SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
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CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(B)(2) |_|
LASALLE BANK NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
36-0884183
(I.R.S. Employer
Identification No.)
135 South LaSalle Street, Chicago, Illinois 60603
(Address of principal executive offices) (Zip Code)
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Willie J. Miller, Jr.
Group Senior Vice President
Chief Legal Officer and Secretary
Telephone: (312) 904-2018
135 South LaSalle Street, Suite 925
Chicago, Illinois 60603
(Name, address and telephone number of agent for service)
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MEMBERWORKS INCORPORATED
(Exact name of obligor as specified in its charter)
Delaware 06-1276882
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
680 Washington Boulevard, Suite 1100
Stamford, CT 06901
(Address of principal executive offices) (Zip Code)
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9 1/4% Senior Notes due 2014
Subsidiary Guarantees of 9 1/4% Senior Notes due 2014
(Title of the indenture securities)
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.
1. Comptroller of the Currency, Washington D.C.
2. Federal Deposit Insurance Corporation, Washington, D.C.
3. The Board of Governors of the Federal Reserve Systems,
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such affiliation.
Not Applicable
*Pursuant to General Instruction B, the trustee has responded only to items 1, 2
and 16 of this form since to the best knowledge of the trustee the obligor is
not in default under any indenture under which the trustee is a trustee.
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as part of this statement of eligibility and
qualification.
1. A copy of the Articles of Association of LaSalle Bank National
Association now in effect. (incorporated herein by reference to
Exhibit 1 filed with Form T-1 filed with the Current Report on
Form 8-K, dated June 29, 2000, in File No. 333-61691).
2. A copy of the certificate of authority to commence business
(incorporated herein by reference to Exhibit 2 filed with Form
T-1 filed with the Current Report on Form 8-K, dated June 29,
2000, in File No. 333-61691).
3. A copy of the authorization to exercise corporate trust powers
(incorporated herein by reference to Exhibit 3 filed with Form
T-1 filed with the Current Report on Form 8-K, dated June 29,
2000, in File No. 333-61691).
4. A copy of the existing By-Laws of LaSalle Bank National
Association (incorporated herein by reference to Exhibit 4 filed
with Form T-1 filed with the Current Report on Form 8-K, dated
June 29, 2000, in File No. 333-61691).
5. Not applicable.
6. The consent of the trustee required by Section 321(b) of the
Trust Indenture Act of 1939 (incorporated herein by reference to
Exhibit 6 filed with Form T-1 filed with the Current Report on
Form 8-K, dated June 29, 2000, in File No. 333-61691).
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.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
LaSalle Bank National Association, a corporation 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 Chicago, State of Illinois, on the 7th day of
May, 2004.
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ John W. Porter
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John W. Porter
Vice President
LaSalle Bank N.A. Call Date: 3/31/2004 ST-BK: 17-1520 EXHIBIT 7
135 South LaSalle Street Page RC-1
Chicago, IL 60603 CERT: 15407
Transit Number: 71000505
Consolidated Report of Condition for Insured Commercial and
State-Chartered Savings Banks for March 31, 2004
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
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ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A): RCFD
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a. Noninterest-bearing balances and currency and coin (1) 0081 1,634,318
b. Interest-bearing balances (2) 0071 10,784
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 127,803
b. Available-for-sale securities (from Schedule RC-B, column D) 1773 23,757,044
3. Federal funds sold and securities purchased under agreements to resell
a. Federal funds sold in domestic offices B987 1,274,530
b. Securitites purchased under agreements to resell (3) B989 118,823
4. Loans and lease financing receivables (from schedule RC-C)
a. Loans and leases held for sale 5369 518,931
b. Loans and leases, net of unearned income B528 34,169,827
c. LESS: Allowance for loan and lease losses 3123 681,686
d. Loans and leases, net of unearned income,
allowance, and reserve (item 4.a minus 4.b and 4.c) B529 33,488,141
5. Trading assets (from Schedule RC-D) 3545 610,978
6. Premises and fixed assets (including capitalized leases) 2145 260,528
7. Other real estate owned (from Schedule RC-M) 2150 20,464
8. Investments in unconsolidated subsidiaries and associated companies (from
Schedule RC-M) 2130 0
9. Customers' liability to this bank on acceptances outstanding 2155 15,566
10. Intangible assets (from Schedule RC-M)
a. Goodwill 3163 181,613
b. Other Intangible assets 0426 3,553
11. Other assets (from Schedule RC-F) 2160 3,074,642
12. Total assets (sum of items 1 through 11) 2170 65,097,718
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(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
(3) Includes all securites resale agreements in domestic and foreign offies,
regardless of maturity.
LaSalle Bank N.A. Call Date: 3/31/2004 ST-BK: 17-1520 FFIEC 031
135 South LaSalle Street Page RC-2
Chicago, IL 60603 Vendor ID: D CERT: 15407
Transit Number: 71000505
Schedule RC - Continued
Dollar Amounts in Thousands
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LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of RCON
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columns A and C from Schedule RC-E, part I) 2200 28,107,482
RCON
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(1) Noninterest-bearing (1) 6631 7,674,198
(2) Interest-bearing 6636 20,433,284
RCFN
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b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from
Schedule RC-E, part II) 2200 8,614,464
RCFN
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(1) Noninterest-bearing 6631 0
(2) Interest-bearing 6636 8,614,464
RCON
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14. Federal funds purchased and securities sold under agreements to
repurchase:
a. Federal funds purchased in domestic offices (2) B993 2,773,411
RCFD
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b. Securities sold under agreements to repurchase (3) B995 2,249,364
15. Trading liabilities (from Schedule RC-D) 3548 263,024
16. Other borrowed money (includes mortgage indebtedness and obligations 3190 10,601,714
under capitalized leases): From schedule RC-M
17. Not applicable.
18. Bank's liability on acceptances executed and outstanding 2920 15,566
19. Subordinated notes and debentures (4) 3200 540,000
20. Other liabilities (from Schedule RC-G) 2930 6,988,713
21. Total liabilities (sum of items 13 through 20) 2948 60,153,738
22. Minority Interest in consolidated subsidiaries 3000 69,310
EQUITY CAPITAL
RCFD
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23. Perpetual preferred stock and related surplus 3838 635,410
24. Common stock 3230 41,234
25. Surplus (exclude all surplus related to preferred stock) 3839 2,000,163
26. a.Retained Earnings 3632 2,068,864
b. Accumulated Other Comprehensive income.(5) B530 128,999
27. Other Equity capital components (6) 3284 0
28. Total equity capital (sum of items 23 through 27) 3210 4,874,670
29. Total liabilities, minority interest, and equity capital (sum of items 3300 65,097,718
21, 22, and 28)
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 RCFD Number
date during 2001 ---- ------
6724 2
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank conducted in
with generally accepted auditing standards by a accordance with generally accepted auditing
certified public accounting firm which submits a standards by a certified accounting firm.
report on the bank (may be required by state chartering authority)
2 = Independent audit of the bank's parent holding company 5 = Directors' examination of the bank performed by
conducted in accordance with generally accepted other external auditors (may be required by state
auditing standards by a certified public accounting chartering authority)
firm which submits a report on the consolidated 6 = Review of the bank's financial statements by
holding company (but not on the bank separately) external auditors
3 = Attestation on bank managements assertion on the 7 = Compilation of the bank's financial statements by
effectiveness of the banks internal control over external auditors
financial reporting by a certified public accounting 8 = Other audit procedures (excluding tax preparation
firm. work)
9 = No exernal audit work
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(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 repurchased 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,
(6) Includes treasury stock and unearned Employee Stock Ownership plan shares.