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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
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_____ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b) (2)
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A NATIONAL BANKING ASSOCIATION 94-1347393
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national Identification No.)
bank)
101 NORTH PHILLIPS AVENUE
SIOUX FALLS, SOUTH DAKOTA 57104
(Address of principal executive offices) (Zip code)
WELLS FARGO & COMPANY
LAW DEPARTMENT, TRUST SECTION
MAC N9305-175
SIXTH STREET AND MARQUETTE AVENUE, 17TH FLOOR
MINNEAPOLIS, MINNESOTA 55479
(612) 667-4608
(Name, address and telephone number of agent for service)
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HARLAND CLARKE HOLDINGS CORP.(1)
(Exact name of obligor as specified in its charter)
DELAWARE 84-1696500
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2939 MILLER ROAD
DECATUR, GA 30035
(Address of principal executive offices)
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SENIOR FLOATING RATE NOTES DUE 2015
9.50% SENIOR FIXED RATE NOTES DUE 2015
(Title of the indenture securities)
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(1) See Table 1 - List of additional obligors
Table 1
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Exact Name of Additional Registrant as Specified in its
Charter/Constituent Documents* Jurisdiction of Incorporation Federal EIN
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B(2)Direct, Inc. Delaware 74-2977833
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Centralia Holding Corp. Georgia 58-1980290
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Checks in the Mail, Inc. Delaware 51-0348071
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Clarke American Checks, Inc. Delaware 74-2619107
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Harland Checks and Services, Inc. Georgia 58-2191143
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Harland Clarke Corp. Delaware 58-0278260
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Harland Financial Solutions, Inc. Oregon 93-0704365
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HFS Core Systems, Inc. Delaware 94-2746681
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HFS Scantron Holdings Corp. New York 26-0223054
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John H. Harland Company of Puerto Rico Georgia 58-1143611
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Scantron Corporation Delaware 95-2767912
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* The address for each of the additional registrants is c/o Harland Clarke
Holdings Corp., 2939 Miller Road, Decatur, GA 30035
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
Treasury Department
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of San Francisco
San Francisco, California 94120
(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.
No responses are included for Items 3-14 of this Form T-1 because the obligor is
not in default as provided under Item 13.
Item 15. Foreign Trustee. Not applicable.
Item 16. List of Exhibits. List below all exhibits filed as a part of this
Statement of Eligibility.
Exhibit 1. A copy of the Articles of Association of the trustee now
in effect.*
Exhibit 2. A copy of the Comptroller of the Currency Certificate of
Corporate Existence and Fiduciary Powers for Wells Fargo
Bank, National Association, dated February 4, 2004.**
Exhibit 3. See Exhibit 2
Exhibit 4. Copy of By-laws of the trustee as now in effect.***
Exhibit 5. Not applicable.
Exhibit 6. The consent of the trustee required by Section 321(b) of
the Act.
Exhibit 7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
* Incorporated by reference to the exhibit of the same number to the
trustee's Form T-1 filed as exhibit 25 to the Form S-4 dated December
30, 2005 of Hornbeck Offshore Services LLC file number 333-130784-06.
** Incorporated by reference to the exhibit of the same number to the
trustee's Form T-1 filed as exhibit 25 to the Form T-3 dated March 3,
2004 of Trans-Lux Corporation file number 022-28721.
*** Incorporated by reference to the exhibit of the same number to the
trustee's Form T-1 filed as exhibit 25.1 to the Form S-4 dated May 26,
2005 of Penn National Gaming, Inc. file number 333-125274.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, Wells Fargo 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 to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Middletown and State
of Connecticut on the 4th day of June 2007.
WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ Joseph P. O'Donnell
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Joseph P. O'Donnell
Vice President
EXHIBIT 6
June 4, 2007
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as
amended, the undersigned hereby consents that reports of examination of the
undersigned made by Federal, State, Territorial, or District authorities
authorized to make such examination may be furnished by such authorities to the
Securities and Exchange Commission upon its request therefor.
Very truly yours,
WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ Joseph P. O'Donnell
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Joseph P. O'Donnell
Vice President
Exhibit 7
Consolidated Report of Condition of
Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business March 31, 2007, filed in accordance with 12 U.S.C. ss.161 for National Banks.
Dollar Amounts
In Millions
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ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin $ 12,467
Interest-bearing balances 1,280
Securities:
Held-to-maturity securities 0
Available-for-sale securities 40,238
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices 6,195
Securities purchased under agreements to resell 1,187
Loans and lease financing receivables:
Loans and leases held for sale 33,093
Loans and leases, net of unearned income 251,321
LESS: Allowance for loan and lease losses 2,151
Loans and leases, net of unearned income and allowance 249,170
Trading Assets 3,665
Premises and fixed assets (including capitalized leases) 4,173
Other real estate owned 657
Investments in unconsolidated subsidiaries and associated companies 392
Intangible assets
Goodwill 8,994
Other intangible assets 18,668
Other assets 16,668
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Total assets $396,847
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LIABILITIES
Deposits:
In domestic offices $269,773
Noninterest-bearing 75,101
Interest-bearing 194,672
In foreign offices, Edge and Agreement subsidiaries, and IBFs 43,580
Noninterest-bearing 6
Interest-bearing 43,574
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices 3,911
Securities sold under agreements to repurchase 6,114
Dollar Amounts
In Millions
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Trading liabilities 2,328
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases) 6,914
Subordinated notes and debentures 10,148
Other liabilities 14,055
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Total liabilities $356,823
Minority interest in consolidated subsidiaries 58
EQUITY CAPITAL
Perpetual preferred stock and related
surplus 0
Common stock 520
Surplus (exclude all surplus related to preferred stock) 24,751
Retained earnings 14,239
Accumulated other comprehensive income 456
Other equity capital components 0
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Total equity capital 39,966
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Total liabilities, minority interest, and equity capital $396,847
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I, Karen B. Nelson, Vice President of the above-named bank do hereby declare
that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
Karen B. Nelson
Vice President
We, the undersigned directors, attest to the correctness of this Report of
Condition and 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
issued by the appropriate Federal regulatory authority and is true and correct.
Michael Loughlin
John Stumpf Directors
Carrie Tolstedt
