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EXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM T-l
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)
NATIONAL CITY BANK
34-0420310
1900 East Ninth Street
Cleveland, Ohio 44114
David L. Zoeller
Senior Vice President and General Counsel
National City Corporation
1900 East Ninth Street
Cleveland, Ohio 44114
(216) 575-9313
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NCS HEALTHCARE INC
DELAWARE 34-1816187
4700 Northwest Parkway
Hilliard, OH 43026
Convertible Subordinated Debentures
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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.
Comptroller of the Currency, Washington, D.C.
The Federal Reserve Bank of Cleveland, Cleveland, Ohio
Federal Deposit Insurance Corporation, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
National City Bank is authorized to exercise corporate trust
powers.
2. Affiliations with obligor. If the obligor is an affiliate of the trustee,
describe such affiliation.
NONE
16. List of exhibits
(1) A copy of the Articles of Association of the Trustee.
Incorporated herein by reference is Charter No.786 Merger No. 1043 the
Articles of Association of National City Bank, which Articles of
Association were included as a part of Exhibit 1 to Form T-1 filing
made by said National City Bank with the Securities and Exchange
Commission in November 1973 (File No.2-49786).
Incorporated herein by reference is an amendment to the Articles of
Association of National City Bank, which amendment was included as a
part of Exhibit 1 to Form T-1 filing made by said National City Bank
with the Securities and Exchange Commission in April 1996 (File
No.333-02761)
(2) A copy of the certificate of authority of the Trustee to commence
business:
(a) a copy of the certificate of NCB National Bank to commence
business.
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Incorporated herein by reference is a true and correct copy of the
certificate issued by the Comptroller of the Currency under date of
April 26, 1973, whereby NCB National Bank was authorized to commence
the business of banking as a National banking Association, which true
copy of said Certificate was included as Exhibit 2(a) to Form T-1
filing made by said National City Bank with the Securities and
Exchange Commission in November 1973 (File 2-49786)
(b) a copy of the approval of the merger of The National City Bank of
Cleveland into NCB National Bank under the charter of NCB
National Bank and under the title "National City Bank."
Incorporated herein by reference is a true and correct copy of the
certificate issued by the Comptroller of the Currency under date of
April 27, 1973, whereby the National City Bank of Cleveland was merged
into NCB National Bank, which true copy of said certificate was
included as Exhibit 2(b) to Form T-1 filing made by said National City
Bank with the Securities and Exchange Commission in November 1973
(File 2-49786).
(3) A copy of the authorization of the Trustee to exercise corporate trust
powers.
Incorporated herein by reference is a true and correct copy of the
certificate dated April 13, 1973 issued by the Comptroller of the
Currency whereby said National City Bank has been granted the right to
exercise certain trust powers, which true copy of said certificate was
included as Exhibit 3 to Form T-1 filing made by said National City
Bank with the Securities and Exchange Commission in November 1973
(File 2-49786).
(4) A copy of existing By-Laws of the Trustee.
Incorporated herein by reference is a true and correct copy of the
National City Bank By-Laws as amended through January 1, 1993. This
true copy of said By-Laws was included as Exhibit 4 to Form T-1 filing
made by National City Bank with the Securities and Exchange Commission
in March, 1995 (File 22-26594).
(5) Not applicable.
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(6) Consent of the United States Institutional Trustee required by Section
321(b) of the Act.
Attached hereto as Exhibit 6 is the Consent of the Trustee in
accordance with Section 321(b) of the Trust Indenture Act of 1939 as
amended.
(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.
Attached hereto as Exhibit 7 is the latest report of condition of
National City Bank.
(8) Not applicable.
(9) Not applicable.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, National City Bank, a national 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 Cleveland, and State of Ohio, on
the 24th day of September, 1997.
