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EXHIBIT 25
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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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U.S. TRUST COMPANY OF TEXAS, N.A.
(Exact name of trustee as specified in its charter)
75-2353745
(State of incorporation (I.R.S. employer
if not a national bank) identification no.)
2001 Ross Avenue, Suite 2700
Dallas, Texas 75201
(Address of trustee's (Zip Code)
principal executive offices)
Compliance Officer
U.S. Trust Company of Texas, N.A.
2001 Ross Avenue, Suite 2700
Dallas, TX 75201
(214) 754-1200
(Name, address and telephone number of agent for service)
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AdvancePCS
(formerly known as Advance Paradigm, Inc.)
(Exact name of guarantor as specified in its charter)
Delaware 75-2493381
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
5215 North O'Connor Blvd., 75039
Suite 1600
Irving, TX
(Address of principal (Zip Code)
executive offices)
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ADVP CONSOLIDATION, L. L. C.
(Exact name of guarantor as specified in its charter)
Delaware 75-2882133
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
103 Foulk Road, Suite 202 19801
Wilmington, DE
(Address of principal executive offices) (Zip Code)
ADVANCEPCS RESEARCH, L. L. C.
(Exact name of guarantor as specified in its charter)
Delaware 06-1610413
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1200 High Ridge Road 06905
Stanford, CT
(Address of principal executive offices) (Zip Code)
ADVANCERX.COM, L.P.
(Exact name of guarantor as specified in its charter)
Delaware 75-2882135
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
909 E. Collins Blvd., Suite 103 75081
Richardson, TX
(Address of principal executive offices) (Zip Code)
ADVP MANAGEMENT, L. P.
(Exact name of guarantor as specified in its charter)
Delaware 75-2882131
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
5215 North O'Connor Blvd., Suite 1600 75039
Irving, TX
(Address of principal executive offices) (Zip Code)
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ADVANCEPCS, L. P.
(formerly known as ADVP Operations, L. P.
(Exact name of guarantor as specified in its charter)
Delaware 75-2882129
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
5215 N. O'Connor Blvd., Suite 1600 75039
Irving, TX
(Address of principal executive offices) (Zip Code)
HMN HEALTH SERVICES, INC.
(Exact name of guarantor as specified in its charter)
Ohio 34-1885276
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
CT Corporation System 44114
1300 E. Ninth St., Suite 1010
Cleveland, OH
(Address of principal executive offices) (Zip Code)
FIRST FLORIDA INTERNATIONAL HOLDINGS, INC.
(Exact name of guarantor as specified in its charter)
Florida 59-3308648
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
5215 N. O'Connor Blvd., Suite 1600 75039
Irving, TX
(Address of principal executive offices) (Zip Code)
BAUMEL-EISNER NEUROMEDICAL INSTITUTE, INC.
(Exact name of guarantor as specified in its charter)
Florida 59-1931184
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
7301 N. University Drive, Suite 300 33321
Tamarac, FL
(Address of principal executive offices) Zip Code)
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PCS HOLDING CORPORATION
(Exact name of guarantor as specified in its charter)
Delaware 94-3040479
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
5215 N. O'Connor Blvd., #1600 75039-3742
Irving, TX (Zip Code)
(Address of principal executive offices)
PCS HEALTH SYSTEMS, INC.
(Exact name of guarantor as specified in its charter)
Delaware 86-0217882
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
9501 East Shea Blvd. 85206
Scottsdale, AZ
(Address of principal executive offices) (Zip Code)
PCS MAIL SERVICES, INC.
(Exact name of guarantor as specified in its charter)
Arizona 86-0946910
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
9501 East Shea Blvd. 85260
Scottsdale, AZ
(Address of principal executive offices) (Zip Code)
PCS SERVICES, INC.
(Exact name of guarantor as specified in its charter)
Delaware 94-3075526
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
9501 East Shea Blvd. 85260
Scottsdale, AZ
(Address of principal executive offices) (Zip Code)
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PCS MAIL SERVICES OF BIRMINGHAM, INC.
(Exact name of guarantor as specified in its charter)
Alabama 63-1222539
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
2700 Milan Court 35211
Birmingham, AL
(Address of principal executive offices) (Zip Code)
PCS MAIL SERVICES OF FT. WORTH, INC.
(Exact name of guarantor as specified in its charter)
Delaware 75-2653427
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
2105 Eagle Parkway 76177
Ft. Worth, TX
(Address of principal executive offices) (Zip Code)
PCS MAIL SERVICES OF SCOTTSDALE, INC.
