Exhibit 25
Securities Act of 1933 File No. __________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
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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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PNC Bank, Kentucky, Inc.
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(Exact name of trustee as specified in its charter)
Commonwealth of Kentucky 61-0191580
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(State of Incorporation If Not a (I.R.S. Employer
National Bank) Identification No.)
500 W. Jefferson Street
Louisville, Kentucky 40202
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(Address of Principal Executive Offices) (Zip Code)
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Martha A. Ziskind
Vice President
PNC Bank, Kentucky, Inc.
500 W. Jefferson Street
Louisville, Kentucky 40202
(502) 581-3231
(Name, address, and telephone number of agent for service)
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ATRIA COMMUNITIES, INC.
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(Exact Name of Obligor as Specified in its Charter)
Delaware 61-1303738
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(State of Incorporation) (I.R.S. Employer Identification No.)
515 West Market Street, Suite 200, Louisville, Kentucky 40202
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(Address of Principal Executive Offices) (Zip Code)
$143,750,000 Convertible Subordinated Notes due 2002
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(Title of the Indenture Securities)
1. General information. Furnish the following information as Trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
Federal Reserve Bank of St. Louis
411 Locust Street, P. O. Box 442
St. Louis, MO 63266
Department of Financial Institutions
Commonwealth of Kentucky
477 Versailles Road
Frankfort, Ky 40601
(b) Whether it is authorized to exercise corporate trust powers.
The Trustee is authorized to exercise corporate trust powers.
2. Affiliations with obligor. If the obligor is an affiliate of the Trustee,
describe each such affiliation.
Not applicable.
3. Voting Securities of the trustee. Furnish the following information as to
each class of voting securities of the trustee.
As of January 5, 1998
Col. A Col. B
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(Title of Class) Amount Outstanding
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PNC Bank, Kentucky, Inc.
Common Stock, par value $30 per share 2,000,000 shares
PNC Bank Corp.
Common Stock, par value $5 per share 322,038,350 shares
4. Trusteeships under other indentures. If the trustee is a trustee under
another indenture under which any other securities, or certificates of interest
or participation in any other securities, of the obligor are outstanding,
furnish the following information:
(a) Title of the securities outstanding under each such other indenture.
Not applicable.
(b) A brief statement of the facts relied upon as a basis for the claim that no
conflicting interest within the meaning of Section 310(b) (1) of the Act arises
as a result of the trusteeship under any such other indenture, including a
statement as how the indenture securities will rank as compared with the
securities issued under other such indenture.
Not applicable.
5. Interlocking directorates and similar relationships with the obligor or
underwriters. If the trustee or any of the directors or executive officers of
the trustee is a director, officer, partner, employee, appointee, or
representative of the obligor or of any underwriter for the obligor, identify
each such person having any such connection and state the nature of each such
connection.
Not applicable.
6. Voting securities of the trustee owned by the obligor or its officials.
Furnish the following information as to the voting securities of the trustee
owned beneficially by the obligor and each director, partner and executive
officer of the obligor:
As of January 5, 1998
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Column A Column B Column C Column D
Percentage of
Voting Securities
Represented by
Amount Owned Amount Given
Name of Owner Title of Class Beneficially in Column C
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Not applicable.
7. Voting securities of the trustee owned by underwriter or their officials.
Furnish the following information as to the voting securities of the trustee
owned beneficially by each underwriter for the obligor and each director,
partner, executive officer of each such underwriter:
As of January 5, 1998
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Column A Column B Column C Column D
Percentage of
Voting Securities
Represented by
Amount Owned Amount Given
Name of Owner Title of Class Beneficially in Column C
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Not applicable.
8. Securities of the obligor owned or held by the trustee. Furnish the
following information as to securities of the obligor owned beneficially or held
as collateral security for obligations in default by the trustee.
As of January 5, 1998
Column A Column B Column C Column D
Amount Owned
Beneficially
Whether the or Held as
Securities are Collateral Percent of
Voting or Security for Class Represented
Nonvoting Obligations in by Amount Given
Title of Class Securities Default in Column C
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Not applicable.
9. Securities of the underwriters owned or held by the trustee. If the trustee
owns beneficially of holds as collateral security for obligations in default any
securities of an underwriter for the obligor, furnish the following information
as to each class of securities of such underwriter any of which are so owned or
held by the trustee:
As of January 5, 1998
Column A Column B Column C Column D
Amount Owned
Beneficially
or Held as
Collateral Percent of
Title of Issuer Security for Class Represented
and Amount Obligations in by Amount Given
Title of Class Outstanding Default by Trustee in Column C
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Not applicable.