NATIONAL CITY BANK
By: /s/ Janet A. Schwartz
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Janet A. Schwartz
Vice President
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CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as
amended, and to the extent required thereby to enable it to act as an indenture
trustee, National City Bank hereby consents as of the date hereof that reports
of examinations of it by the Treasury Department, the Comptroller of the
Currency, the Board of Governors of the Federal Reserve Banks, the Federal
Deposit Insurance Corporation or of any other Federal or State authority having
the right to examine National City Bank, may be furnished by similar authorities
to the Securities and Exchange Commission upon request thereon.
NATIONAL CITY BANK
By: /s/ Janet A. Schwartz
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Janet A. Schwartz
Vice President
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EXHIBIT 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as
amended, and to the extent required thereby to enable it to act as an indenture
trustee, National City Bank hereby consents as of the date hereof that reports
of examinations of it by the Treasury Department, the Comptroller of the
Currency, the Board of Governors of the Federal Reserve Banks, the Federal
Deposit Insurance Corporation or of any other Federal or State authority having
the right to examine National City Bank, may be furnished by similar authorities
to the Securities and Exchange Commission upon request thereon.
NATIONAL CITY BANK
By: /s/ Janet A. Schwartz
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Janet A. Schwartz
Vice President
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EXHIBIT 7
REPORT OF CONDITION
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NATIONAL CITY BANK
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(Including Domestic and Foreign Subsidiaries)
Of Cleveland, In the State of Ohio, at the close of business on June 30,1997,
published in response to call made by Comptroller of the Currency, under Title
12, United States Code, Section 161.
ASSETS
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(In Thousands)
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin ..................... $ 509,517
Interest-bearing balances .............................................. 1,613
Securities:
Held-to-maturity securities ............................................ 0
Available-for-sale securities........................................... 1,451,078
Federal funds sold and securities purchased under agreements
to resell in domestic offices of the bank and of its Edge
and Agreement subsidiaries, and in IBFs................................. 1,214,590
Loans and lease financing receivables:
Loans and leases, net of unearned income ....................$ 7,262,071
Less: Allowance for loan and lease losses ................... 107,549
Loans and leases, net of unearned income and allowance ................. 7,154,522
Assets held in trading accounts .......................................... 568
Premises and fixed assets (including capitalized leases) ................. 115,623
Other real estate owned .................................................. 1,463
Customers' liability to this bank on acceptances outstanding ............. 41,262
Intangible assets ........................................................ 198
Other assets ............................................................. 485,057
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TOTAL ASSETS ........................................................... $10,975,491
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LIABILITIES
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Deposits:
In domestic offices .................................................... $ 5,993,328
Non-interest bearing .....................................$ 1,783,965
Interest-bearing ......................................... 4,209,363
In foreign offices, Edge and Agreement subsidiaries, and IBFs .......... 421,901
Interest-bearing ......................................... 421,901
Federal funds purchased and securities sold under agreements
to repurchase........................................................... 1,608,912
Demand notes issued to the U.S. Treasury ................................. 238,456
Trading Liabilities ...................................................... 10
Other borrowed money:
With a remaining maturity of one year or less .......................... 449,627
With a remaining maturity of more than one year
through three years ................................................... 249,941
With a remaining maturity of more than three years ..................... 803,368
Bank's liability on acceptances executed and outstanding ................. 41,262
Subordinated notes and debentures ........................................ 174,252
Other liabilities ........................................................ 287,758
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TOTAL LIABILITIES ....................................................... 10,268,815
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EQUITY CAPITAL
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Common Stock ............................................................. 7,436
Surplus .................................................................. 55,822
Undivided profits and capital reserves ................................... 641,832
Net unrealized holding gains (losses) on
available-for-sale securities ........................................... 1,586
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TOTAL EQUITY CAPITAL ................................................... 706,676
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TOTAL LIABILITIES AND EQUITY CAPITAL .................................... $10,975,491
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I, Gary M. Small, Vice President and Chief Financial Officer of the above named
bank do hereby declare that this Report of Condition is true and correct to the
best of my knowledge and belief.
Gary M. Small