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- S-4 Registration of securities issued in business combination transactions
- 2.1 Agreement and Plan of Merger
- 3.1 Certificate of Incorporation of CRC Health Corporation
- 3.2.1 Certificate of Incorporation of 4THERAPY.COM Network
- 3.2.2 Certificate of Incorporation of Advanced Treatment Systems, Inc.
- 3.2.3 Certificate of Incorporation of Ats of Cecil County, Inc.
- 3.2.4 Certificate of Incorporation of Ats of Delaware, Inc.
- 3.2.5 Certificate of Incorporation of Ats of North Carolina, Inc.
- 3.2.6 Certificate of Incorporation of Baton Rouge Treatment Center, Inc.
- 3.2.7 Certificate of Incorporation of Beckley Treatment Center, Inc.
- 3.2.8 Certificate of Incorporation of Bgi of Brandywine, Inc.
- 3.2.9 Certificate of Incorporation of Bowling Green Inn of Pensacola, Inc.
- 3.2.10 Certificate of Incorporation of Bowling Green Inn of South Dakota, Inc.
- 3.2.11 Certificate of Incorporation of Caps of Virginia, Inc.
- 3.2.12 Certificate of Incorporation of Cartersville Center, Inc.
- 3.2.13 Certificate of Incorporation of Charleston Treatment Center Inc.
- 3.2.14 Certificate of Incorporation of Clarksburg Treatment Center, Inc.
- 3.2.15 Certificate of Incorporation of Comprehensive Addiction Programs, Inc.
- 3.2.16 Certificate of Incorporation of Coral Health Services, Inc.
- 3.2.17 Certificate of Incorporation of CRC Ed Treatment, Inc.
- 3.2.18 Certificate of Incorporation of CRC Recovery, Inc.
- 3.2.19 Certificate of Incorporation of East Indiana Treatment Center, Inc.
- 3.2.20 Certificate of Incorporation of Evansville Treatment Center, Inc.
- 3.2.21 Certificate of Incorporation of Galax Treatment Center, Inc.
- 3.2.22 Certificate of Incorporation of Greenbriar Treatment Center, Inc.
- 3.2.23 Certificate of Incorporation of Huntington Treatment Center, Inc.
- 3.2.24 Certificate of Incorporation of Indianapolis Treatment Center, Inc.
- 3.2.25 Certificate of Incorporation of Jayco Administration, Inc.
- 3.2.26 Certificate of Incorporation of Jeff-grand Management Co., Inc.
- 3.2.27 Certificate of Incorporation of Kansas City Treatment Center, Inc.
- 3.2.28 Certificate of Incorporation of Mineral County Treatment Center, Inc.
- 3.2.29 Certificate of Incorporation of MWB Associates-massachusetts, Inc.
- 3.2.30 Certificate of Incorporation of National Specialty Clinics, Inc.
- 3.2.31 Certificate of Incorporation of NSC Acquisition Corp.
- 3.2.32 Certificate of Incorporation of Parkersbur Treatment Center, Inc.
- 3.2.33 Certificate of Incorporation of Richmond Treatment Center, Inc.
- 3.2.34 Certificate of Incorporation of San Diego Health Alliance
- 3.2.35 Certificate of Incorporation of Sheltered Living Incorporated
- 3.2.36 Certificate of Incorporation of Sierra Tucson Inc.
- 3.2.37 Certificate of Incorporation of Southern Indiana Treatment Center, Inc.
- 3.2.38 Certificate of Incorporation of Southern W. Virginia Treatment Center, Inc.
- 3.2.39 Certificate of Incorporation of Southwest Illinois Treatment Center, Inc.
- 3.2.40 Certificate of Incorporation of Stonehedge Convalescent Center, Inc.
- 3.2.41 Certificate of Incorporation of Stonehedge Convalescent Center LP
- 3.2.42 Certificate of Incorporation of the Camp Recovery Centers, LP
- 3.2.43 Certificate of Incorporation of Transcultural Health Developement, Inc.
- 3.2.44 Certificate of Incorporation of Treatment Associates, Inc.
- 3.2.45 Certificate of Incorporation of Virginia Treatment Center, Inc.
- 3.2.46 Certificate of Incorporation of Volunteer Treatment Center, Inc.
- 3.2.47 Certificate of Incorporation of WCHS of Colorado (G) Inc.
- 3.2.48 Certificate of Incorporation of WCHS, Inc.
- 3.2.49 Certificate of Incorporation of Wheeling Treatment Center, Inc.
- 3.2.50 Certificate of Incorporation of White Deer Realty, LTD.
