Exhibit 25.1
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) ¨
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
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New York | | 13-5160382 |
(State of incorporation if not a U.S. national bank) | | (I.R.S. employer identification no.) |
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One Wall Street, New York, N.Y. | | 10286 |
(Address of principal executive offices) | | (Zip code) |
Education Management LLC
Education Management Finance Corp.
(Exact name of obligor as specified in its charter)
(See attached pages for additional obligors)
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Delaware | | 20-4506022 20-4887689 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. employer identification no.) |
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210 Sixth Avenue, Pittsburgh, PA | | 15222 |
(Address of principal executive offices) | | (Zip code) |
8¾% Senior Notes Due 2014 and Guarantees Thereof
(Title of the indenture securities)
TABLE OF ADDITIONAL OBLIGORS
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Exact Name of Registrant Guarantor as Specified in its Charter | | State of Other Jurisdiction of Incorporation or Organization | | I.R.S. Employer Identification No. | | Address. Including Zip Code and Telephone No. Including Area Code, Of Registrant Guarantor’s Principal Executive Offices |
AID Restaurant, Inc. | | Texas | | 01-0691168 | | 8080 Park Lane Suite 100 Dallas, Texas 75231 214-692-8080 |
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AIH Restaurant, Inc. | | Texas | | 76-0431417 | | 1900 Yorktown Houston, Texas 77056 713-623-2040 |
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AIIM Restaurant, Inc. | | Minnesota | | 41-1977654 | | 15 S. 9th Street La Salle Bldg. Minneapolis, Minnesota 55409 612-827-5981 |
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Argosy University Family Center, Inc. | | Minnesota | | 16-1665500 | | 310 East 38th St. Minneapolis, MN 55409 612-827-5981 |
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Brown Mackie Holding Co. | | Delaware | | 20-3108775 | | 210 Sixth Avenue—33rd Fl. Pittsburgh, PA 15222 412-562-0900 |
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The Connecting Link, Inc. | | Georgia | | 58-1987235 | | 5126 Ralston St. Ventura, CA 93003 805-654-0739 |
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EDMC Aviation, Inc. | | Pennsylvania | | 20-0212231 | | 210 Sixth Avenue—33rd Fl. Pittsburgh, PA 15222 412-562-0900 |
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EDMC Marketing and Advertising, Inc. | | Georgia | | 58-1591601 | | 210 Sixth Avenue—33rd Fl. Pittsburgh, PA 15222 412-562-0900 |
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Higher Education Services, Inc. | | Georgia | | 58-1983881 | | 709 Mall Avenue Savannah, GA 31406 803-799-9082 |
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MCM University Plaza, Inc. | | Illinois | | 36-4118464 | | 210 Sixth Avenue, 33rd Fl. Pittsburgh, PA 15222 412-562-0900 |
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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. |
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Name | | Address |
Superintendent of Banks of the State of New York | | 2 Rector Street New York, N.Y. 10006 and Albany, N.Y. 12203 |
Federal Reserve Bank of New York | | 33 Liberty Plaza, New York, N.Y. 10045 |
Federal Deposit Insurance Corporation | | Washington, D.C. 20429 |
New York Clearing House Association | | New York, N.Y. 10005 |
| (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. Not Applicable.
Item 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 Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.) |
| 2. | A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.) |
| 3. | The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.) |
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| 4. | 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, The Bank 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 6th day of October, 2006.
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THE BANK OF NEW YORK |
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By: | | /s/ ROBERT A. MASSIMILLO |
| | Name: ROBERT A. MASSIMILLO |
| | Title: VICE PRESIDENT |
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EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30, 2006, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act
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| | Dollar Amounts In Thousands |
ASSETS | | |
Cash and balances due from depository institutions: | | |
Noninterest-bearing balances and currency and coin | | 3,372,000 |
Interest-bearing balances | | 11,005,000 |
Securities: | | |
Held-to-maturity securities | | 2,269,000 |
Available-for-sale securities | | 23,124,000 |
Federal funds sold and securities purchased under agreements to resell | | |
Federal funds sold in domestic offices | | 490,000 |
Securities purchased under agreements to resell | | 252,000 |
Loans and lease financing receivables: | | |
Loans and leases held for sale | | 0 |
Loans and leases, net of unearned income | | 36,722,000 |
LESS: Allowance for loan and lease losses | | 414,000 |
Loans and leases, net of unearned income and allowance | | 36,308,000 |
Trading assets | | 5,770,000 |
Premises and fixed assets (including capitalized leases) | | 848,000 |
Other real estate owned | | 0 |
Investments in unconsolidated subsidiaries and associated companies | | 302,000 |
Not applicable | | |
Intangible assets: | | |
Goodwill | | 2,177,000 |
Other intangible assets | | 750,000 |
Other assets | | 7,196,000 |
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Total assets | | 93,863,000 |
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LIABILITIES | | |
Deposits: | | |
In domestic offices | | 40,014,000 |
Noninterest-bearing | | 21,153,000 |
Interest-bearing | | 18,861,000 |
In foreign offices, Edge and Agreement subsidiaries, and IBFs | | 31,312,000 |
Noninterest-bearing | | 286,000 |
Interest-bearing | | 31,026,000 |
Federal funds purchased and securities sold under agreements to repurchase | | |
Federal funds purchased in domestic offices | | 839,000 |
Securities sold under agreements to repurchase | | 396,000 |
Trading liabilities | | 3,045,000 |
Other borrowed money: | | |
(includes mortgage indebtedness and obligations under capitalized leases) | | 1,670,000 |
Not applicable | | |
Not applicable | | |
Subordinated notes and debentures | | 1,955,000 |
Other liabilities | | 6,011,000 |
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Total liabilities | | 85,242,000 |
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Minority interest in consolidated subsidiaries | | 150,000 |
EQUITY CAPITAL | | |
Perpetual preferred stock and related surplus | | 0 |
Common stock | | 1,135,000 |
Surplus (exclude all surplus related to preferred stock) | | 2,112,000 |
Retained earnings | | 5,444,000 |
Accumulated other comprehensive income | | -220,000 |
Other equity capital components | | 0 |
Total equity capital | | 8,471,000 |
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Total liabilities, minority interest, and equity capital | | 93,863,000 |
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I, Thomas J. Mastro, Executive Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
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Thomas J. Mastro, |
Executive Vice President and Comptroller |
We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We 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 and is true and correct.
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Thomas A. Renyi | | | | | |
Gerald L. Hassell | | | | | Directors |
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