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Exhibit 25
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) |__|
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THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
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APOGENT TECHNOLOGIES INC.
(Exact name of obligor as specified in its charter)
Wisconsin 22-2849508
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
APOGENT FINANCE COMPANY
(Exact name of obligor as specified in its charter)
Delaware 02-0522134
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
APPLIED BIOTECH, INC.
(Exact name of obligor as specified in its charter)
California 33-0447325
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
BARNSTEAD THERMOLYNE CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 13-3326802
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
BIOROBOTICS INC.
(Exact name of obligor as specified in its charter)
Massachusetts 04-3394825
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
CHASE SCIENTIFIC GLASS, INC.
(Exact name of obligor as specified in its charter)
Wisconsin 621711339
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
CONSOLIDATED TECHNOLOGIES, INC.
(Exact name of obligor as specified in its charter)
Wisconsin 74-2951231
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
ERIE SCIENTIFIC COMPANY
(Exact name of obligor as specified in its charter)
Delaware 13-3326819
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
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ERIE SCIENTIFIC COMPANY OF PUERTO RICO
(Exact name of obligor as specified in its charter)
Delaware 22-2855227
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
ERIE UK HOLDING COMPANY
(Exact name of obligor as specified in its charter)
Delaware 02-0523659
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
EVER READY THERMOMETER CO., INC.
(Exact name of obligor as specified in its charter)
Wisconsin 22-3329530
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
FOREFRONT DIAGNOSTICS, INC.
(Exact name of obligor as specified in its charter)
California 33-0733551
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
GENEVAC INC.
(Exact name of obligor as specified in its charter)
New York 13-3614495
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
G&P LABWARE HOLDINGS INC.
(Exact name of obligor as specified in its charter)
Delaware 02-0528748
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
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LAB-LINE INSTRUMENTS, INC.
(Exact name of obligor as specified in its charter)
Delaware 36-2160341
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
LAB VISION CORPORATION
(Exact name of obligor as specified in its charter)
California 94-3204455
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
MATRIX TECHNOLOGIES CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 04-2876817
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
MICROGENICS CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 68-0148167
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
MOLECULAR BIOPRODUCTS, INC.
(Exact name of obligor as specified in its charter)
California 95-3244122
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
NALGE NUNC INTERNATIONAL CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 13-3326816
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
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NATIONAL SCIENTIFIC COMPANY
(Exact name of obligor as specified in its charter)
Wisconsin 58-2315507
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
THE NAUGATUCK GLASS COMPANY
(Exact name of obligor as specified in its charter)
Connecticut 06-0465440
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
NERL DIAGNOSTICS CORPORATION
(Exact name of obligor as specified in its charter)
Wisconsin 05-0486109
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
OWL SEPARATION SYSTEMS, INC.
(Exact name of obligor as specified in its charter)
Wisconsin 39-1915146
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
REMEL INC.
(Exact name of obligor as specified in its charter)
Wisconsin 74-2826694
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
RICHARD-ALLAN SCIENTIFIC COMPANY
(Exact name of obligor as specified in its charter)
Wisconsin 38-3235594
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
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ROBBINS SCIENTIFIC CORPORATION
(Exact name of obligor as specified in its charter)
California 94-2456711
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
SAMCO SCIENTIFIC CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 95-3145731
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
SYBRON TRASITION CORP.
(Exact name of obligor as specified in its charter)
Delaware 13-3326805
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
VACUUM PROCESS TECHNOLOGY, INC.
(Exact name of obligor as specified in its charter)
Delaware 04-3538751
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
48 Congress Street
Portsmouth, New Hampshire 03801
(Address of principal executive offices) (Zip code)
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2.25% Senior Convertible Contingent Debt Securities due 2021
(Title of the indenture securities)
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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.
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Name Address
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Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
(b) 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.
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as an exhibit hereto, pursuant to Rule
7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R.
229.10(d).
1. A copy of the Organization Certificate of The Bank of New York (formerly
Irving Trust Company) as now in effect, which contains the authority to
commence business and a grant of powers to exercise corporate trust
powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with
Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed
with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed
with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
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SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank 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 17th day of January, 2002.
THE BANK OF NEW YORK
By: /s/ STACEY POINDEXTER
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Name: STACEY POINDEXTER
Title: ASSISTANT TREASURER
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Exhibit 7
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business September 30,
2001, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS In Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin....... $ 3,238,092
Interest-bearing balances................................ 5,255,952
Securities:
Held-to-maturity securities.............................. 127,193
Available-for-sale securities............................ 12,143,488
Federal funds sold and Securities purchased under
agreements to resell..................................... 281,677
Loans and lease financing receivables:
Loans and leases held for sale........................... 786
Loans and leases, net of unearned
income...............46,206,726
LESS: Allowance for loan and
lease losses............607,115
Loans and leases, net of unearned
income and allowance..................................... 45,599,611
Trading Assets............................................ 9,074,924
Premises and fixed assets (including capitalized leases).. 783,165
Other real estate owned................................... 935
Investments in unconsolidated subsidiaries and associated
companies................................................ 200,944
Customers' liability to this bank on acceptances
outstanding.............................................. 311,521
Intangible assets:
Goodwill............................................... 1,546,125
Other intangible assets................................ 8,497
Other assets.............................................. 8,761,129
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Total assets.............................................. $87,334,039
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LIABILITIES
Deposits:
In domestic offices...................................... $28,254,986
Noninterest-bearing............................10,843,829
Interest-bearing...............................17,411,157
In foreign offices, Edge and Agreement subsidiaries, and
IBFs.................................................... 31,999,406
Noninterest-bearing.............................1,006,193
Interest-bearing...............................30,993,213
Federal funds purchased and securities sold under
agreements to repurchase................................. 6,004,678
Trading liabilities....................................... 2,286,940
Other borrowed money:
(includes mortgage indebtedness and obligations under
capitalized leases)...................................... 1,845,865
Bank's liability on acceptances executed and outstanding.. 440,362
Subordinated notes and debentures......................... 2,196,000
Other liabilities......................................... 7,606,565
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Total liabilities......................................... $80,634,802
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EQUITY CAPITAL
Common stock.............................................. 1,135,284
Surplus................................................... 1,050,729
Retained earnings......................................... 4,436,230
Accumulated other comprehensive income.................... 76,292
Other equity capital components........................... 0
Total equity capital...................................... 6,698,535
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Total liabilities and equity capital...................... $87,334,039
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I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named
bank do hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the Board of Governors of the
Federal Reserve System and is true to the best of my knowledge and belief.
Thomas J. Mastro,
Senior Vice President and Comptroller
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 Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Renyi
Gerald L. Hassell Directors
Alan R. Griffith
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