LOEHMANNS HOLDINGS INC
T-3, EX-99.1, 2000-08-04
WOMEN'S CLOTHING STORES
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<PAGE>

                                                                    EXHIBIT 99.1

                                    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) _______

                               ------------------

                     UNITED STATES TRUST COMPANY OF NEW YORK
               (Exact name of trustee as specified in its charter)


                  New York                                 13-3818954
       (Jurisdiction of incorporation                   (I.R.S. employer
        if not a U.S. national bank)                   identification No.)

            114 West 47th Street                           10036-1532
                New York, NY                               (Zip Code)
            (Address of principal
             executive offices)

                               ------------------
                            LOEHMANN'S HOLDINGS INC.
               (Exact name of obligor as specified in its charter)

                  Delaware                                 Applied For
      (State or other jurisdiction of                   (I.R.S. employer
       incorporation or organization)                  identification No.)

             2500 Halsey Street
                  Bronx, NY                                   10461
  (Address of principal executive offices)                 (Zip Code)
                               ------------------
                            11% Senior Notes due 2005
                       (Title of the indenture securities)
                 ==============================================


<PAGE>

                                      - 2 -

                                     GENERAL

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.

           Federal Reserve Bank of New York (2nd District), New York, New York
               (Board of Governors of the Federal Reserve System)
           Federal Deposit Insurance Corporation, Washington, D.C.
           New York State Banking Department, Albany, New York

    (b) Whether it is authorized to exercise corporate trust powers.

           The trustee is authorized to exercise corporate trust powers.

2.  AFFILIATIONS WITH THE OBLIGOR

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

           None

3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15:

    Loehmann's Holdings, Inc. currently is not in default under any of its
    outstanding securities for which United States Trust Company of New York is
    Trustee. Accordingly, responses to Items 3, 4, 5, 6, 7, 8, 9, 10, 11, 12,
    13, 14 and 15 of Form T-1 are not required under General Instruction B.

16. LIST OF EXHIBITS

    T-1.1      --     Organization Certificate, as amended, issued by the
                      State of New York Banking Department to transact business
                      as a Trust Company, is incorporated by reference to
                      Exhibit T-1.1 to Form T-1 filed on September 15, 1995 with
                      the Commission pursuant to the Trust Indenture Act of
                      1939, as amended by the Trust Indenture Reform Act of 1990
                      (Registration No. 33-97056).

    T-1.2      --     Included in Exhibit T-1.1.

    T-1.3      --     Included in Exhibit T-1.1.


<PAGE>

                                      - 3 -

16. LIST OF EXHIBITS
    (CONT'D)

    T-1.4      --     The By-Laws of United States Trust Company of New York,
                      as amended, is incorporated by reference to Exhibit T-1.4
                      to Form T-1 filed on September 15, 1995 with the
                      Commission pursuant to the Trust Indenture Act of 1939, as
                      amended by the Trust Indenture Reform Act of 1990
                      (Registration No. 33-97056).

    T-1.6      --     The consent of the trustee required by Section 321(b)
                      of the Trust Indenture Act of 1939, as amended by the
                      Trust Indenture Reform Act of 1990.

    T-1.7      --     A copy of the latest report of condition of the trustee
                      pursuant to law or the requirements of its supervising or
                      examining authority.

NOTE

As of August 2, 2000, the trustee had 2,999,020 shares of Common Stock
outstanding, all of which are owned by its parent company, U.S. Trust
Corporation. The term "trustee" in Item 2, refers to each of United States Trust
Company of New York and its parent company, U. S. Trust Corporation.

In answering Item 2 in this statement of eligibility as to matters peculiarly
within the knowledge of the obligor or its directors, the trustee has relied
upon information furnished to it by the obligor and will rely on information to
be furnished by the obligor and the trustee disclaims responsibility for the
accuracy or completeness of such information.

                               ------------------

Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
United States Trust Company of New York, a corporation organized and existing
under the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York, and State of New York, on the 3rd day
of August, 2000.

UNITED STATES TRUST COMPANY
     OF NEW YORK, Trustee

By:            /s/ Louis P. Young
        -------------------------------------------
        Louis P. Young
        Vice President


<PAGE>

                                                          EXHIBIT T-1.6

            The consent of the trustee required by Section 321(b) of the Act.

                     United States Trust Company of New York
                              114 West 47th Street
                               New York, NY 10036

August 3, 2000



Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC  20549

Gentlemen:

Pursuant to the provisions of Section 321(b) of the Trust Indenture Act of 1939,
as amended by the Trust Indenture Reform Act of 1990, and subject to the
limitations set forth therein, United States Trust Company of New York ("U.S.
Trust") hereby consents that reports of examinations of U.S. Trust by Federal,
State, Territorial or District authorities may be furnished by such authorities
to the Securities and Exchange Commission upon request therefor.



Very truly yours,


UNITED STATES TRUST COMPANY
     OF NEW YORK

        /s/ Gerard F. Ganey
        ------------------------------------
By:     Gerard F. Ganey
        Senior Vice President



<PAGE>

                                                                   EXHIBIT T-1.7

                     UNITED STATES TRUST COMPANY OF NEW YORK
                       CONSOLIDATED STATEMENT OF CONDITION
                                 MARCH 31, 2000
                                 --------------
                                ($ IN THOUSANDS)

ASSETS
Cash and Due from Banks                                             $   341,320
Short-Term Investments                                                   63,345
Securities, Available for Sale                                          541,852

Loans                                                                 2,569,198
Less:  Allowance for Credit Losses                                       17,809
                                                                    -----------
     Net Loans                                                        2,551,388
Premises and Equipment                                                   58,788
Other Assets                                                            200,645
                                                                    -----------
     TOTAL ASSETS                                                   $ 3,757,339
                                                                    ===========

LIABILITIES
Deposits:
     Non-Interest Bearing                                           $   890,544
     Interest Bearing                                                 2,158,793
                                                                    -----------
        Total Deposits                                                3,049,337

Short-Term Credit Facilities                                            296,646
Accounts Payable and Accrued Liabilities                                196,619
                                                                    -----------
     TOTAL LIABILITIES                                              $ 3,542,602
                                                                    ===========

STOCKHOLDER'S EQUITY
Common Stock                                                             14,995
Capital Surplus                                                          53,041
Retained Earnings                                                       151,504
Unrealized Loss on Securities
     Available for Sale (Net of Taxes)                                   (4,804)
                                                                    -----------

TOTAL STOCKHOLDER'S EQUITY                                              214,736
                                                                    -----------
    TOTAL LIABILITIES AND
     STOCKHOLDER'S EQUITY                                           $ 3,757,339
                                                                    ===========

I, Richard E. Brinkmann, Managing Director & Comptroller of the named bank do
hereby declare that this Statement of Condition has been prepared in conformance
with the instructions issued by the appropriate regulatory authority and is true
to the best of my knowledge and belief.

Richard E. Brinkmann, Managing Director & Controller
May 16, 2000


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