EXHIBIT 25
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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.
60 Livingston Avenue
St. Paul, Minnesota 55107
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(Address of principal executive offices) (Zip Code)
Richard Prokosch
U.S. Bank National Association
60 Livingston Avenue
St. Paul, MN 55107
(651) 495-3918
(Name, address and telephone number of agent for service)
Bally Total Fitness Holding Corporation
(Issuer with respect to the Securities)
Delaware 36-3228107
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
8700 West Bryn Mawr Avenue
Chicago, Illinois 60631
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(Address of Principal Executive Offices) (Zip Code)
10.50% SENIOR NOTES DUE 2011
(TITLE OF THE INDENTURE SECURITIES)
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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 June 30, 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.
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 11th day of September, 2003.
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Richard Prokosch
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Richard Prokosch
Vice President
By: /s/ Benjamin J. Kreuger
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Benjamin J. Kreuger
Trust Officer
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: September 11, 2003
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Richard Prokosch
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Richard Prokosch
Vice President
By: /s/ Benjamin J. Kreuger
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Benjamin J. Kreuger
Trust Officer
EXHIBIT 7
U.S. BANK NATIONAL ASSOCIATION
STATEMENT OF FINANCIAL CONDITION
As of 6/30/2003
($000'S)
6/30/2003
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ASSETS
Cash and Due From Depository Institutions $ 11,987,100
Federal Reserve Stock 0
Securities 35,336,411
Federal Funds 4,955,134
Loans & Lease Financing Receivables 118,648,100
Fixed Assets 1,864,465
Intangible Assets 9,999,520
Other Assets 8,735,830
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TOTAL ASSETS $191,526,560
LIABILITIES
Deposits $132,461,590
Fed Funds 5,061,915
Treasury Demand Notes 0
Trading Liabilities 303,140
Other Borrowed Money 20,320,775
Acceptances 150,586
Subordinated Notes and Debentures 6,326,523
Other Liabilities 5,864,946
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TOTAL LIABILITIES $170,489,475
EQUITY
Minority Interest in Subsidiaries $ 999,216
Common and Preferred Stock 18,200
Surplus 11,015,123
Undivided Profits 9,004,546
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TOTAL EQUITY CAPITAL $ 21,037,085
TOTAL LIABILITIES AND EQUITY CAPITAL $191,526,560
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/ Richard Prokosch
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Vice President
Date: September 11, 2003