(Exact name of guarantor as specified in its charter)
Arizona 86-0945941
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
9501 E. Shea Blvd. 85260
Scottsdale, AZ
(Address of principal executive offices) (Zip Code)
FFI RX MANAGED CARE, INC.
(Exact name of guarantor as specified in its charter)
Florida 59-3236503
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
3502 Henderson Blvd., Suite 300 33609
Tampa, FL
(Address of principal executive offices) (Zip Code)
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AMBULATORY CARE REVIEW SERVICES, INC.
(Exact name of guarantor as specified in its charter)
Ohio 34-1754130
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
3502 Henderson Blvd., Suite 300 33609
Tampa, FL
(Address of principal executive offices) (Zip Code)
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Senior Notes, Due 2008
(Title of the indenture securities)
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GENERAL
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.
Federal Reserve Bank of Dallas (11th District), Dallas, Texas
(Board of Governors of the Federal Reserve System)
Federal Deposit Insurance Corporation, Dallas, Texas
The Office of the Comptroller of the Currency, Dallas, Texas
(b) Whether it is authorized to exercise corporate trust powers.
The Trustee is authorized to exercise corporate trust powers.
2. Affiliations with Obligor and Underwriters
If the obligor or any underwriter for the obligor is an affiliate of the
Trustee, describe each such affiliation.
None.
3. Voting Securities of the Trustee
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Furnish the following information as to each class of voting securities of the
Trustee:
As of April 17, 2001
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Col A. Col B.
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Title of Class Amount Outstanding
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Capital Stock - par value $100 per share 5000 shares
4. Trusteeships Under Other Indentures
Not applicable.
5. Interlocking Directorates and Similar Relationships with the Obligor or
Underwriters
Not applicable.
6. Voting Securities of the Trustee Owned by the Obligor or its Officials
Not applicable.
7. Voting Securities of the Trustee Owned by Underwriters or their Officials
Not applicable.
8. Securities of the Obligor Owned or Held by the Trustee
Not applicable.
9. Securities of Underwriters Owned or Held by the Trustee
Not applicable.
10. Ownership or Holdings by the Trustee of Voting Securities of Certain
Affiliates or Security Holders of the Obligor
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
Not applicable.
12. Indebtedness of the Obligor to the Trustee
Not applicable.
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13. Defaults by the Obligor
Not applicable.
14. Affiliations with the Underwriters
Not applicable.
15. Foreign Trustee
Not applicable.
16. List of Exhibits
T-1.1 - A copy of the Articles of Association of U.S. Trust Company of
Texas, N.A.; incorporated herein by reference to Exhibit T-1.1
filed with Form T-1 Statement, Registration No. 22-21897.
T-1.2 - A copy of the certificate of authority of the Trustee to commence
business; incorporated herein by reference to Exhibit T-1.2 filed
with Form T-1 Statement, Registration No. 22-21897.
T-1.3 - A copy of the authorization of the Trustee to exercise corporate
trust powers; incorporated herein by reference to Exhibit T-1.3
filed with Form T-1 Statement, Registration No. 22-21897.
T-1.4 - A copy of the By-laws of the U.S. Trust Company of Texas, N.A.,
as amended to date; incorporated herein by reference to Exhibit
T-1.4 filed with Form T-1 Statement, Registration No., 22-21897.
T-1.5 - The consent of the Trustee required by Section 321(b) of the
Trust Indenture Act of 1939.
T-1.6 - A copy of the latest report of condition of the Trustee published
pursuant to law or the requirements of its supervising or
examining authority.
NOTE
As of April 17, 2001, the Trustee had 5,000 shares of Capital Stock outstanding,
all of which are owned by U.S. T.L.P.O. Corp. As of April 4, 2001, U.S. T.L.P.O.
Corp. had 35 shares of Capital Stock outstanding, all of which are owned by U.S.
Trust Corporation.
The term "Trustee" in Items 2, 5, 6, 7, 8, 9, 10, and 11 refers to each of U.S.
Trust Company of Texas, N.A., U.S. T.L.P.O. Corp. and U.S. Trust Corporation.
In as much as this Form T-1 is filed prior to the ascertainment by the Trustee
of all the facts on which to base responsive answers to Items 2, 5, 6, 7, 9, 10
and 11 may, however, be considered correct unless amended by an amendment to
this Form T-1.
