Exhibit 25.1
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) |
THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK
(Exact name of trustee as specified in its charter)
| New York | 13-5691211 | |
(Jurisdiction of incorporation or organization if not a U.S. national bank) | (I.R.S. Employer Identification No.) |
One Liberty Plaza New York, NY | 10006 | |
| (Address of principal executive offices) | (Zip code) |
N/A
(Name, address and telephone number of agent for service)
HealthSouth Corporation1
(Exact name of obligor as specified in its charter)
| Delaware | 63-0860407 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
3660 Grandview Parkway, Suite 200
Birmingham, Alabama 35243
(Address of principal executive offices)
Debt Securities
(Title of the indenture securities)
| 1 | See Table 1 – List of additional obligors |
Table 1
LIST OF ADDITIONAL OBLIGORS
Exact Name of Obligor as Specified in its Charter and Address, Including Zip Code, and Telephone Number, Including Area Code of Obligor’s Principal Executive Offices* | State or other | I.R.S. Employer Identification Number | ||
Advantage Health, LLC | Delaware | 04-2772046 | ||
Advantage Health Harmarville Rehabilitation Corporation | Pennsylvania | 52-1960506 | ||
Baton Rouge Rehab, Inc. | Delaware | 74-2478651 | ||
Beaumont Rehab Associates Limited Partnership | Delaware | 25-1656648 | ||
CMS Jonesboro Rehabilitation, Inc. | Delaware | 62-1347455 | ||
Collin County Rehab Associates Limited Partnership | Delaware | 25-1661222 | ||
Continental Medical of Arizona, Inc. | Delaware | 25-1622263 | ||
Continental Medical Systems, Inc. | Delaware | 72-1051812 | ||
Continental Rehabilitation Hospital of Arizona, Inc. | Delaware | 25-1622264 | ||
HEALTHSOUTH Aviation, LLC | Delaware | 26-2558709 | ||
HEALTHSOUTH Bakersfield Rehabilitation Hospital Limited Partnership | Alabama | 63-1184845 | ||
HEALTHSOUTH LTAC of Sarasota, Inc. | Delaware | 63-1283287 | ||
HEALTHSOUTH Medical Center, Inc. | Alabama | 63-0872396 | ||
HEALTHSOUTH Meridian Point Rehabilitation Hospital Limited Partnership | Alabama | 63-1184846 | ||
HEALTHSOUTH Mesa Rehabilitation Hospital, LLC | Delaware | 26-2942698 | ||
HEALTHSOUTH Northern Kentucky Rehabilitation Hospital Limited Partnership | Alabama | 63-1184835 | ||
HEALTHSOUTH of Altoona, Inc. | Delaware | 63-1105927 | ||
HEALTHSOUTH of Austin, Inc. | Delaware | 63-1105908 | ||
HEALTHSOUTH of Charleston, LLC | Delaware | 63-1106610 | ||
HEALTHSOUTH of Dothan, Inc. | Alabama | 63-1097851 | ||
HEALTHSOUTH of East Tennessee, LLC | Delaware | 63-1028003 | ||
HEALTHSOUTH of Erie, LLC | Delaware | 63-1105904 | ||
HEALTHSOUTH of Fort Smith, LLC | Delaware | 63-1105919 | ||
HEALTHSOUTH of Ft. Lauderdale Limited Partnership | Alabama | 63-1134714 | ||
HEALTHSOUTH of Henderson, Inc. | Delaware | 63-1262946 | ||
HEALTHSOUTH of Houston, Inc. | Delaware | 63-1105909 | ||
HEALTHSOUTH of Largo Limited Partnership | Alabama | 63-1134645 | ||
HEALTHSOUTH of Mechanicsburg, Inc. | Delaware | 63-1105923 | ||
HEALTHSOUTH of Midland, Inc. | Delaware | 63-1105911 | ||
