================================================================================ 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) 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) ----------------------------- 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) ----------------------------- SENIOR FLOATING RATE NOTES DUE 2015 9.50% SENIOR FIXED RATE NOTES DUE 2015 (Title of the indenture securities) ================================================================================ (1) See Table 1 - List of additional obligors Table 1 - -------------------------------------------------------- ---------------------------------------------------- Exact Name of Additional Registrant as Specified in its Charter/Constituent Documents* Jurisdiction of Incorporation Federal EIN - ------------------------------------------------------------------------------------------------------------- B(2)Direct, Inc. Delaware 74-2977833 - ------------------------------------------------------------------------------------------------------------- Centralia Holding Corp. Georgia 58-1980290 - ------------------------------------------------------------------------------------------------------------- Checks in the Mail, Inc. Delaware 51-0348071 - ------------------------------------------------------------------------------------------------------------- Clarke American Checks, Inc. Delaware 74-2619107 - ------------------------------------------------------------------------------------------------------------- Harland Checks and Services, Inc. Georgia 58-2191143 - ------------------------------------------------------------------------------------------------------------- Harland Clarke Corp. Delaware 58-0278260 - ------------------------------------------------------------------------------------------------------------- Harland Financial Solutions, Inc. Oregon 93-0704365 - ------------------------------------------------------------------------------------------------------------- HFS Core Systems, Inc. Delaware 94-2746681 - ------------------------------------------------------------------------------------------------------------- HFS Scantron Holdings Corp. New York 26-0223054 - ------------------------------------------------------------------------------------------------------------- John H. Harland Company of Puerto Rico Georgia 58-1143611 - ------------------------------------------------------------------------------------------------------------- Scantron Corporation Delaware 95-2767912 - ------------------------------------------------------------------------------------------------------------- * 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 --------------------------- 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 --------------------------- 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 -------------- 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 -------- Total assets $396,847 ======== 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 -------------- 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 -------- 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 -------- Total equity capital 39,966 -------- Total liabilities, minority interest, and equity capital $396,847 ======== 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
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S-4 Filing
Scantron Inactive S-4Registration of securities issued in business combination transactions
Filed: 13 Jun 07, 12:00am