EXHIBIT 25
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FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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THE BANK OF NEW YORK TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
59-2283428
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
800 Brickell Avenue
Suite 300
Miami, Florida 33131
(Address of principal executive offices) (Zip code)
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IASIS Healthcare LLC
(Exact name of obligor as specified in its charter)
Delaware 20-1150104
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
IASIS Capital Corporation
(Exact name of obligor as specified in its charter)
Delaware 20-1278389
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
Arizona Diagnostic & Surgical Center, Inc.
(Exact name of obligor as specified in its charter)
Delaware 62-1799439
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
Baptist Joint Venture Holdings, Inc.
(Exact name of obligor as specified in its charter)
Delaware 62-1796514
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
Beaumont Hospital Holdings, Inc.
(Exact name of obligor as specified in its charter)
Delaware 62-1796501
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
Biltmore Surgery Center, Inc.
(Exact name of obligor as specified in its charter)
Arizona 86-0837176
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
Biltmore Surgery Center Holdings, Inc.
(Exact name of obligor as specified in its charter)
Delaware 62-1796499
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
- 2 -
Brookwood Diagnostic Center of Tampa, Inc.
(Exact name of obligor as specified in its charter)
Delaware 62-1801013
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
Clinicare of Texas, Inc.
(Exact name of obligor as specified in its charter)
Delaware 62-1801973
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
Clinicare of Utah, Inc.
(Exact name of obligor as specified in its charter)
Delaware 62-1795211
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
Davis Hospital Holdings, Inc.
(Exact name of obligor as specified in its charter)
Delaware 62-1795217
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
Davis Surgical Center Holdings, Inc.
(Exact name of obligor as specified in its charter)
Delaware 62-1796493
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
- 3 -
Decisionpoint Services, Inc.
(Exact name of obligor as specified in its charter)
Delaware 62-1797794
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
First Choice Physicians Network Holdings, Inc.
(Exact name of obligor as specified in its charter)
Delaware 62-1796513
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
IASIS Finance, Inc.
(Exact name of obligor as specified in its charter)
Delaware 62-1797792
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
IASIS Finance Texas Holdings, LLC
(Exact name of obligor as specified in its charter)
Delaware 20-1311933
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
IASIS Healthcare Holdings, Inc.
(Exact name of obligor as specified in its charter)
Delaware 62-1798194
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
- 4 -
IASIS Hospital Nurse Staffing Company
(Exact name of obligor as specified in its charter)
Delaware 62-1796492
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
IASIS Management Company
(Exact name of obligor as specified in its charter)
Delaware 62-1797795
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
IASIS Physician Services, Inc.
(Exact name of obligor as specified in its charter)
Delaware 62-1801974
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
IASIS Transco, Inc.
(Exact name of obligor as specified in its charter)
Delaware 62-1801016
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
Jordan Valley Hospital Holdings, Inc.
(Exact name of obligor as specified in its charter)
Delaware 62-1795215
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
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MCS/AZ, Inc.
(Exact name of obligor as specified in its charter)
Delaware 62-1799433
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
Memorial Hospital of Tampa, LP
(Exact name of obligor as specified in its charter)
Delaware 62-1795584
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
Mesa General Hospital, LP
(Exact name of obligor as specified in its charter)
Delaware 62-1795590
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
Metro Ambulatory Surgery Center, Inc.
(Exact name of obligor as specified in its charter)
Delaware 62-1796497
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
North Vista Hospital, Inc.
(Exact name of obligor as specified in its charter)
Delaware 20-0470861
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
- 6 -
Palms of Pasadena Homecare, Inc.
(Exact name of obligor as specified in its charter)
Delaware 62-1797790
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
Palms of Pasadena Hospital, LP
(Exact name of obligor as specified in its charter)
Delaware 62-1795583
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
Pioneer Valley Health Plan, Inc.
(Exact name of obligor as specified in its charter)
Delaware 62-1795212
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
Pioneer Valley Hospital, Inc.
(Exact name of obligor as specified in its charter)
Delaware 62-1795216
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
Rocky Mountain Medical Center, Inc.
(Exact name of obligor as specified in its charter)
Delaware 62-1795213
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
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Salt Lake Regional Medical Center, Inc.
