Exhibit 25.2.1
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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
Securities Act of 1933 File No.: 333-103115
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2): x
SUNTRUST BANK
(Exact name of trustee as specified in its charter)
Georgia | 58-0466330 | |||
(Jurisdiction of incorporation if not a U.S. national bank) | (I.R.S. Employer Identification Number) | |||
303 Peachtree Street, Suite 300 | ||||
Atlanta, Georgia | 30303 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Wallace L. Duke, Jr.
SunTrust Bank
424 Church Street, 6th Floor
Nashville, Tennessee 37219
(615) 748-5324
(Name, address and telephone number of agent for service)
OMNICARE, INC.
(Exact name of obligor as specified in its charter)
Delaware | 31-1001351 | |||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |||
100 East RiverCenter Boulevard, Suite 1600 | ||||
Covington, Kentucky | 41011 | |||
(Address of principal executive officers) | (Zip Code) |
$250,000,0006 1/8% Senior Subordinated Notes Due 2013
(Title of the indenture securities)
Item 1. | General Information. |
(a) | The following are the names and addresses of each examining or supervising authority to which the Trustee is subject. |
Name | Address | |
Department of Banking and Finance State of Georgia | Atlanta, GA | |
Federal Reserve Bank of Atlanta
Federal Deposit Insurance Corp. | 104 Marietta Street, N.W. Atlanta, GA
Washington, D.C. |
(b) | The Trustee is authorized to exercise corporate trust powers. |
Item 2. | Affiliations with the Obligor. |
The obligor is not an affiliate of the Trustee.
No Responses are included for items 3 through 12, 14 and 15. Responses to those items are not required because, as provided in general instruction (b), the obligor is not in default on any Securities issued under indentures under which SunTrust Bank is a Trustee.
Item 13. | Defaults by the obligor. |
Not applicable.
Item 16. | List of Exhibits. |
List below all exhibits filed as a part of this statement of eligibility; exhibits identified in parentheses are filed with the Commission and are incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29 under the Trust Indenture Act of 1939, as amended.
Exhibit 1 | A copy of the Articles of Amended and Restated Articles of Association of SunTrust now in effect (dated as of August 8, 2000) (Included in Exhibit 1 to Form T-1, Registration No. 333-62644). | |
Exhibit 2 | A copy of the Certificate of Authority of SunTrust to commence business. (Included in Exhibit 1 to Form T-1, Registration No. 333-62644). | |
Exhibit 3 | A copy of the authorization of SunTrust to exercise corporate trust powers. (Included in Exhibit 1 to Form T-1, Registration No. 333-62644). | |
Exhibit 4 | A copy of the Existing Bylaws of SunTrust Bank, as amended and restated February 13, 2001 (Included in Exhibit 4 to Form T-1, Registration No. 333-62644). | |
Exhibit 5 | Not applicable. | |
Exhibit 6 | Consent of SunTrust Bank, required by Section 321(b) of the Act. | |
Exhibit 7 | The latest report of condition of SunTrust Bank, dated as of March 31, 2003. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, SunTrust Bank, a banking corporation organized and existing under the laws of the State of Georgia, 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 Nashville and State of Tennessee on this11th day of June, 2003.
SUNTRUST BANK | ||
By: | /S/ WALLACE L. DUKE, JR. | |
Wallace L. Duke, Jr. Group Vice President |
EXHIBIT 6
Consent of Trustee
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939 in connection with the proposed issuance of 6 1/8% Senior Subordinated Notes Due 2013 of Omnicare, Inc., SunTrust Bank hereby consents that reports of examinations by Federal, State, Territorial or District Authorities may be furnished by such authorities to the Securities & Exchange Commission upon request therefor.
