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) |__|
_______________
SUNTRUST BANK
(Exact name of trustee as specified in its charter)
Georgia 58-0466330
(State of incorporation or organization (I.R.S. employer identification no.)
if not a U.S. national bank)
303 Peachtree Street 30303
Suite 300 (Zip Code)
Atlanta, Georgia
(Address of principal executive offices)
_______________
James K. McManus
Assistant Vice President
SunTrust Bank
Corporate Trust Division, 10th Floor
919 East Main Street
Richmond, Virginia 23219
(804) 782-5726
(Name, address and telephone number of agent for service)
_______________
OWENS & MINOR, INC.
A Virginia Corporation 54-1701843
(State or other jurisdiction of (IRS employer identification no.)
incorporation or organization)
4800 Cox Road 23060
Glen Allen, Virginia (Zip Code)
(Address of principal executive offices)
_______________
8 1/2 % Senior Subordinated Notes Due 2011
(Title of the indenture securities)
________________________________________________________________________________
________________________________________________________________________________
1. General information.
-------------------
Furnish the following information as to the trustee -
Name and address of each examining or supervising authority to which
it is subject.
Department of Banking and Finance,
State of Georgia
Atlanta, Georgia
Federal Reserve Bank of Atlanta
104 Marietta Street, N.W.
Atlanta, Georgia
Federal Deposit Insurance Corporation
Washington, D.C.
Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with obligor.
-------------------------
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
3-12 No responses are included for Items 3 through 12. Responses to those Items
- ----
are not required because, as provided in General Instruction B and as set
forth in Item 13(b), the obligor is not in default on any securities issued
under indentures under which SunTrust Bank is a trustee.
13. Defaults by the Obligor.
-----------------------
(a) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such
default.
There is not and has not been any default under this indenture.
(b) If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any
other securities, of the obligor are outstanding, or is trustee for
more than one outstanding series of securities under the indenture,
state whether there has been a default under any such indenture or
series, identify the indenture or series affected, and explain the
nature of any such default.
There has not been any such default.
14-15 No responses are included for Items 14 and 15. Responses to those Items
- -----
are not required because, as provided in General Instruction B and as set
forth in Item 13(b), the obligor is not in default on any securities
issued under indentures under which SunTrust Bank is a trustee.
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, and Rule 24 of the
Commission's Rules of Practice.
(1) A copy of the Articles of Amendment and Restated Articles of
Incorporation of the trustee as now in effect. (Exhibit 1 to Form
T-1, filed with Registration No. 333-32106)
(2) A copy of the certificate of authority of the trustee to commence
business. (Included in Exhibit 1)
(3) A copy of the authorization of the trustee to exercise corporate
trust powers. (Included in Exhibit 1)
(4) A copy of the existing by-laws of the trustee. (Exhibit 4 to Form
T-1, filed with Registration No. 333-32106)
(5) Not applicable.
(6) The consent of the trustee required by Section 321(b) of the Trust
Indenture Act of 1939.
(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 as of the close of business on June 30, 2001.
(8) Not applicable.
(9) Not applicable.
-2-
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 Richmond and the Commonwealth of Virginia, on the
31/st/ day of August, 2001.
SUNTRUST BANK
By: /s/ James K. McManus
---------------------------------
James K. McManus
Assistant Vice President
EXHIBIT 6 TO FORM T-1
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 the 8 1/2 % Senior
Subordinated Notes Due 2011 of Owens & Minor, 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 and Exchange
Commission upon request therefor.