HEALTHSOUTH of Montgomery, Inc. | Alabama | 63-1106107 | ||
HEALTHSOUTH of New Mexico, Inc. | New Mexico | 63-0923407 | ||
HEALTHSOUTH of Nittany Valley, Inc. | Delaware | 63-1105924 | ||
HEALTHSOUTH of Pittsburgh, LLC | Delaware | 63-1105926 | ||
HEALTHSOUTH of Reading, LLC | Delaware | 72-1397929 | ||
HEALTHSOUTH of San Antonio, Inc. | Delaware | 63-1105930 | ||
HEALTHSOUTH of Sarasota Limited Partnership | Alabama | 63-1134650 | ||
HEALTHSOUTH of Sewickley, Inc. | Delaware | 63-1227357 | ||
HEALTHSOUTH of South Carolina, Inc. | Delaware | 63-0974715 | ||
HEALTHSOUTH of Spring Hill, Inc. | Delaware | 63-1244181 | ||
HEALTHSOUTH of Tallahassee Limited Partnership | Alabama | 63-1134713 | ||
HEALTHSOUTH of Texarkana, Inc. | Delaware | 63-1105916 | ||
HEALTHSOUTH of Texas, Inc. | Texas | 63-0923506 | ||
HEALTHSOUTH of Toms River, LLC | Delaware | 63-1105897 | ||
HEALTHSOUTH of Treasure Coast, Inc. | Delaware | 63-1105921 | ||
HEALTHSOUTH of Utah, Inc. | Delaware | 63-1105917 | ||
HEALTHSOUTH of York, LLC | Delaware | 63-1105925 | ||
HEALTHSOUTH of Yuma, Inc. | Delaware | 95-4895912 | ||
HEALTHSOUTH Properties, LLC | Delaware | 63-1133453 |
HEALTHSOUTH Real Property Holding, LLC | Delaware | 63-1044004 | ||
HEALTHSOUTH Rehabilitation Center of New Hampshire, Ltd. | Alabama | 63-1102594 | ||
HEALTHSOUTH Rehabilitation Center, Inc. | South Carolina | 57-0775688 | ||
HEALTHSOUTH Rehabilitation Hospital of Arlington Limited Partnership | Alabama | 63-1184844 | ||
HEALTHSOUTH Rehabilitation Hospital of Manati, Inc. | Delaware | 20-1151662 | ||
HEALTHSOUTH Rehabilitation Hospital of Northern Virginia, Inc. | Delaware | 26-1159764 | ||
HEALTHSOUTH Rehabilitation Hospital of Odessa, Inc. | Delaware | 33-1039783 | ||
HEALTHSOUTH Rehabilitation Hospital of South Jersey, LLC | Delaware | 26-2414472 | ||
HEALTHSOUTH Rehabilitation Institute of Tucson, LLC | Alabama | 63-1184847 | ||
HEALTHSOUTH Specialty Hospital, Inc. | Texas | 63-1114772 | ||
HEALTHSOUTH Sub-Acute Center of Mechanicsburg, Inc. | Delaware | 63-1105903 | ||
HEALTHSOUTH Valley of the Sun Rehabilitation Hospital Limited Partnership | Alabama | 63-1184848 | ||
Lakeshore System Services of Florida, Inc. | Florida | 63-1119356 | ||
Lakeview Rehabilitation Group Partners | Kentucky | 25-1573943 | ||
New England Rehabilitation Management Co., LLC | New Hampshire | 02-0393832 | ||
North Louisiana Rehabilitation Center, Inc. | Louisiana | 72-1091113 | ||
Rebound, LLC | Delaware | 62-1178229 | ||
Rehab Concepts Corp. | Delaware | 25-1650793 | ||
Rehabilitation Hospital Corporation of America, Inc. | Delaware | 23-2655290 | ||
Rehabilitation Hospital of Colorado Springs, Inc. | Delaware | 25-1612420 | ||
Rehabilitation Hospital of Fredericksburg, Inc. | Delaware | 20-0949793 | ||
Rehabilitation Hospital of Nevada - Las Vegas, Inc. | Delaware | 25-1694347 | ||
Rehabilitation Hospital of Nevada - Las Vegas, L.P. | Delaware | 25-1693810 | ||
Rehabilitation Hospital of Petersburg, Inc. | Delaware | 20-0948362 | ||
Rehabilitation Hospital of Plano, Inc. | Texas | 25-1612423 | ||
