Exhibit 25.1
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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) |__|
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)
QUEST DIAGNOSTICS INCORPORATED
(Exact name of obligor as specified in its charter)
Delaware 16-1387862
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Quest Diagnostics Holdings Incorporated
(Exact name of obligor as specified in its charter)
Delaware 23-2324658
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Quest Diagnostics Clinical Laboratories, Inc.
(Exact name of obligor as specified in its charter)
Delaware 38-20-84239
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Quest Diagnostics Incorporated
(Exact name of obligor as specified in its charter)
California 95-2701802
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Quest Diagnostics Incorporated
(Exact name of obligor as specified in its charter)
Maryland 52-0890739
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Quest Diagnostics LLC
(Exact name of obligor as specified in its charter)
Illinois 36-4257926
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Quest Diagnostics Incorporated
(Exact name of obligor as specified in its charter)
Michigan 38-1882750
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Quest Diagnostics Incorporated
(Exact name of obligor as specified in its charter)
Connecticut 06-1460613
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Quest Diagnostics Incorporated
(Exact name of obligor as specified in its charter)
Massachusetts 04-3248020
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Quest Diagnostics of Pennsylvania Inc.
(Exact name of obligor as specified in its charter)
Delaware 22-3137283
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Quest Diagnostics Incorporated
(Exact name of obligor as specified in its charter)
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Ohio 34-0944454
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
MetWest Inc.
(Exact name of obligor as specified in its charter)
Delaware 33-0363116
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Nichols Institute Diagnostics
(Exact name of obligor as specified in its charter)
California 95-2955451
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
DPD Holdings, Inc.
(Exact name of obligor as specified in its charter)
Delaware 93-0988106
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Diagnostics Reference Services Inc.
(Exact name of obligor as specified in its charter)
Maryland 22-3479439
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Laboratory Holdings Incorporated
(Exact name of obligor as specified in its charter)
Massachusetts 04-2449994
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Pathology Building Partnership
(Exact name of obligor as specified in its charter)
Maryland 51-1188454
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Quest Diagnostics Investments Incorporated
(Exact name of obligor as specified in its charter)
Delaware 51-0314231
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Quest Diagnostics Finance Incorporated
(Exact name of obligor as specified in its charter)
Delaware 51-0390719
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Quest Diagnostics Incorporated
One Malcolm Avenue
Teterboro, New Jersey 07608
(Address of principal executive offices) (Zip code)
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Debt Securities
(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 2 Rector Street, New York,
the State of 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 Washington, D.C. 20429
Corporation
New York Clearing House New York, New York 10005
Association
(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.
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 3rd day of July, 2001.
THE BANK OF NEW YORK
By: /s/ THOMAS E. TABOR
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Name: THOMAS E. TABOR
Title: VICE PRESIDENT
EXHIBIT 7
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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 March 31, 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
In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin.. $ 2,811,275
Interest-bearing balances........................... 3,133,222
Securities:
Held-to-maturity securities......................... 147,185
Available-for-sale securities....................... 5,403,923
Federal funds sold and Securities purchased under
agreements to resell................................ 3,378,526
Loans and lease financing receivables:
Loans and leases held for sale...................... 74,702
Loans and leases, net of unearned income............ 37,471,621
LESS: Allowance for loan and lease losses........... 599,061
Loans and leases, net of unearned
income and allowance.............................. 36,872,560
Trading Assets......................................... 11,757,036
Premises and fixed assets (including capitalized
leases)............................................. 768,795
Other real estate owned................................ 1,078
Investments in unconsolidated subsidiaries and
associated companies................................ 193,126
Customers' liability to this bank on acceptances
outstanding......................................... 592,118
Intangible assets......................................
Goodwill............................................ 1,300,295
Other intangible assets............................. 122,143
Other assets........................................... 3,676,375
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Total assets........................................... $70,232,359
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LIABILITIES
Deposits:
In domestic offices................................. $25,962,242
Noninterest-bearing................................. 10,586,346
Interest-bearing.................................... 15,395,896
In foreign offices, Edge and Agreement
subsidiaries, and IBFs............................ 24,862,377
Noninterest-bearing................................. 373,085
Interest-bearing.................................... 24,489,292
Federal funds purchased and securities sold under
agreements to repurchase............................ 1,446,874
Trading liabilities.................................... 2,373,361
Other borrowed money:
(includes mortgage indebtedness and obligations
under capitalized leases)....... 1,381,512
Bank's liability on acceptances executed and
outstanding......................................... 592,804
Subordinated notes and debentures...................... 1,646,000
Other liabilities...................................... 5,373,065
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Total liabilities...................................... $63,658,235
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EQUITY CAPITAL
Common stock........................................... 1,135,284
Surplus................................................ 1,008,773
Retained earnings...................................... 4,426,033
Accumulated other comprehensive income......... 4,034
Other equity capital components..................... 0
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Total equity capital................................... 6,574,124
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Total liabilities and equity capital................... $70,232,359
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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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