- 3.2.51 Certificate of Incorporation of White Deer Run, Inc.
- 3.2.52 Certificate of Incorporation of Wichita Treatment Center Inc.
- 3.2.53 Certificate of Incorporation of Williamson Treatment Center, Inc.
- 3.2.54 Certificate of Incorporation of Wilmington Treatment Center, Inc.
- 3.3 By-laws of CRC Health Corporation
- 3.4.1 By-laws of 4THERAPY.COMNETWORK
- 3.4.2 By-laws of Advanced Treatment Systems, Inc.
- 3.4.3 By-laws of Ats of Cecil County, Inc.
- 3.4.4 By-laws of Ats of Delaware, Inc.
- 3.4.5 By-laws of Ats of North Carolina, Inc.
- 3.4.6 By-laws of Baton Rouge Treatment Center, Inc.
- 3.4.7 By-laws of Beckley Treatment Center, Inc.
- 3.4.8 By-laws of Bgi of Brandywine, Inc.
- 3.4.9 By-laws of Bowling Green Inn of Pensacola, Inc.
- 3.4.10 By-laws of Bowling Green Inn of South Dakota, Inc.
- 3.4.11 By-laws of Caps of Virginia, Inc.
- 3.4.12 By-laws of Cartersville Center, Inc.
- 3.4.13 By-laws of Charleston Treatment Center, Inc.
- 3.4.14 By-laws of Clarksburg Treatment Center, Inc.
- 3.4.15 By-laws of Comprehensive Addiction Programs, Inc.
- 3.4.16 By-laws of Coral Health Service, Inc.
- 3.4.17 By-laws of CRC Ed Treatment, Inc.
- 3.4.18 By-laws of CRC Recovery, Inc.
- 3.4.19 By-laws of East Indiana Treatment Center, Inc.
- 3.4.20 By-laws of Evansville Treatment Center, Inc.
- 3.4.21 By-laws of Galax Treatment Center, Inc.
- 3.4.22 By-laws of Greenbriar Treatment Center, Inc.
- 3.4.23 By-laws of Huntington Treatment Center, Inc.
- 3.4.24 By-laws of Indianapolis Treatment Center, Inc.
- 3.4.25 By-laws of Jayco Administration, Inc.
- 3.4.26 By-laws of Jeff-grand Management Co., Inc.
- 3.4.27 By-laws of Kansas City Treatment Center, Inc.
- 3.4.28 By-laws of Mineral County Treatment Center, Inc.
- 3.4.29 By-laws of MWB Associates-massachusetts, Inc.
- 3.4.30 By-laws of National Specialty Clinics, Inc.
- 3.4.31 By-laws of NSC Acquisition Corp.
- 3.4.32 By-laws of Parkersburg Treatment Center, Inc.
- 3.4.33 By-laws of Richmond Treatment Center, Inc.
- 3.4.34 By-laws of San Diego Health Alliance
- 3.4.35 By-laws of Sheltered Living Incorporated
- 3.4.36 By-laws of Sierra Tuscon Inc.
- 3.4.37 By-laws of Southern Indiana Treatment Center, Inc.
- 3.4.38 By-laws of Southern West Virginia Treatment Center, Inc.
- 3.4.39 By-laws of Southwest Illinois Treatment Center, Inc.
- 3.4.40 By-laws of Stonehedge Convalescent Center, Inc.
- 3.4.41 By-laws of Transcultural Health Development, Inc.
- 3.4.42 By-laws of Treatment Associates, Inc.
- 3.4.43 By-laws of Virginia Treatment Center, Inc.
- 3.4.44 By-laws of Volunteer Treatment Center
- 3.4.45 By-laws of WCHS Colorado (G), Inc.
- 3.4.46 By-laws of WCHS, Inc.
- 3.4.47 By-laws of Wheeling Treatment Center
- 3.4.48 By-laws of White Deer Realty
- 3.4.49 By-laws of White Deer Run, Inc.
- 3.4.50 By-laws of Wichita Treatment Center
- 3.4.51 By-laws of Williamson Treatment Center
- 3.4.52 By-laws of Wilmington Treatment Center
- 3.5 Partnership Agreement of California Treatment Center
- 3.6 Partnership Agreement of Milwaukee Health Services Systems
- 3.7 Partership Agreement of San Diego Treatment Services
- 3.8 Limited Partnership Agreement of the Camp Recovery Centers, L.P.