Rehabilitation Institute of Western Massachusetts, LLC | Massachusetts | 04-2987822 | ||
Sarasota LTAC Properties, LLC | Florida | 20-0978999 | ||
SCA-Dalton, Inc. | Tennessee | 71-0923702 | ||
Sherwood Rehabilitation Hospital, Inc. | Delaware | 25-1604215 | ||
Southeast Texas Rehabilitation Hospital, Inc. | Texas | 25-1595744 | ||
Southern Arizona Regional Rehabilitation Hospital, L.P. | Delaware | 25-1654947 | ||
Tarrant County Rehabilitation Hospital, Inc. | Texas | 25-1587575 | ||
Terre Haute Regional Rehabilitation Hospital, L.P. | Delaware | 25-1675783 | ||
Terre Haute Rehabilitation Hospital, Inc. | Delaware | 25-1672916 | ||
Tyler Rehabilitation Hospital, Inc. | Texas | 25-1667731 | ||
Western Medical Rehab Associates, L.P. | Delaware | 33-0695017 | ||
Western Neuro Care, Inc. | Delaware | 25-1572589 |
| * | All Obligors have the following principal executive offices: |
c/o HealthSouth Corporation
3660 Grandview Parkway, Suite 200
Birmingham, Alabama 35243
(205) 967-7116
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. | |
Board of Governors of the Federal Reserve System Washington, D.C. | ||
State of New York Banking Department State House, Albany, N.Y. | ||
| (b) | Whether it is authorized to exercise corporate trust powers. | |
The trustee is authorized to exercise corporate trust powers. | ||
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such affiliation. | ||
None with respect to the trustee. | ||
Item 3 through Item 15. Not applicable.
Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.
| Exhibit 1. | Copy of the Organization Certificate of the Trustee now in effect. | |
| (Exhibit 1 to T-1 Registration Statement No. 333-6688) | ||
| Exhibit 2. | Copy of the Certificate of Authority if the Trustee to commerce business. | |
| (Exhibit 2 to T-1 Registration Statement No. 333-6688) | ||
| Exhibit 3. | None; authorization to exercise corporate trust powers is contained in the documents identified above as Exhibit 1 and 2. | |
| Exhibit 4. | Copy of By-laws of the trustee as now in effect. | |
| (Exhibit 4 to T-1 Registration Statement No. 333-6688) | ||
| Exhibit 5. | Not applicable. | |
| Exhibit 6. | The consent of the Trustee required by Section 321(b) of the Act. | |
| (Exhibit 6 to T-1 Registration Statement No. 333-6688) | ||
| Exhibit 7. | Copy of the latest Report of Condition of the Trustee as of June 30, 2009. | |
| Exhibit 8. | Not applicable. | |
| Exhibit 9. | Not applicable. | |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, The Bank of Nova Scotia 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 13th day of November, 2009.
| THE BANK OF NOVA SCOTIA | ||
| TRUST COMPANY OF NEW YORK | ||
| By: | /s/ John F. Neylan | |
| John F. Neylan | ||
| Trust Officer | ||
The Bank of Nova Scotia Trust Company of New York | ||
| Legal Title of Bank |
New York | ||
City |
New York | 10006 | |
| State | Zip Code |
FDIC Certificate Number / / / / / /
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for June 30, 2009
All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.
