EXHIBIT 25.1
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
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)
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U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
31-0841368
I.R.S. Employer Identification No.
800 Nicollet Mall
Minneapolis, Minnesota 55402
(Address of principal executive offices) (Zip Code)
Frank Leslie
U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107
(651) 495-3913
(Name, address and telephone number of agent for service)
General Nutrition Centers, Inc.
And the Subsidiary Guarantors listed below
(Issuer with respect to the Securities)
Delaware 72-1575168
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
300 Sixth Avenue 15222
Pittsburgh, Pennsylvania
(Address of Principal Executive Offices) (Zip Code)
8 1/2% SENIOR SUBORDINATED NOTES DUE 2010
(TITLE OF THE INDENTURE SECURITIES)
TABLE OF ADDITIONAL REGISTRANTS
Primary Standard
Industrial I.R.S. Employer
State or Other Jurisdiction of Classification Code Identification No.
Name of Additional Registrant* Incorporation or Formation Number Identification No.
- ------------------------------------- ------------------------------ ------------------- ------------------
Subsidiary Guarantors
General Nutrition Companies, Inc. Delaware 5499 04-3056351
General Nutrition Corporation Pennsylvania 5499 25-1124574
General Nutrition Distribution
Company Delaware 5122 51-0343436
General Nutrition Distribution, L.P.
Delaware 5122 23-2946511
General Nutrition Government
Services, Inc. Delaware 5499 25-1797015
General Nutrition, Incorporated Pennsylvania 5499 25-1027307
General Nutrition Investment
Company Arizona 6794 51-0313878
General Nutrition International, Inc.
Delaware 6794 51-0314976
General Nutrition Sales Corporation
Arizona 5499 52-2103619
General Nutrition Systems, Inc. Delaware 5499 51-0393924
GNC (Canada) Holding Company Delaware 5499 25-1787452
GNC Franchising, LLC (f/k/a GNC
Franchising, Inc.) Pennsylvania 6794 25-1560212
GNC, Limited Delaware 5499 25-1787453
GNC US Delaware, Inc. Delaware 6794 36-4345801
GN Investment, Inc. Delaware 5499 52-2081543
Informed Nutrition, Inc. Florida 5499 52-2005781
Nutra Manufacturing, Inc. (f/k/a South Carolina 2834 52-1456779
Nutricia Manufacturing USA, Inc.)
* Address and telephone number of principal executive offices are the same as
General Nutrition Centers, Inc.
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FORM T-1
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.
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
ITEMS 3-15 Items 3-15 are not applicable because to the best of
the Trustee's knowledge, the obligor is not in
default under any Indenture for which the Trustee
acts as Trustee.
ITEM 16. LIST OF EXHIBITS: List below all exhibits filed as a part
of this statement of eligibility and qualification.
1. A copy of the Articles of Association of the
Trustee.*
2. A copy of the certificate of authority of the Trustee
to commence business.*
3. A copy of the certificate of authority of the Trustee
to exercise corporate trust powers.*
4. A copy of the existing bylaws of the Trustee.*
5. A copy of each Indenture referred to in Item 4. Not
applicable.
6. The consent of the Trustee required by Section 321(b)
of the Trust Indenture Act of 1939, attached as
Exhibit 6.
7. Report of Condition of the Trustee as of December 31,
2003, published pursuant to law or the requirements
of its supervising or examining authority, attached
as Exhibit 7.
* Incorporated by reference to Registration Number 333-67188.
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NOTE
The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligors within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligors, or affiliates, are based
upon information furnished to the Trustee by the obligors. While the Trustee has
no reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking
association 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 St. Paul, State of Minnesota on the 7th of April, 2004.
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Frank P. Leslie III
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Frank P. Leslie III
Vice President
By: /s/ Richard H. Prokosch
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Richard H. Prokosch
Vice President
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EXHIBIT 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939,
the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of
examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.
Dated: April 7, 2004
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Frank P. Leslie III
--------------------------------------------
Frank P. Leslie III
Vice President
By: /s/ Richard H. Prokosch
-----------------------------------
Richard H. Prokosch
Vice President
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EXHIBIT 7
U.S. BANK NATIONAL ASSOCIATION
STATEMENT OF FINANCIAL CONDITION
AS OF 12/31/2003
($000'S)
12/31/2003
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ASSETS
Cash and Due From Depository Institutions $ 8,631,361
Federal Reserve Stock 0
Securities 42,963,396
Federal Funds 2,585,353
Loans & Lease Financing Receivables 114,718,888
Fixed Assets 1,911,662
Intangible Assets 10,254,736
Other Assets 8,093,654
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TOTAL ASSETS $189,159,050
LIABILITIES
Deposits $128,249,183
Fed Funds 5,098,404
Treasury Demand Notes 3,585,132
Trading Liabilities 213,447
Other Borrowed Money 21,664,023
Acceptances 123,996
Subordinated Notes and Debentures 5,953,524
Other Liabilities 5,173,011
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TOTAL LIABILITIES $170,060,720
EQUITY
Minority Interest in Subsidiaries $ 1,002,595
Common and Preferred Stock 18,200
Surplus 11,677,397
Undivided Profits 6,400,138
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TOTAL EQUITY CAPITAL $ 19,098,330
TOTAL LIABILITIES AND EQUITY CAPITAL $189,159,050
To the best of the undersigned's determination, as of the date hereof, the above
financial information is true and correct.
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Frank P. Leslie III
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Vice President
Date: April 7, 2004
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