In answering any items in this Statement of Eligibility and Qualification which
relates to matters peculiarly within the knowledge of the obligors or their
directors or officers, or an underwriter for the obligors, the Trustee has
relied upon information furnished to it by the obligors and will rely on
information to be furnished by the obligors or such underwriter, and the Trustee
disclaims responsibility for the accuracy or completeness of such information.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee,
U.S. Trust Company of Texas, N.A., a national banking association organized
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 Dallas, and State of Texas on the
17th of April 2001.
U.S. Trust Company of
Texas, N.A., Trustee
By: /s/ John C. Stohlmann
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John C. Stohlmann
Vice President
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EXHIBIT T-1.6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939 as amended in connection with the proposed issue of AdvancePCS, we hereby
consent that reports of examination by Federal, State, Territorial or District
authorities may be such authorities to the Securities and Exchange Commission
upon request therefore.
U.S. Trust Company of
Texas, N.A., Trustee
By: /s/ John C. Stohlmann
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John C. Stohlmann
Vice President
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EXHIBIT 25
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
OMB NUMBER: 7100-003
FEDERAL DEPOSIT INSURANCE CORPORATION
OMB NUMBER: 3064-005
OFFICE OF THE COMPTROLLER OF THE CURRENCY
EXPIRES
FEDERAL FINANCIAL INSTITUTIONS EXAMINATION COUNCIL
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PLEASE REFER TO PAGE I,
TABLE OF CONTENTS, FOR
THE REQUIRED DISCLOSURE
OF ESTIMATED BURDEN.
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CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR
A BANK WITH DOMESTIC OFFICES ONLY AND TOTAL ASSETS OF
$100 MILLION OR MORE BUT LESS THAN $300 MILLION - FFIEC 033
REPORT AT THE CLOSE OF BUSINESS DECEMBER 31, 2000 20001231
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(RCRI 9999)
This report is required by law: 12 U.S.C. Section 324 (State member banks); 12
U.S.C. Section 1817 (State nonmember banks); and 12 U.S.C. Section 161 (National
banks).
This report form is to be filed by banks with domestic offices only. Banks with
foreign offices (as defined in the instructions) must file FFIEC 031.
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NOTE: The Reports of Condition and Income must be signed by an authorized
officer and the Report of Condition must be attested to by not less than two
directors (trustees) for State nonmember banks and three directors for State
member and national Banks.
I, Alfred B. Childs, Managing Director
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Name and Title of Officer Authorized to Sign Report
Of the named bank do hereby declare that the Reports of Condition and Income
(including the supporting schedules) for this report date have been prepared in
conformance with the instructions issued y the appropriate Federal regulatory
authority and are true to the best of my knowledge.
/s/ Alfred B. Childs
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Signature of Officer Authorized to Sign Report
1/16/01
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Date of Signature
The Reports of Condition and Income are to be prepared in Accordance with
Federal regulatory authority instructions.
We, the undersigned directors (trustees), attest to the correctness of the
Report of Condition (including the supporting schedules) for this report date
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 trust and correct.
/s/ William Goodwin
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Director (Trustee)
/s/ Arthur White
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Director (Trustee)
/s/ Peter Denker
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Director (Trustee)
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SUBMISSION OF REPORTS
Each bank must prepare its Reports of Condition and Income either:
(a) in electronic form and then file the computer data file directly with
the banking agencies' collection agent, Electronic Data Systems
Corporation (EDS), by modem or on computer diskette; or
(b) in hard-copy (paper) form and arrange for another party to convert the
paper report to electronic form. That party (if other than EDS) must
transmit the bank's computer data file to EDS.
For electronic filing assistance, contact EDS Call Report Services, 2150 N.
Prospect Ave., Milwaukee, WI 53202, telephone (800) 255-1571.
To fulfill the signature and attestation requirement for the Reports of
Condition and Income for this report date, attach this signature page (or a
photocopy or a computer-generated version of this page) to the hard-copy record
of the completed report that the bank places in its files.
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FDIC Certificate Number:
33217
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(RCRI 9050)
U.S. TRUST COMPANY OF TEXAS, N.A.