10. Ownership or holdings by the trustee of voting securities of certain
affiliates or security holders of the obligor. If the trustee owns beneficially
or holds collateral security for obligations in default voting securities of a
person who, to the knowledge of the trustee (1) owns 10% or more of the voting
securities of the obligor or (2) is an affiliate, other than a subsidiary, of
the obligor, furnish the following information as to the voting securities of
such person:
As of January 5, 1998
Column A Column B Column C Column D
Amount Owned
Beneficially
or Held as
Collateral Percent of
Title of Issuer Security for Class Represented
and Amount Obligations in by Amount Given
Title of Class Outstanding Default by Trustee in Column C
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Not applicable.
11. Ownership or holdings by the trustee of any securities of a person owning
50 percent or more of the voting securities of the obligor. If the trustee owns
beneficially or holds as collateral security for obligations in default any
securities of a person who, to the knowledge of the trustee, owns 50 percent or
more of the voting securities of the obligor, furnish the following information
as to each class of securities of such person any of which are so owned or held
by the trustee:
As of January 5, 1998
Column A Column B Column C Column D
Amount Owned
Beneficially
or Held as
Collateral Percent of
Title of Issuer Security for Class Represented
and Amount Obligations in by Amount Given
Title of Class Outstanding Default by Trustee in Column C
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Not applicable.
12. Indebtedness of the obligor to the trustee. Except as noted in the
instructions, if the obligor is indebted to the trustee, furnish the following
information:
As of January 5, 1998
None.
13. Defaults by the obligor.
(a) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such default.
None.
(b) If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, or is the trustee for more than one
outstanding series of securities under the indenture, state whether there has
been a default under any such indenture or series, identify the indenture or
series affected, and explain the nature of any such default.
Not applicable.
14. Affiliation with the Underwriters. If any underwriter is an affiliate of
the trustee, describe each such affiliation.
Not applicable.
15. Foreign Trustee. Identify the order or rule pursuant to which the foreign
trustee is authorized to act as sole trustee under indentures qualified or to be
qualified under the Act.
Not applicable.
16. List of Exhibits. List below all exhibits filed as part of this statement
of eligibility.
1. A copy of the Articles of Incorporation of the Trustee now in effect
is hereby incorporated by reference to Exhibit 1 to Amendment No. 1 to
Form T-1 filed with Registration Statement No. 22-23572, dated as of
February 24, 1993.
2. Certificate of authority of the Trustee to commence business,
contained in the Articles of Incorporation is hereby incorporated by
reference to Exhibit 1 to Amendment No. 1 to Form T-1 filed with
Registration Statement No. 22-23572, dated as of February 24, 1993.
3. Authorization of the Trustee to exercise corporate trust powers, contained in
the Articles of Incorporation is hereby incorporated by reference to Exhibit
1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 22-
23572, dated as of February 24, 1993.
4. A copy of the existing By-Laws of the trustee is hereby incorporated by
reference to Exhibit 1 to Amendment No. 1 to Form T-1 filed with
Registration Statement No. 22-23572, dated as of February 24, 1993.
5. Copy of each indenture referred to in Item 4, if the obligor is in default.
Not applicable.
6. The consent of United States institutional trustees 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 is hereby
incorporated by reference to its Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 and Quarterly Report on Form 10-Q for the
Quarter ended June 30, 1997 which were previously filed with the Commission.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, PNC Bank, Kentucky, Inc., a corporation organized and existing under
the laws of the Commonwealth of Kentucky, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Louisville and State of Kentucky on the 5th day
of January, 1998.
PNC BANK, KENTUCKY, INC.
By: /s/ JACK R. CORNWALL
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Jack R. Cornwall
Assistant Vice President
EXHIBIT 6
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THE CONSENT OF THE TRUSTEE
REQUIRED BY SECTION 321(B) OF THE ACT
PNC Bank, Kentucky, Inc., the Trustee executing the statement of
eligibility and qualification to which this Exhibit is attached does hereby
consent that reports of examinations of the undersigned by Federal, State,
Territorial or District authorities may be furnished by such authorities to the
Securities and Exchange Commission upon request therefore in accordance with the
provisions of Section 321(b) of the Trust Indenture Act of 1939.
PNC BANK, KENTUCKY, INC.
BY: /s/ JACK R. CORNWALL
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Jack R. Cornwall
Assistant Vice President
January 5, 1998
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Date