obligor as specified in its charter)

 

Delaware   94-2602962

(State of incorporation

if not a U.S. national bank)

 

(I.R.S. employer

identification no.)

 


Allberry, Inc.

(Exact name of obligor as specified in its charter)

 

California   68-0324763

(State of incorporation

if not a U.S. national bank)

 

(I.R.S. employer

identification no.)

 


Cloud Peak Corporation

(Exact name of obligor as specified in its charter)

 

California   68-0324762

(State of incorporation

if not a U.S. national bank)

 

(I.R.S. employer

identification no.)

 



Mt. Veeder Corporation

(Exact name of obligor as specified in its charter)

 

California   94-2862667

(State of incorporation

if not a U.S. national bank)

 

(I.R.S. employer

identification no.)

 


Barton Incorporated

(Exact name of obligor as specified in its charter)

 

Delaware   36-3500366

(State of incorporation

if not a U.S. national bank)

 

(I.R.S. employer

identification no.)

 


Barton Brands, Ltd.

(Exact name of obligor as specified in its charter)

 

Delaware   36-3185921

(State of incorporation

if not a U.S. national bank)

 

(I.R.S. employer

identification no.)

 


Barton Beers, Ltd.

(Exact name of obligor as specified in its charter)

 

Maryland   36-2855879

(State of incorporation

if not a U.S. national bank)

 

(I.R.S. employer

identification no.)

 


Barton Brands of California, Inc.

(Exact name of obligor as specified in its charter)

 

Connecticut   06-1048198

(State of incorporation

if not a U.S. national bank)

 

(I.R.S. employer

identification no.)

 



Barton Brands of Georgia, Inc.

(Exact name of obligor as specified in its charter)

 

Georgia   58-1215938

(State of incorporation

if not a U.S. national bank)

 

(I.R.S. employer

identification no.)

 


Barton Distillers Import Corp.

(Exact name of obligor as specified in its charter)

 

New York   13-1794441

(State of incorporation

if not a U.S. national bank)

 

(I.R.S. employer

identification no.)

 


Barton Financial Corporation

(Exact name of obligor as specified in its charter)

 

Delaware   51-0311795

(State of incorporation

if not a U.S. national bank)

 

(I.R.S. employer

identification no.)

 


Barton Canada, Ltd.

(Exact name of obligor as specified in its charter)

 

Illinois   36-4283446

(State of incorporation

if not a U.S. national bank)

 

(I.R.S. employer

identification no.)

 


Barton Beers of Wisconsin, Ltd.

(Exact name of obligor as specified in its charter)

 

Wisconsin   39-0638900

(State of incorporation

if not a U.S. national bank)

 

(I.R.S. employer

identification no.)

 



Monarch Import Company

(Exact name of obligor as specified in its charter)

 

Illinois   36-3539106

(State of incorporation

if not a U.S. national bank)

 

(I.R.S. employer

identification no.)

 


Constellation Trading Company, Inc.

(Exact name of obligor as specified in its charter)

 

New York   77-0644374

(State of incorporation

if not a U.S. national bank)

 

(I.R.S. employer

identification no.)

 


The Robert Mondavi Corporation

(Exact name of obligor as specified in its charter)

 

California   94-2765451

(State of incorporation

if not a U.S. national bank)

 

(I.R.S. employer

identification no.)

 


R.M.E., Inc.

(Exact name of obligor as specified in its charter)

 

California   94-2456957

(State of incorporation

if not a U.S. national bank)

 

(I.R.S. employer

identification no.)

 


Robert Mondavi Winery

(Exact name of obligor as specified in its charter)

 

California   94-1628339

(State of incorporation

if not a U.S. national bank)

 

(I.R.S. employer

identification no.)

 



Robert Mondavi Investments

(Exact name of obligor as specified in its charter)

 

California   68-0248575

(State of incorporation

if not a U.S. national bank)

 

(I.R.S. employer

identification no.)

