EXHIBIT 25
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
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)
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A NATIONAL BANKING ASSOCIATION 94-1347393
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national Identification No.)
bank)
101 NORTH PHILLIPS AVENUE
SIOUX FALLS, SOUTH DAKOTA 57104
(Address of principal executive offices) (Zip code)
WELLS FARGO & COMPANY
LAW DEPARTMENT, TRUST SECTION
MAC N9305-175
SIXTH STREET AND MARQUETTE AVENUE, 17TH FLOOR
MINNEAPOLIS, MINNESOTA 55479
(612) 667-4608
(Name, address and telephone number of agent for service)
_____________________________
CHEMED CORPORATION (FORMERLY ROTO-ROOTER, INC.)
(Exact name of obligor as specified in its charter)
DELAWARE 31-0791746
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2600 CHEMED CENTER
255 EAST FIFTH STREET
CINCINNATI, OHIO 45202-4726
(Address of principal executive offices) (Zip code)
_____________________________
FLOATING RATE SENIOR SECURED NOTES DUE 2010
(Title of the indenture securities)
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TABLE OF REGISTRANT GUARANTORS
EXACT NAME OF REGISTRANT AS SPECIFIED STATE OF INCORPORATION PRIMARY STANDARD INDUSTRIAL I.R.S. EMPLOYER
IN ITS CHARTER OR ORGANIZATION CLASSIFICATION CODE NUMBERS IDENTIFICATION NUMBER
CCR of Ohio Inc. Delaware 7699 31-1527335
Comfort Care Holdings Co. Nevada 8082 31-1078128
Complete Plumbing Services, Inc. New York 7699 31-1541716
Consolidated HVAC, Inc. Ohio 7623 31-1329854
Jet Resource, Inc. Delaware 7699 31-1331308
Nurotoco of Massachusetts, Inc. Massachusetts 7699 31-1102223
Nurotoco of New Jersey, Inc. Delaware 7699 31-1226376
R.R. UK, Inc. Delaware 7699 31-1269173
Roto-Rooter Corporation Iowa 7699 42-0499295
Roto-Rooter Development Company Delaware 7699 31-1258229
Roto-Rooter Management Company Delaware 7699 31-1119469
Roto-Rooter Services Company Iowa 7699 42-0499300
RR Plumbing Services Corporation New York 7699 31-1143999
Service America Network, Inc. Florida 7623 56-1486390
Hospice Care Incorporated Delaware 8082 65-0153175
Hospice, Inc. Delaware 8082 65-0160635
Vitas Healthcare Corporation Delaware 8082 59-2318357
Vitas Healthcare Corporation of Delaware 8082 33-0644510
California
Vitas Healthcare Corporation of Delaware 8082 65-0668678
Central Florida
Vitas Healthcare Corporation of Florida 8082 65-0160635
Florida
Vitas Healthcare Corporation of Delaware 8082 65-1094333
Illinois
Vitas Healthcare Corporation of Ohio Delaware 8082 65-0392352
Vitas Healthcare Corporation of Delaware 8082 65-0458856
Pennsylvania
Vitas Healthcare Corporation of Delaware 8082 65-1094336
Wisconsin
Vitas HME Solutions, Inc. Delaware 8082 65-0989593
Vitas Holdings Corporation Delaware 8082 65-0866301
Vitas Hospice Services, L.L.C. Delaware 8082 65-1094331
Vitas Healthcare of Texas, L.P. Texas 8082 65-0866305
The address, including zip code, and telephone number, including area code,
of the registrant guarantors listed above are the same as those of Chemed
Corporation.
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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
Treasury Department
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of San Francisco
San Francisco, California 94120
(b) Whether it is authorized to exercise corporate trust
powers.
The trustee is authorized to exercise corporate trust
powers.
Item 2. Affiliations with Obligor. If the obligor is an affiliate of the
trustee, describe each such affiliation.
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor
is not in default as provided under Item 13.
Item 15. Foreign Trustee.Not applicable.
Item 16. List of Exhibits.List below all exhibits filed as a part of this
Statement of Eligibility.
Exhibit 1. A copy of the Articles of Association of the trustee
now in effect.*
Exhibit 2. A copy of the Comptroller of the Currency Certificate
of Corporate Existence and Fiduciary Powers for Wells
Fargo Bank, National Association, dated February 4, 2004.**
Exhibit 3. See Exhibit 2
Exhibit 4. Copy of By-laws of the trustee as now in effect.***
Exhibit 5. Not applicable.
Exhibit 6. The consent of the trustee required by Section 321(b)
of the Act.
Exhibit 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.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
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* Incorporated by reference to the exhibit of the same number to the trustee's
Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux
Corporation file number 022-28721.
** Incorporated by reference to the exhibit of the same number to the
trustee's Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of
Trans-Lux Corporation file number 022-28721.
*** Incorporated by reference to the exhibit of the same number to the
trustee's Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of
Trans-Lux Corporation file number 022-28721.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended,
the trustee, Wells Fargo 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 to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of
Minneapolis and State of Minnesota on the 20th day of May 2004.
WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ Jeffrey T. Rose
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Jeffery T. Rose
Corporate Trust Officer
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EXHIBIT 6
TO FORM T-1
May 20, 2004
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as
amended, the undersigned hereby consents that reports of examination of the
undersigned made by Federal, State, Territorial, or District authorities
authorized to make such examination may be furnished by such authorities to
the Securities and Exchange Commission upon its request therefor.
Very truly yours,
WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ Jeffrey T. Rose
---------------------------------
Jeffery T. Rose
Corporate Trust Officer
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Consolidated Report of Condition of
Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business March 31, 2004, filed in accordance with
12 U.S.C. Section 161 for National Banks.
Dollar Amounts
In Millions
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ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin $ 13,890
Interest-bearing balances 6,251
Securities:
Held-to-maturity securities 0
Available-for-sale securities 27,661
Federal funds sold and securities purchased under agreements to resell:
Federal Funds sold in domestic offices 1,436
Securities purchased under agreements to resell 170
Loans and lease financing receivables:
Loans and leases held for sale 29,359
Loans and leases, net of unearned income 233,785
LESS: Allowance for loan and lease losses 2,629
Loans and leases, net of unearned income and allowance 231,156
Trading Assets 8,314
Premises and fixed assets (including capitalized leases) 2,787
Other real estate owned 180
Investments in unconsolidated subsidiaries and associated companies 284
Customers' liability to this bank on acceptances outstanding 69
Intangible assets
Goodwill 7,915
Other intangible assets 6,871
Other assets 11,217
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Total assets $347,560
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LIABILITIES
Deposits:
In domestic offices $240,660
Noninterest-bearing 78,496
Interest-bearing 162,164
In foreign offices, Edge and Agreement subsidiaries, and IBFs 15,087
Noninterest-bearing 3
Interest-bearing 15,084
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices 18,617
Securities sold under agreements to repurchase 3,028
Trading liabilities 4,973
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases) 18,180
Bank's liability on acceptances executed and outstanding 69
Subordinated notes and debentures 4,824
Other liabilities 9,494
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Total liabilities $314,932
Minority interest in consolidated subsidiaries 70
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Dollar Amounts
In Millions
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EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock 520
Surplus (exclude all surplus related to preferred stock) 23,424
Retained earnings 7,812
Accumulated other comprehensive income 802
Other equity capital components 0
Total equity capital 32,558
Total liabilities, minority interest, and equity capital $347,560
I, James E. Hanson, Vice President 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.
James E. Hanson
Vice President
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.
Howard Atkins
Dave Hoyt Directors
John Stumpf
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