- 4.1 Indenture
- 4.2 Registration Rights Agreement
- 5.1 Opinion of Ropes & Gray
- 5.2 Opinion of Dla Piper Rudnick Gray Cary Us LLP - California
- 5.3 Opinion of Dla Piper Rudnick Gray Cary Us LLP - Illinois
- 5.4 Opinion of Dla Piper Rudnick Gray Cary Us LLP - Texas
- 5.5 Opinion of Powell Goldstein LLP
- 5.6 Opinion of Barnes & Thornburg
- 5.7 Opinion of Foulston Siefkin LLP
- 5.8 Opinion of Liskow & Lewis, a PLC
- 5.9 Opinion of Woodburn and Wedge
- 5.10 Opinion of Ballard Spahr Andrews & Ingersoll, LLP
- 5.11 Opinion of Trauger & Tuke
- 5.12 Opinion of Hirschler Fleischer
- 5.13 Opinion of Steptoe & Johnson PLLC
- 5.14 Opinion of Lafollette Godfrey & Kahn
- 10.1 Credit Agreement
- 10.2 Security Agreement
- 10.3 Guarantee Agreement
- 10.4 Management Agreement with Bain
- 10.5 Employment Agreement Between Barry Karlin, CRC Health Group, Inc. and CRC Health
- 10.6 Stockholder Agreement Among CRC Health Group, Inc.
- 10.7 Form of Executive Letter Agreement
- 10.8 2006 Executive Incentive Plan
- 10.9 2006 Management Incentive Plan
- 10.10 Form of Senior Executive Option
- 10.11 Form of Executive Option Certificate
- 10.12 Form of Management Time Vesting Option Certificate
- 10.13 Form of Substitute Option Certificate
- 10.14 Rollover and Subscription Agreement Between Crca Holdings and CRC Health Group
- 12 Statement of Computation of Ratio of Earnings to Fixed Charges
- 21 Subsidiaries of CRC Health Corporation
- 23.1 Consent of Deloitte & Touche LLP
- 23.2 Consent of Ernst & Young LLP
- 25 Statement of Eligibility of Trustee on Form T-1
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
- 9 Oct 15 Registration of securities issued in business combination transactions
- 2 Jul 15 Registration of securities issued in business combination transactions
- 4 Aug 06 Registration of securities issued in business combination transactions (amended)
- 21 Jun 06 Registration of securities issued in business combination transactions
Exhibit 25
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) |
Richard Prokosch
U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107
(651) 495-3918
(Name, address and telephone number of agent for service)
CRC Health Corporation
(Issuer with respect to the Securities)
Delaware | 73-1650429 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
20400 Stevens Creek Boulevard Suite 600 Cupertino, California | 95014 | |
(Address of Principal Executive Offices) | (Zip Code) |
10-3/4% Senior Subordinated Notes Due 2016
Guarantees of 10-3/4% Senior Subordinated Notes Due 2016
(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, 2006 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. |
* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
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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 1st of June, 2006.
By: | /s/ Richard Prokosch | |
Richard Prokosch Vice President |
By: | /s/ Raymond Haverstock | |
Raymond Haverstock 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: June 1, 2006
By: | /s/ Richard Prokosch | |
Richard Prokosch Vice President |
By: | /s/ Raymond Haverstock | |
Raymond Haverstock Vice President |
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Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 3/31/2006
($000’s)
3/31/2006 | |||
Assets | |||
Cash and Due From Depository Institutions | $ | 7,050,967 | |
Securities | 39,215,391 | ||
Federal Funds | 3,114,744 | ||
Loans & Lease Financing Receivables | 135,184,791 | ||
Fixed Assets | 1,737,385 | ||
Intangible Assets | 11,754,046 | ||
Other Assets | 10,882,988 | ||
Total Assets | $ | 208,940,312 | |
Liabilities | |||
Deposits | $ | 132,810,195 | |
Fed Funds | 12,304,517 | ||
Treasury Demand Notes | 0 | ||
Trading Liabilities | 252,318 | ||
Other Borrowed Money | 28,673,468 | ||
Acceptances | 0 | ||
Subordinated Notes and Debentures | 6,432,494 | ||
Other Liabilities | 6,859,284 | ||
Total Liabilities | $ | 187,332,276 | |
Equity | |||
Minority Interest in Subsidiaries | $ | 1,029,155 | |
Common and Preferred Stock | 18,200 | ||
Surplus | 11,804,040 | ||
Undivided Profits | 8,756,641 | ||
Total Equity Capital | $ | 21,608,036 | |
Total Liabilities and Equity Capital | $ | 208,940,312 |
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/ Richard Prokosch |
Vice President
Date: June 1, 2006
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