(Exact name of obligor as specified in its charter)
Delaware 62-1795214
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
Seaboard Development LLC
(Exact name of obligor as specified in its charter)
Delaware 62-1756039
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
Southbridge Plaza Holdings, Inc.
(Exact name of obligor as specified in its charter)
Delaware 62-1796491
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
Southwest General Hospital, LP
(Exact name of obligor as specified in its charter)
Delaware 62-1795572
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
SSJ St. Petersburg Holdings, Inc.
(Exact name of obligor as specified in its charter)
Delaware 62-1796504
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
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St. Luke's Behavioral Hospital, LP
(Exact name of obligor as specified in its charter)
Delaware 62-1795588
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
St. Luke's Medical Center, LP
(Exact name of obligor as specified in its charter)
Delaware 62-1795587
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
Tampa Bay Staffing Solutions, Inc.
(Exact name of obligor as specified in its charter)
Delaware 62-1797791
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
Tempe St. Luke's Hospital, LP
(Exact name of obligor as specified in its charter)
Delaware 62-1795586
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
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Town & Country Hospital, LP
(Exact name of obligor as specified in its charter)
Delaware 62-1795580
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
117 Seaboard Lane, Building E
Franklin, Tennessee 37067
(Address of principal executive offices) (Zip code)
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8-3/4% Senior Subordinated Notes due 2014
(Title of the indenture securities)
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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.
Name Address
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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.
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, N.A. (Exhibit 1 to Form T-1 filed with
Registration Statement No. 333-100717).
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 to the requirements of its
supervising or examining authority.
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SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New
York Trust Company, N.A., a banking association organized and existing under the
laws of the United States of America, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of Atlanta, and State of Georgia, on the 9th day of
July, 2004.
THE BANK OF NEW YORK TRUST
COMPANY, N.A.
By: /s/ Barbara Royal
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Name: Barbara Royal
Title: Assistant Vice President
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SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New
York Trust Company, N.A., a banking association organized and existing under the
laws of the United States of America, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in The City of Georgia, and State of Atlanta, on the 9th day of
July, 2004.
THE BANK OF NEW YORK TRUST
COMPANY, N.A.
By: /s/ BARBARA ROYAL
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Name: BARBARA ROYAL
Title: ASSISTANT VICE PRESIDENT
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EXHIBIT 6
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321 (b) of the Trust Indenture Act of
1939, and in connection with the proposed issue of IASIS Healthcare LLC 8-3/4%
Senior Subordinated Notes due 2014 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/ Barbara Royal
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Name: Barbara Royal
Title: Assistant Vice President
Atlanta, Georgia
July 9, 2004
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EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK TRUST COMPANY, N.A.
of 800 Brickell Avenue, Suite 100, Miami, FL 33131
At the close of business March 31, 2004, published in accordance with
Federal regulatory authority instructions.
Dollar Amounts
in Thousands
ASSETS
Cash and balances due from
depository institutions:
Noninterest-bearing balances
and currency and coin ............................................... 5,651
Interest-bearing balances ............................................. 3,302
Securities:
Held-to-maturity securities ........................................... 0
Available-for-sale securities ......................................... 8,726
Federal funds sold and securities
purchased under agreements to resell:
Federal funds sold .................................................... 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 ................................................ 0
Trading assets ................................................................. 0
Premises and fixed assets (including
capitalized leases) ................................................... 1,112
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 .................................................. 19,132
Other assets ................................................................... 3,518
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Total assets ................................................................... 101,733
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1
LIABILITIES
Deposits:
In domestic offices .................................................. 241
Noninterest-bearing .................................................. 241
Interest-bearing ..................................................... 0
Federal funds purchased and securities
sold under agreements to repurchase:
Federal funds purchased .............................................. 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 ............................................................. 4,054
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Total liabilities ............................................................. 10,295
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Minority interest in consolidated subsidiaries ................................ 0
EQUITY CAPITAL
Perpetual preferred stock and related surplus ................................. 0
Common stock .................................................................. 750
Surplus ....................................................................... 69,299
Retained earnings ............................................................. 21,388
Accumulated other comprehensive
income ............................................................... 1
Other equity capital components ............................................... 0
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Total equity capital .......................................................... 91,438
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Total liabilities, minority interest, and equity capital ...................... 101,733
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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 )
2