EXHIBIT (25)
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)
THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK
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(Exact name of trustee as specified in its charter)
New York 13-5691211
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(Jurisdiction of incorporation or organization (I.R.S. employer
if not a U.S. national bank) Identification number)
One Liberty Plaza
New York, N.Y. 10006
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(Address of principal (Zip code)
executive office)
N/A
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Name, address and telephone number of agent for service
HEALTHSOUTH CORPORATION
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(Exact name of obligor as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation or organization)
630860407
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(I.R.S. employer identification no.)
One HealthSouth Parkway
Birmingham, Alabama 35243
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(Address of principal executive offices) (Postal Code)
7 5/8% SENIOR NOTES due 2012
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(Title of the indenture securities)
Item 1. General Information
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Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority
to which it is subject.
Board of Governors of the Federal Reserve System
Washington, D.C.
State of New York Banking Department
State House, Albany, N.Y.
(b) Whether it is authorized to exercise corporate trust powers.
The Trustee is authorized to exercise corporate trust powers.
Item 2. Affiliation with the Obligor.
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If the obligor is an affiliate of the trustee, describe each such
affiliation.
The obligor is not an affiliate of the Trustee.
Item 3. Not applicable.
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Item 4. Trusteeships under other indentures.
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If the trustee is a trustee under another indenture under which any other
securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, furnish the following information:
(a) Title of securities outstanding under each such other indenture.
HEALTHSOUTH Corporation
3.25% Convertible Subordinated Debentures due 2003
(b) A brief statement of the facts relied upon as a basis for the
claim that no conflicting interest within the meaning of Section
310(b)(1) of the Act arises as a result of the trusteeship under
any such other indenture, including a statement as to how the
indenture securities will rank as compared with the securities
issued under such other indentures.
The trustee does not believe there is a default under the
outstanding indenture securities. The ranking of the
securities to be issued under this indenture will rank senior
to the securities issued and outstanding under such other
indenture.
Item 5 through Item 15. Not applicable.
Item 16. List of Exhibits.
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List below all exhibits filed as part of this statement of eligibility.
Exhibit 1 - Copy of the Organization Certificate of the Trustee as now in
effect. (Exhibit 1 to T-1 to Registration Statement No. 333-6688).
Exhibit 2 - Copy of the Certificate of Authority of the Trustee to commence
business. (Exhibit 2 to T-1 to Registration Statement
No. 333-6688).
Exhibit 3 - None; authorization to exercise corporate trust powers is
contained in the documents identified above as Exhibit 1 and 2.
Exhibit 4 - Copy of the existing By-Laws of the Trustee. (Exhibit 4 to T-1 to
Registration Statement No. 333-6688).
Exhibit 5 - No Indenture referred to in Item 4.
Exhibit 6 - The consent of the Trustee required by Section 321 (b) of the
Trust Indenture Act of 1939.(Exhibit 6 to T-1 to Registration
Statement No. 333-27685).
Exhibit 7 - Copy of the latest Report of Condition of the Trustee as of
March 31, 2002
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, The Bank of Nova Scotia Trust Company of New York, a corporation
organized and existing under the laws of the State of New York, has duly caused
this statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of New York, and State of New York,
on the 21st day of June, 2002.
THE BANK OF NOVA SCOTIA TRUST
COMPANY OF NEW YORK
By: /S/ John F. Neylan
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John F. Neylan
Trust Officer
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The Bank of Nova Scotia Trust Company of New York
Legal Title of Bank
New York
City
New York 10006
State Zip Code
FDIC Certificate Number
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 2002
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 RE-BALANCE SHEET
Dollar Amounts in Thousands RCON BIL MIL THOU
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ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin(1)......................................0081 660 1.a.
b. Interest-bearing balances(2)...............................................................0071 1 770 1.b.
2. Securities
a. Held-to maturity securities (from Schedule RC-B, column A).................................1754 1 217 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D)...............................1773 0 2.b.
3. Federal funds sold and securities purchased under agreements to resell:
a. FEDERAL FUNDS SOLD.........................................................................B987 0 3.a.
b. SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL(3).........................................B909 13 000 3.b.
4. Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale.............................................................5369 0 4.a.
b. Loans and leases, net of unearned income........................................B528 4.b.
c. LESS: Allowance for loan and lease losses.......................................3123 4.c.
d. Loans and leases, net of unearned income and allowance (item 4.b. minus 4.c)...............6529 0 4.d.
5. Trading assets (from Schedule RC-D)...........................................................3545 0 5.
6. Premises and fixed assets (including capitalized leases)......................................2145 0 6.
7. Other real estate owned (from Schedule RC-M)..................................................2154 0 7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)......2130 0 8.
9. Customers' liability to this bank on acceptances outstanding..................................2155 0 9.
10. Intangible assets:
a. Goodwill...................................................................................3163 0 10.a.
b. Other intangible assets (from Schedule RC-M)...............................................0426 0 10.b.
11. Other assets (from Schedule RC-F).............................................................2160 143 11.
12. Total assets (sum of items 1 through 11)......................................................2170 16 790 12.
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates not held for trading.
(3) INCLUDES ALL SECURITIES RESALE AGREEMENTS, REGARDLESS OF MATURITY.
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SCHEDULE RE-CONTINUED
Dollar Amounts in Thousands RCON BIL MIL THOU
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LIABILITES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E)..................2200 3 392 13.a.
(1) Noninterest-bearing(1)............................................6631 3361 13.a.(1)
(2) Interest bearing..................................................5636 31 13.1.(2)
b. Not applicable
14. Federal funds purchased and securities sold under agreements to repurchase.
a. FEDERAL FUNDS PURHCASED(2).................................................................B993 0 14.a.
b. SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE(3)..........................................B995 0 14.b.
15. Trading liabilities (from Schedule RC-D)......................................................3548 0 15.
16. Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases) (from Schedule RC-M)......................................................3190 0 16.
17. Not applicable
18. Bank's liability on acceptances executed and outstanding......................................2920 0 18.
19. Subordinated notes and debentures(4)..........................................................3200 0 19.
20. Other liabilities (from Schedule RC-G)........................................................2930 228 20.
21. Total liabilities (sum of items 13 through 20)................................................2948 3 620 21.
22. Minority interest in consolidated subsidiaires................................................3000 0 22.
EQUITY CAPITAL
23. Perpctual preferred stock and related surplus.................................................3838 0 23.
24. Common stock..................................................................................3230 1 000 24.
25. Surplus (exclude all surplus related to preferred stock)......................................3839 10 030 25.
26. a. Retained earnings..........................................................................3632 2 140 26.a.
b. Accumulated other comprehensive income(5)..................................................B530 0 26.b.
27. Other equity capital components(6)............................................................A130 0 27.
28. Total equity capital (sum of items 23 through 27).............................................3210 13 170 28.
29. Total liabilities, minority interest and equity (sum of items 21, 22 and 28...................3300 16 790 29.
Memorandum
TO BE REPORTED WITH THE MARCH REPORT ON CONDITION.
1. Indicate in the box at the right the number of the statement below that best describes the RCON NUMBER
most comprehensive level of auditing work performed for the bank by independent external
auditors as of any date during 2001...............................................................6724 1 M.1.
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 - Attestation on the bank management's assertion on the effectiveness of the
bank's internal control over financial reporting by a certified public
accounting firm.
4 - 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).
5 - Directors' examination of the bank performed by other external auditors (may
be required by state chartering authority).
6 - Review of the bank's financial statements by external auditors.
7 - Compilation of the bank's financial statements by external auditors.
8 - Other audit procedures (excluding tax preparation work).
9 - No external audit work.
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) REPORT OVERNIGHT FEDERAL HOME LOAN BANK ADVANCES IN SCHEDULE RC, ITEM 16,
"OTHER BORROWED MONEY."
(3) INCLUDES ALL SECURITIES REPURCHASE AGREEMENTS, REGARDLESS OF MATURITY.
(4) Includes limited life preferred stock and related surplus.
(5) Includes net unrealized holding gains (losses) on available-for-sale
securities accumulated net gains (losses) on cash flow hedges, and minimum
pension liability adjustments.
(6) Includes treasury stock and unearned Employee Stock Ownership Plan shares.
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