SCHEDULE RC-BALANCE SHEET
| Dollar Amounts in Thousands | RCON | Bil | Mil | Thou | ||||||
ASSETS | ||||||||||
1. Cash and balances due from depository institutions (from Schedule RC-A): | ||||||||||
a. Noninterest-bearing balances and currency and coin(1) | 0081 | 1 | 673 | 1.a. | ||||||
b. Interest-bearing balances(2) | 0071 | 8 | 000 | 1.b. | ||||||
2. Securities: | ||||||||||
a. Held-to-maturity securities (from Schedule RC-B, column A) | 1754 | 5 | 758 | 2.a. | ||||||
b. Available-for-sale securities (from Schedule RC-B, column D) | 1773 | 0 | 2.b. | |||||||
3. Federal funds sold and securities purchased under agreement to resell | ||||||||||
a. Federal Funds sold | B987 | 0 | 3.a. | |||||||
b. Securities purchased under agreements to resell(3) | B989 | 0 | 3.b. | |||||||
4. Loans and lease financing receivable (from Schedule RC-C): | ||||||||||
a. Loans and leases held for sale | 5369 | 0 | 4.a. | |||||||
b. Loans and leases, net of unearned income | B528 | 4.b. | ||||||||
c. LESS: Allowance for loan and lease losses | 3123 | 4.c. | ||||||||
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) | B529 | 0 | 4.d. | |||||||
5. Trading assets (from Schedule RC-D) | 3545 | 0 | 5. | |||||||
6. Premises and fixed assets (including capitalized leases) | 2145 | 0 | 6. | |||||||
7. Other real estate owned (from Schedule RC-M) | 2150 | 0 | 7. | |||||||
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) | 2130 | 0 | 8. | |||||||
9. Not applicable | ||||||||||
10. Intangible assets: | ||||||||||
a. Goodwill | 3163 | 0 | 10.a. | |||||||
b. Other intangible assets (from Schedule RC-M) | 0426 | 0 | 10.b. | |||||||
11. Other assets (from Schedule RC-F) | 2160 | 328 | 11. | |||||||
12. Total assets (sum of items 1 through 11) | 2170 | 15 | 759 | 12. |
| (1) | Includes cash items in process of collection and unposted debits. |
| (2) | Includes time certificates of deposit not held for trading. |
| (3) | Includes all securities resale agreements, regardless of maturity. |
SCHEDULE RC-CONTINUED
| Dollar Amounts in Thousands | RCON | Bil | Mil | Thou | ||||||
LIABILITIES | ||||||||||
13. Deposits: | ||||||||||
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E) | 2200 | 0 | 13.a. | |||||||
(1) Noninterest-bearing(l) | 6631 | 13.a.(1) | ||||||||
(2) Interest-bearing | 6636 | 13.a.(2) | ||||||||
b. Not applicable | ||||||||||
14. Federal funds purchased and securities sold under agreements to repurchase | ||||||||||
a. Federal Funds purchased(2) | B993 | 0 | 14.a. | |||||||
b. Securities sold under agreements to purchase(3) | B995 | 0 | 14.b. | |||||||
15. Trading liabilities (from Schedule RC-D) | 3548 | 0 | 15. | |||||||
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M) | 3190 | 0 | 16. | |||||||
17. and 18. Not applicable | ||||||||||
19. Subordinated notes and debentures(4) | 3200 | 0 | 19. | |||||||
20. Other liabilities (from Schedule RC-G) | 2930 | 696 | 20. | |||||||
21. Total liabilities (sum of items 13 through 20) | 2948 | 696 | 21. | |||||||
22. Minority interest in consolidated subsidiaries | 3000 | 0 | 22. | |||||||
EQUITY CAPITAL | ||||||||||
23. Perpetual preferred stock and related surplus | 3838 | 0 | 23. | |||||||
24. Common stock | 3230 | 1 | 000 | 24. | ||||||
25. Surplus (exclude all surplus related to preferred stock) | 3839 | 10 | 030 | 25. | ||||||
26. a. Retained earnings | 3632 | 4 | 033 | 26.a. | ||||||
b. Accumulated other comprehensive incomes(3) | B530 | 0 | 26.b. | |||||||
27. Other equity capital components(4) | A130 | 0 | 27. | |||||||
28. Total equity capital (sum of items 23 through 27) | 3210 | 15 | 063 | 28. | ||||||
29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28) | 3300 | 15 | 759 | 29. |
Memorandum
To be reported with the March Report of Condition.
| RCON | Number | |||
1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed far the bank by independent external auditors as of any date during 2008 | 6724 | M.1. |
| 1 = | Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank | |
| 2 = | Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) | |
| 3 = | Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm | |
| 4 = | Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority) | |
| 5 = | Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority) |
| 6 = | Review of the bank’s financial statements by external auditors |
| 7 = | Compilation of the bank’s financial statements by external auditors |
| 8 = | Other audit procedures (excluding tax preparation work) |
| 9 = | No external audit work |
| (1) | Includes total demand deposits and noninterest-bearing time and savings deposits. |
| (2) | Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money”. |
| (3) | Includes all securities repurchase agreements, regardless of maturity. |
| (4) | Includes limited-life preferred stock and related surplus. |
| (5) | Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and minimum pension liability adjustments. |
| (6) | Includes treasury stock and unearned Employee Stock Ownership Plans. |