SUNTRUST BANK | ||
By: | /S/ WALLACE L. DUKE, JR. | |
Wallace L. Duke, Jr. Group Vice President |
EXHIBIT 7
The latest report of condition of SunTrust Bank, dated as of March 31, 2003
FFIEC 031
RC-1
_________
12
_________
SUNTRUST BANK
Legal Title of Bank |
ATLANTA
City
GA 30302
State Zip Code
Transmitted to Intercept on 04/30/2003. Confirmation Number - 0005091
FDIC Certificate Number 00867
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for March 31, 2003
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 | RCFD | Bill | 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 | 4,590,391 | 1.a | |||||||
b. Interest-bearing balances (2) | 0071 | 18,531 | 1.b | |||||||
2. Securities: | ||||||||||
a. Held-to-maturity securities (from Schedule RC-B, column A) | 1754 | 0 | 2.a | |||||||
b. Available-for-sale securities (from Schedule RC-B, column D) | 1773 | 22,035,405 | 2.b | |||||||
3. Federal funds sold and securities purchased under agreement to resell: | RCON | |||||||||
a. Federal funds sold in domestic offices | B987 | 282,750 | 3.a | |||||||
RCFD | ||||||||||
b. Securities purchased under agreements to resell (3) | B989 | 3,623,250 | 3.b | |||||||
4. Loans and lease financing receivables (from Schedule RC-C): | ||||||||||
a. Loans and leases held for sale | 5369 | 8,220,705 | 4.a | |||||||
b. Loans and leases, net of unearned income | B528 | 73,901,781 | 4.b | |||||||
c. LESS: Allowance for loan and lease losses | 3123 | 922,850 | 4.c | |||||||
d. Loans and leases, net of unearned Income and allowance (Item 4.b minus 4.c) | B529 | 72,978,931 | 4.d | |||||||
5. Trading assets (from Schedule RC-D) | 3545 | 1,298,146 | 5 | |||||||
6. Premises and fixed assets (including capitalized leases) | 2145 | 1,308,923 | 6 | |||||||
7. Other real estate owned (from Schedule RC-M) | 2150 | 27,263 | 7 | |||||||
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) | 2130 | 0 | 8 | |||||||
9. Customers’ liability to this bank on acceptances outstanding | 2155 | 84,197 | 9 | |||||||
10. Intangible assets: | ||||||||||
a. Goodwill | 3163 | 778,474 | 10.a | |||||||
b. Other intangible assets (from Schedule RC-M) | 0426 | 608,832 | 10.b | |||||||
11. Other assets (from Schedule RC-F) | 2160 | 2,459,183 | 11 | |||||||
12. Total assets (sum of items 1 through 11) | 2170 | 118,314,981 | 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 in domestic and foreign offices, regardless of maturity. |
FFIEC 031
RC-2
_________
13
_________
SUNTRUST BANK
Legal Title of Bank
Transmitted to Intercept on 04/30/2003. Confirmation Number - 0005091
FDIC Certificate Number- 00867
Schedule RC—Continued
Dollar Amounts in thousands | Bill | MIL | Thou | |||||||||
LIABILITIES | ||||||||||
13. Deposits: | ||||||||||
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I) | RCON 2200 | 74,145,405 | 13.a | |||||||
(1) Noninterest-bearing (1) | 6631 | 9,917,326 | 13.a.1 | |||||||
(2) Interest-bearing | 6636 | 64,228,079 | 13.a.2 | |||||||
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs | RCFN 2200 | 4,099,738 | 13.b | |||||||
(1) Noninterest-bearing | 6631 | 0 | 13.b.1 | |||||||
(2) Interest-bearing | 6631 | 4,099,738 | 13.b.2 | |||||||
14. Federal funds purchased and securities sold under agreements to repurchase: | RCON | |||||||||
a. Federal funds purchased in domestic offices (2) | B993 | 9,196,859 | 14.a | |||||||
b. Securities sold under agreements to repurchase (3) | RCFD B995 | 7,754,789 | 14.b | |||||||
15. Trading liabilities (from Schedule RC-D) | 3548 | 1,048,005 | 15 | |||||||
16. Other borrowed money (includes mortgage in under capitalized leases) (from Schedule RC-M) | 3190 | 7,015,976 | 16 | |||||||
17. Not applicable | ||||||||||
18. Bank’s liability on acceptances executed and outstanding | 2920 | 84,197 | 18 | |||||||
19. Subordinated notes and debentures (4) | 3200 | 2,149,202 | 19 | |||||||
20. Other liabilities (from Schedule RC-G) | 2930 | 2,672,144 | 20 | |||||||
21. Total liabilities (sum of items 13 through 20) | 2948 | 108,166,315 | 21 | |||||||
22. Minority interest in consolidated subsidiaries | 3000 | 1,012,489 | 22 | |||||||
EQUITY CAPITAL | ||||||||||
23. Perpetual preferred stock and related surplus | 3838 | 0 | 23 | |||||||
24. Common stock | 3230 | 21,600 | 24 | |||||||
25. Surplus (exclude all surplus related to preferred stock) | 3839 | 2,593,742 | 25 | |||||||
26. a. Retained earnings | 3632 | 5,711,608 | 26.a | |||||||
b. Accumulated other comprehensive income (5) | B530 | 809,227 | 26.b | |||||||
27. Other equity capital components (6) | A130 | 0 | 27 | |||||||
28. Total equity capital (sum of items 23 through 27) | 3210 | 9,136,177 | 28 | |||||||
29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28) | 3300 | 118,314,981 | 29 | |||||||
Memorandum | ||||||||||
To be reported only with the March Report of Condition. | ||||||||||
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 for the bank by independent external auditors as of any date during 2002 | RCDF
6724 | Number
2 | 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 in domestic and foreign offices, 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, cumulative foreign currency translation adjustments, and minimum pension liability adjustments. |
(6) | Includes treasury stock and unearned Employee Stock Ownership Plan shares. |