SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM T-1
Statement of Eligibility and Qualification 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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CHASE MANHATTAN BANK AND TRUST COMPANY,
NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
95-4655078
(I.R.S. Employer Identification No.)
101 California Street, San Francisco, California
(Address of principal executive offices)
94111
(Zip Code)
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AmerisourceBergen Corporation
(Exact name of Obligor as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
23-3079390
(I.R.S. Employer Identification No.)
1300 Morris Drive, Suite 100
Chesterbrook, Pennsylvania
(Address of principal executive offices)
19087-5594
(Zip Code)
8-1/8% Senior Notes due September 1, 2008
(Title of 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.
Comptroller of the Currency, Washington, D.C.
Board of Governors of the Federal Reserve System, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor.
If the Obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item 4. Trusteeships under Other Indentures
(a) None
Item 16. List of Exhibits.
List below all exhibits filed as part of this statement of eligibility.
Exhibit 1. Articles of Association of the Trustee as Now in Effect (see
Exhibit 1 to Form T-1 filed in connection with Registration
Statement No. 333-41329, which is incorporated by reference).
Exhibit 2. Certificate of Authority of the Trustee to Commence Business (see
Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 333-41329, which is incorporated by reference).
Exhibit 3. Authorization of the Trustee to Exercise Corporate Trust Powers
(contained in Exhibit 2).
Exhibit 4. Existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed
in connection with Registration Statement No. 333-41329, which is
incorporated by reference).
Exhibit 5. Not Applicable
Exhibit 6. The consent of the Trustee required by Section 321 (b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration
Statement No. 333-41329, which is incorporated by reference).
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
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Chase Manhattan Bank and Trust Company, National Association, a
national banking association duly organized and existing under the laws of the
United States of America, 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 San Francisco, and State of California, on the
12th day of July 2001.
CHASE MANHATTAN BANK AND TRUST
COMPANY, NATIONAL ASSOCIATION
By /s/ James Nagy
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Assistant Vice President
Exhibit 7. Report of Condition of the Trustee.
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Consolidated Report of Condition of Chase Manhattan Bank and Trust Company, N.A
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(Legal Title)
Located at 1800 Century Park East, Ste. 400 Los Angeles, CA 90067
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(Street) (City) (State) (Zip)
as of close of business on March 31, 2001
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ASSETS DOLLAR AMOUNTS IN THOUSANDS
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin (1) 2,438
b. Interest bearing balances (2) 0
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) 0
b. Available-for-sale securities (from Schedule RC-B, column D) 671
3. Federal Funds sold and securities purchased agreements to resell 60,850
4. Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale 0
b. Loans and leases, net of unearned income 471
c. LESS: Allowance for loan and lease losses 0
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) 471
5. Trading assets (from Schedule RC-D) N/A
6. Premises and fixed assets (including capitalized leases) 217
7. Other real estate owned (from Schedule RC-M) 0
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M) 0
9. Customers' liability to this bank on acceptances outstanding 0
10. Intangible assets
a. Goodwill 21
b. Other intangible assets (from Schedule RC-M) 560
11. Other assets (from Schedule RC-F) 2,460
12. TOTAL ASSETS (sum of items 1 through 11) 67,688
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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.
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LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from
Schedule RC-E) 33,383
(1) Noninterest-bearing (1) 10,919
(2) Interest-bearing 22,464
b. In foreign offices, Edge and Agreement subsidiaries, and IBF'
(1) Noninterest-bearing N/A
(2) Interest-bearing N/A
14. Federal funds purchased and securities sold under agreements to repurchase 0
15. Trading liabilities (from Schedule RC-D) 0
16. Other borrowed money (includes mortgage indebtedness and obligations
under capitalized leases) (from Schedule RC-M): 0
17. Not applicable
18. Bank's liability on acceptances executed and outstanding 0
19. Subordinated notes and debentures (2) 0
20. Other liabilities (from Schedule RC-G) 6,303
21. Total liabilities (sum of items 13 through 20) 39,686
22. Minority interest in consolidated subsidiaries 0
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus 0
24. Common stock 600
25. Surplus (exclude all surplus related to preferred stock) 13,169
26. a. Retained earnings 14,233
b. Accumulated other comprehensive income (3) 0
27. Other equity capital components (4) 0
28. Total equity capital (sum of items 23 through 27) 28,002
Total liabilities, minority interest, and equity capital
(sum of items 21, 22, and 28) 67,688
Memorandum
To be reported 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
date during 2000 2
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(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, and minimum
pension liability adjustments.
(4) Includes treasury stock and unearned Employee Stock Ownership Plan shares.
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