 


Robert Mondavi Affiliates

(Exact name of obligor as specified in its charter)

 

California   68-0248574

(State of incorporation

if not a U.S. national bank)

 

(I.R.S. employer

identification no.)

 


Robert Mondavi Properties, Inc.

(Exact name of obligor as specified in its charter)

 

California   94-2750477

(State of incorporation

if not a U.S. national bank)

 

(I.R.S. employer

identification no.)

 

370 Woodcliff Drive, Suite 300

Fairport, New York

  14450
(Address of principal executive offices)   (Zip code)

 


Debt Securities

(Title of the indenture securities)

 



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

Office of Banks & Trust Companies of the State of Illinois   

500 E. Monroe Street

Springfield, Illinois 62701-1532

Federal Reserve Bank of Chicago   

230 S. LaSalle Street

Chicago, Illinois 60603

 

  (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 Articles of Incorporation of BNY Midwest Trust Company (formerly CTC Illinois Trust Company, formerly Continental Trust Company) as now in effect. (Exhibit 1 to Form T-1 filed with the Registration Statement No. 333-47688.)

 

  2,3. A copy of the Certificate of Authority of the Trustee as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 2 to Form T-1 filed with the Registration Statement No. 333-47688.)

 

  4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with the Registration Statement No. 333-47688.)

 

  6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with the Registration Statement No. 333-47688.)

 

  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, BNY Midwest Trust Company, a corporation organized and existing under the laws of the State of Illinois, 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 31st day of July, 2006.

 

BNY Midwest Trust Company
By:  

/S/ M. Callahan

Name:   M. Callahan
Title:   Vice President


DEPARTMENT OF FINANCIAL AND PROFESSIONAL REGULATION

Division of Banks and Real Estate

CONSOLIDATED REPORT OF CONDITION

OF

BNY Midwest Trust Company

2 North LaSalle Street

Suite 1020

Chicago, Illinois 60602

Including the institution’s domestic and foreign subsidiaries completed as of the close of business on March 31, 2006, submitted in response to the call of the Illinois Department of Financial and Professional Regulation.

 

ASSETS    Thousands of Dollars
   (000)

Cash and Due from Depository Institution

   62,504

U.S. Treasury Securities

   - 0 -

Obligations of States and Political Subdivisions

   - 0 -

Other Bonds, Notes and Debentures

   - 0 -

Corporate Stock

   - 0 -

Trust Company Premises, Furniture, Fixtures and Other Assets Representing Trust Company Premises

   1,006

Accounts Receivable

   2,664

Goodwill

   86,816

Intangibles

   -0-

Other Assets

   1,038

(Itemize amounts greater than 15% of Line 10)

  

Income Taxes Receivable

   880

TOTAL ASSETS

   154,028


DEPARTMENT OF FINANCIAL AND PROFESSIONAL REGULATION

Division of Banks and Real Estate

CONSOLIDATED REPORT OF CONDITION

OF

BNY Midwest Trust Company

2 North LaSalle Street

Suite 1020

Chicago, Illinois 60602

 

LIABILITIES    Thousands of Dollars

Accounts Payable

   196

Taxes Payable

   0

Other Liabilities for Borrowed Money

   25,425

Other Liabilities

  

(Itemize amounts greater than 15% of Line 14)

   19,079

Reserve for Taxes

   18,048

TOTAL LIABILITIES

   44,700
EQUITY CAPITAL     

Preferred Stock

   - 0 -

Common Stock

   2,000

Surplus

   67,130

Reserve for Operating Expenses

   - 0 -

Retained Earnings (Loss)

   40,198

TOTAL EQUITY CAPITAL

   109,328

TOTAL LIABILITIES AND EQUITY CAPITAL

   154,028


I,     Robert L. DePaola, Vice President

(Name and Title of Officer Authorized to Sign Report)

of BNY Midwest Trust Company certify that the information contained in this statement is accurate to the best of my knowledge and belief. I understand that submission of false information with the intention to deceive the Commissioner or his Administrative officers is a felony.

 

/s/ Robert L. DePaola
(Signature of Officer Authorized to Sign Report)