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Legal Title of Bank (TEXT 9010)
DALLAS
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City (TEXT 9130)
TX 75201
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State Abbrev. (TEXT 9200) Zip Code (TEXT 9220)
Board of Governors of the Federal Reserve System, Federal Deposit Insurance
Corporation, Office of the Comptroller of the Currency
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U.S. TRUST COMPANY OF TEXAS, N.A. Call Date: 12/31/00 State #: ooooo FFIEC 033
2001 ROSS AVENUE, SUITE 2700 Vendor ID: D Cert #: 33217 RC-1
DALLAS, TX 75201 Transit #: 11101765
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CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 2000
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
C200<-
Dollar Amounts In Thousands
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ASSETS
RCON
1. Cash and balances due from depository institutions (from Schedule RC-A): ----
a. Noninterest-bearing balances and currency and coin (1) ................................... 0081 5,038 1.a
b. Interest-bearing balances (2) ............................................................ 0071 1,338 1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, Column A) ............................... 1754 2.a
b. Available-for-sale securities (from Schedule RC-B, column D) ............................. 1773 125,222 2.b
3. Federal funds sold and securities purchased under agreements to resell ..................... 1350 26,000 3.
4. Loans and lease financing receivables: RCON
a. Loans and leases, net of unearned income (from Schedule RC-C) .......... 2122 35,430 4.a
b. LESS: Allowance for loan and lease losses .............................. 3123 260 4.b
c. LESS: Allocated transfer risk reserve .................................. 3128 0 RCON 4.c
d. Loans and leases, net of unearned income, allowance, and reserve (item 4.a ----
minus 4.b and 4.c) .................................................................... 2125 35,170 4.d
5. Trading assets ............................................................................. 3545 5.
6. Premises and fixed assets (including capitalized leases) ................................... 2145 868 6.
7. Other real estate owned (from Schedule RC-M) ............................................... 2150 7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M).... 2130 8.
9. Customers' liability to this bank on acceptances outstanding ............................... 2155 9.
10. Intangible assets (from Schedule RC-M) ..................................................... 2143 2,660 10.
11. Other assets (from Schedule RC-F) .......................................................... 2160 9,174 11.
12. Total assets (sum of items 1 through 11) ................................................... 2170 205,470 12.
(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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C200<-
Dollar Amounts In Thousands
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LIABILITIES
13. Deposits: RCON
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a. In domestic offices (sum of totals of columns A and C From Schedule RC-E) RCON 2200 172,607 13.a
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(1) Noninterest-bearing (1) .............................................. 6631 24,321 13.a.1
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(2) Interest-bearing ..................................................... 6636 148,286 13.a.2
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b. In foreign offices, Edge and Agreement subsidiaries, and IBFs
(1) Noninterest-bearing ..............................................
(2) Interest-bearing .......................................................................... RCON
----
14. Federal funds purchased and securities sold under agreements to repurchase ....................... 2800 14
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15. a. Demand notes issued to the U.S. Treasury ...................................................... 2840 15.a
-------
b. Trading liabilities ........................................................................... 3548 15.b
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16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases):
a. With a remaining maturity of one year or less ................................................. 2332 16.a
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b. With a remaining maturity of more than one year through three years ........................... A547 16.b
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c. With a remaining maturity of more than three years ............................................ A548 16.c
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17. Not applicable
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18. Bank's liability on acceptances executed and outstanding ......................................... 2920 18
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19. Subordinated notes and debentures (2) ............................................................ 3200 19
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20. Other liabilities (from Schedule RC-G) ........................................................... 2930 9,019 20
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21. Total liabilities (sum of items 13 through 20) ................................................... 2948 183,626 21
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22. Not applicable
EQUITY CAPITAL ....................................................................................... RCON
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23. Perpetual preferred stock and related surplus .................................................... 3838 23
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24. Common stock ..................................................................................... 3230 24
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25. Surplus (exclude all surplus related to preferred stock) ......................................... 3839 14,051 25
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26. a. Undivided profits and capital reserves ........................................................ 3632 5,026 26.a
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b. Net unrealized holding gains (losses) on available-for-sale securities ........................ 8434 267 26.b
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c. ACCUMULATED NET GAINS (LOSSES ON CASH FLOW HEDGES) ............................................ 4336 26.c
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27. Cumulative foreign currency translation adjustments ..............................................
28. Total equity capital (sum of items 23 through 27) ................................................ 3210 21,844 28
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29. Total liabilities and equity capital (sum of items 21 and 28) .................................... 3300 205,470 29
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MEMORANDUM
TO BE REPORTED ONLY WITH THE REPORT OF CONDITION.
1. Indicate in the at the right, the number of the statement below that best
describes the most comprehensive level of auditing work performed for the NUMBER
bank by independent external auditors as of any date during 1998 ................................. 6724 M.1
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1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors (may
be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.