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
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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 TRUST COMPANY, N.A.
(Formerly, The Bank of New York Trust Company of Florida, N.A.)
(Exact name of trustee as specified in its charter)
(State of incorporation if not a U.S. national bank)
59-2283428
(I.R.S. employer identification no.)
800 BRICKELL AVENUE
SUITE 300
MIAMI, FLORIDA 33131
(Address of principal executive offices) (Zip Code)
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THE BANK OF NEW YORK TRUST COMPANY, N.A.
600 NORTH PEARL STREET, SUITE 420
DALLAS, TX 75201
(214) 880-8234
(Name, address and telephone number of agent for service)
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ENCYSIVE PHARMACEUTICALS INC.
(Exact name of obligor as specified in its charter)
DELAWARE 13-3532643
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
6700 WEST LOOP SOUTH, 4TH FLOOR
BELLAIRE, TEXAS 77401
(713) 796-8822
(Address, zip code and telephone number of
principal executive offices)
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ImmunoPharmaceutics, Inc.
(Exact name of obligor as specified in its charter)
CALIFORNIA 33-0280026
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
6700 WEST LOOP SOUTH, 4TH FLOOR
BELLAIRE, TEXAS 77401
(713) 796-8822
(Address, zip code and telephone number of
principal executive offices)
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EP-ET, LLC.
(Exact name of obligor as specified in its charter)
DELAWARE 76-0646036
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
6700 WEST LOOP SOUTH, 4TH FLOOR
BELLAIRE, TEXAS 77401
(713) 796-8822
(Address, zip code and telephone number of
principal executive offices)
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ENCYSIVE, L.P.
(Exact name of obligor as specified in its charter)
DELAWARE 74-2970161
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
6700 WEST LOOP SOUTH, 4TH FLOOR
BELLAIRE, TEXAS 77401
(713) 796-8822
(Address, zip code and telephone number of
principal executive offices)
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(DEBT SECURITIES )
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
UNITED STATES DEPARTMENT OF THE TREASURY
WASHINGTON, D.C. 20219
FEDERAL RESERVE BANK
ATLANTA, GEORGIA 30309
FEDERAL DEPOSIT INSURANCE CORPORATION
WASHINGTON, D.C. 20429
(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.
3-15 Not Applicable
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 Articles of Association of the Bank of New York Trust
Company of Florida, N.A. (Exhibit 1 to Form T-1 filed with Registration
Statement No. 333-100717.)
(1.1) A copy of a letter from the Office of the Comptroller of the
Currency confirming the change of the corporate title of the Trustee to
the Bank of New York Trust Company, National Association.
(2) A copy of certificate of authority of the trustee to commence
business. (Exhibit 2 to Form T-1 filed with Registration Statement No.
333-100717.)
(3) A copy of the Authorization of the trustee to exercise corporate trust
powers. (Exhibit 3 to Form T-1 filed with Registration Statement No.
333-100717.)
(4) A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 333-100717.)
(6) The consent of the Trustee required by Section 321(b) of the Act.
(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.
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York
Trust Company, N.A., a corporation organized and existing under the laws of the
United States, has duly caused this statement of eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of Dallas
and the State of Texas, on the 20th day of May, 2004.
THE BANK OF NEW YORK TRUST COMPANY, N.A.
By: /s/ Patrick T Giordano
Patrick T Giordano, Agent
EXHIBIT 6 TO FORM T-1
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, in connection with the issuance of Encysive Pharmaceuticals Inc. Debt
Securities, The Bank of New York Trust Company, N.A. hereby consents that
reports of examinations by Federal, State, Territorial or District Authorities
may be furnished by such authorities to the Securities and Exchange Commission
upon request therefor.
THE BANK OF NEW YORK TRUST COMPANY, N.A.
By: /s/ Patrick T Giordano
Patrick T Giordano, Agent
EXHIBIT 1.1 TO FORM T-1
RECEIVED
[LOGO] MAR 11 2004
THE BANK OF NEW YORK
Trust Company, N.A.