SUNTRUST BANK
By: /s/ James K. McManus
------------------------------
James K. McManus
Assistant Vice President
EXHIBIT 7 TO FORM T-1
REPORT OF CONDITION
(ATTACHED)
SUNTRUST BANK FFIEC 031
ATLANTA, GA 30302 RC-1
----------------
11
----------------
FDIC Certificate Number - 00867
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for June 20, 2001
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
- ------------------------------------------------------------------------------------------------------------------------------------
ASSETS
RCFD
--------
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin (1)_____________________________ 0081 4,029,295 1.a
b. Interest-bearing balances (2)______________________________________________________ 0071 108,872 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 15,927,784 2.b
3. Federal funds sold and securities purchased under agreements to resell________________ 1350 2,428,869 3
4. Loans and lease financing receivables:(from Schedule RC-C)
a. Loans and leases held for sale 5369 3,126,942 4.a
b. Loans and Leases, net of unearned income B528 68,709,512 4.b
c. LESS: Allowance for loan and lease losses_______________________3123 848,294 4.c
d. Loans and leases, net of unearned income, allowance, and reserve
(item 4.b minus 4.c)_______________________________________________________________ B529 67,861,218 4.d
5. Trading assets (from Schedule RC-D)___________________________________________________ 3545 484,294 5
6. Premises and fixed assets (including capitalized leases)______________________________ 2145 1,298,098 6
7. Other real estate owned (from Schedule RC-M)__________________________________________ 2150 31,250 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 89,475 9
10. Intangible assets_____________________________________________________________________
a. Goodwill___________________________________________________________________________ 3163 241,499 10.a
b. Other intangible assets (from Schedule RC-M)_______________________________________ 0426 379,965 10.b
11. Other assets (from Schedule RC-F)_____________________________________________________ 2160 2,086,020 11
12. Total assets (sum of items 1 through 11)______________________________________________ 2170 98,093,581 12
_____
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
SUNTRUST BANK FFIEC 031
ATLANTA, GA 30302 RC-2
------------
12
------------
FDIC Certificate Number - 00867
Schedule RC - Continued
Dollar Amounts in Thousands
- ------------------------------------------------------------------------------------------------------------------------------------
LIABILITIES
13. Deposits: RCON
a. In domestic offices (sum of totals of columns A and C ----
from Schedule RC-E, part 1)__________________________________ 2200 60,291,519 13.a
(1) Noninterest-bearing (1)__________________________________ 6631 8,743,385 13.a.1
(2) Interest-bearing ________________________________________ 6636 51,548,134 13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs RCFN
----
(from Schedule RC-E, part II)________________________________ 2200 3,658,760 13.b
(1) Noninterest-bearing______________________________________ 6631 0 13.b.1
(2) Interest-bearing_________________________________________ 6636 3,658,760 RCFD 13.b.2
----
14. Federal funds purchased and securities sold under agreements to repurchase________ 2800 2,161,227 14
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 9,411,416 16
17. Not applicable
18. Bank's liability on acceptances executed and outstanding__________________________ 2920 89,475 18
19. Subordinated notes and debentures(2)______________________________________________ 3200 1,493,103 19
20. Other liabilities (from Schedule RC-G)____________________________________________ 2930 2,403,914 20
21. Total liabilities (sum of items 13 through 20)___________________________________ 2948 89,509,414 21
22. Minority interest in consolidated subsidiaries____________________________________ 3000 166,493 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 2,516,538 25
26 a. Retained earnings______________________________________________________________ 3632 4,919,946 26.a
b. Accumulated other comprehensive income (3)_____________________________________ B530 959,590 26.b
27. Other equity capital components(4)________________________________________________ A130 0 27
28. Total equity capital (sum of items 23 through 27)_________________________________ 3210 8,417,674 28
29. Total liabilities, minority interest, and equity capital (sum
of items 21, 22 and 28)___________________________________________________________ 3300 98,093,581 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 RCFD Number
----
as of any date during 2000________________________________________________________ 6724 N/A 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= Director's 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) Includes limited-life preferred stock and related surplus.
(3) Includes net unrealized holding gains (losses) on available-for-sale
securities, accumulated net gains(losses) on cash flow hedges, cumulative
currency translation adjustments, and minimum pension liability
adjustments.
(4) Includes treasury stock and unearned Employee Stock Ownership Plan shares.