Comptroller of the Currency
Administrator of National Banks
LICENSING OPERATIONS
WESTERN DISTRICT OFFICE
1225 17th Street, Suite 300
Denver, CO 80202-5534
(720) 475-7650, FAX (720) 475-7691
March 10, 2004
Mr. Richard Jackson
President
The Bank of New York Trust Company, N.A.
800 Brickell Avenue, Suite 300
Miami, Florida 33131
RE: CHANGE IN CORPORATE TITLE
THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION
MIAMI, FLORIDA
CAIS CONTROL NUMBER: 2004-WE-04-0005
Dear Mr. Jackson:
The Office of the Comptroller of the Currency (OCC) has received your letter
dated February 3, 2004, concerning the title change and the appropriate
amendment to the articles of association. We have updated our records to reflect
that as of January 15, 2004, the title of The Bank of New York Trust Company of
Florida, National Association, Miami, Florida, Charter Number 17871, changed to
THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION.
As a result of the Garn-St Germain Depository Institutions Act of 1982, the OCC
is no longer responsible for the approval of national bank name changes nor does
it maintain official records on the use of alternate titles. The use of other
titles or the retention of the rights to any previously used title is the
responsibility of the bank's board of directors. Legal counsel should be
consulted to determine whether or not the new title, or any previously used
title, could be challenged by competing institutions under the provisions of
federal or state law.
Sincerely,
/s/ Sherry R. Gorospe
Sherry R. Gorospe
Licensing Analyst
EXHIBIT 7 TO FORM T-1
Consolidated Report of Condition of
THE BANK OF NEW YORK TRUST COMPANY, N.A.
of 800 Brickell Avenue, Suite 300, Miami, FL 33131
At the close of business December 31, 2003, published in accordance with
Federal regulatory authority instructions.
Dollar Amounts
in Thousands
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ASSETS
Cash and balances due from
depository institutions:
Noninterest-bearing balances
and currency and coin .......................................... $ 9,741
Interest-bearing balances ........................................ 3,301
Securities:
Held-to-maturity securities ...................................... 0
Available-for-sale securities .................................... 8,625
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices ........................... 0
Securities purchased under agreements to resell .................. 0
Loans and lease financing receivables:
Loans and leases held for sale ................................... 0
Loans and leases, net of unearned income ......................... 0
LESS: Allowance for loan and lease losses ........................ 0
Loans and leases, net of unearned income and allowance
and reserve ..................................................... 0
Trading assets ............................................................ 0
Premises and fixed assets (including capitalized leases) .................. 1,191
Other real estate owned ................................................... 0
Investments in unconsolidated subsidiaries and associated companies ....... 0
Customers' liability to this bank on acceptances outstanding .............. 0
Intangible assets
Goodwill ............................................................ 60,292
Other Intangible Assets ............................................. 19,834
Other assets .............................................................. 2,584
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Total assets .............................................................. $ 105,568
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LIABILITIES
Deposits:
In domestic offices ................................................... $ 4,996
Noninterest-bearing ................................................... 4,996
Interest-bearing ...................................................... 0
Federal funds purchased and securities sold under agreements to repurchased:
Federal funds purchased in domestic offices ........................... 0
Securities sold under agreements to repurchase ........................ 0
Trading liabilities ............................................................ 0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized
leases) ............................................................... 6,000
Bank's liability on acceptances executed and outstanding ....................... 0
Subordinated notes and debentures .............................................. 0
Other liabilities .............................................................. 2,866
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Total liabilities .............................................................. 13,862
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Minority interest in consolidated subsidiaries ................................. 0
EQUITY CAPITAL
Common stock ................................................................... 750
Surplus ........................................................................ 69,299
Retained earnings .............................................................. 21,655
Accumulated other comprehensive income ......................................... 2
Other equity capital components ................................................ 0
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Total equity capital ........................................................... 91,706
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Total liabilities and equity capital ........................................... $ 105,568
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I, Thomas J. Mastro, 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 appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
Thomas J. Mastro ) 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 appropriate Federal regulatory authority and is true and correct.
Richard G. Jackson )
Nicholas C. English ) Directors
Karen B. Shupenko )