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Exhibit 25.1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM T-1
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STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
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CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2) / /
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SUNTRUST BANK
(Exact name of trustee as specified in its charter)
GEORGIA 58-0466330
(State of incorporation or organization (I.R.S. employer
if not a U.S. national bank) identification no.)
303 PEACHTREE STREET 30303
SUITE 300 (Zip Code)
ATLANTA, GEORGIA
(Address of principal executive offices)
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BARTON DONALDSON
SUNTRUST BANK
25 PARK PLACE, N.E.
24TH FLOOR
ATLANTA, GEORGIA 30303-2900
404-588-7266
(Name, address and telephone number of agent for service)
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GTECH HOLDINGS CORPORATION
DELAWARE 05-0451021
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
55 TECHNOLOGY WAY 02817
WEST GREENWICH, RHODE ISLAND (Zip Code)
(Address of principal executive offices)
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GTECH CORPORATION
DELAWARE 05-0389840
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
55 TECHNOLOGY WAY 02817
WEST GREENWICH, RHODE ISLAND (Zip Code)
(Address of principal executive offices)
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GTECH RHODE ISLAND CORPORATION
RHODE ISLAND 06-1493040
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
55 TECHNOLOGY WAY 02817
WEST GREENWICH, RHODE ISLAND (Zip Code)
(Address of principal executive offices)
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GTECH LATIN AMERICA CORPORATION
DELAWARE 05-0449895
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
55 TECHNOLOGY WAY 02817
WEST GREENWICH, RHODE ISLAND (Zip Code)
(Address of principal executive offices)
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4.50% SENIOR NOTES DUE 2009
5.25% SENIOR NOTES DUE 2014
(Title of the indenture securities)
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1. GENERAL INFORMATION.
Furnish the following information as to the trustee -
Name and address of each examining or supervising authority to
which it is subject.
DEPARTMENT OF BANKING AND FINANCE
STATE OF GEORGIA
2990 BRANDYWINE ROAD, SUITE 200
ATLANTA, GEORGIA 30341-5565
FEDERAL RESERVE BANK OF ATLANTA
1000 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30309-4470
FEDERAL DEPOSIT INSURANCE CORPORATION
550 SEVENTEENTH STREET, N.W.
WASHINGTON, D.C. 20429-9990
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.
3-12 NO RESPONSES ARE INCLUDED FOR ITEMS 3 THROUGH 12. RESPONSES TO THOSE
ITEMS ARE NOT REQUIRED BECAUSE, AS PROVIDED IN GENERAL INSTRUCTION B
AND AS SET FORTH IN ITEM 13(B), THE OBLIGOR IS NOT IN DEFAULT ON ANY
SECURITIES ISSUED UNDER INDENTURES UNDER WHICH SUNTRUST BANK IS A
TRUSTEE.
13. DEFAULTS BY THE OBLIGOR.
(a) State whether there is or has been a default with respect to
the securities under this indenture. Explain the nature of any
such default.
THERE IS NOT AND HAS NOT BEEN ANY DEFAULT UNDER THIS INDENTURE.
(b) 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, or is trustee for more than one outstanding
series of securities under the indenture, state whether there
has been a default under any such indenture or series,
identify the indenture or series affected, and explain the
nature of any such default.
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THERE HAS NOT BEEN ANY SUCH DEFAULT.
14-15 NO RESPONSES ARE INCLUDED FOR ITEMS 14 AND 15. RESPONSES TO THOSE ITEMS
ARE NOT REQUIRED BECAUSE, AS PROVIDED IN GENERAL INSTRUCTION B AND AS
SET FORTH IN ITEM 13(B), THE OBLIGOR IS NOT IN DEFAULT ON ANY
SECURITIES ISSUED UNDER INDENTURES UNDER WHICH SUNTRUST BANK IS A
TRUSTEE.
16. LIST OF EXHIBITS.
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List below all exhibits filed as a part of this statement of
eligibility; exhibits identified in parentheses are filed with the
Commission and are incorporated herein by reference as exhibits hereto
pursuant to Rule 7a-29 under the Trust Indenture Act of 1939, as
amended, and Rule 24 of the Commission's Rules of Practice.
(1) A copy of the Articles of Amendment and Restated Articles of
Incorporation of the trustee as now in effect. (Exhibit 1 to
Form T-1, Registration Statement No. 333-104621 filed by
AMVESCAP PLC).
(2) A copy of the certificate of authority of the trustee to
commence business. (Exhibits 2 and 3 to Form T-1, filed with
Registration Statement No. 333-32106 filed by Sabre Holdings
Corporation).
(3) A copy of the authorization of the trustee to exercise
corporate trust powers. (Exhibits 2 and 3 to Form T-1, filed
with Registration Statement No. 333-32106 filed by Sabre
Holdings Corporation).
(4) A copy of the existing by-laws of the trustee. (Exhibit 4 to
Form T-1, filed with Registration Statement No. 333-104621
filed by AMVESCAP PLC).
(5) Not applicable.
(6) The consent of the trustee required by Section 321(b) of the
Trust Indenture Act of 1939.
(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 as of the close of business
on June 30, 2004.
(8) Not applicable.
(9) Not applicable.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, SunTrust Bank, a banking corporation organized and existing under the
laws of the State of Georgia, 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 Atlanta and the State of Georgia, on the 12th day
of January, 2005.
SUNTRUST BANK
By: /s/ B. A. Donaldson
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B. A. Donaldson
Vice President
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EXHIBIT 1 TO FORM T-1
ARTICLES OF INCORPORATION
OF
SUNTRUST BANK
(Incorporated by reference to Exhibit 1 to Form T-1,
Registration Statement No. 333-104621 filed by AMVESCAP PLC).
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EXHIBIT 2 TO FORM T-1
CERTIFICATE OF AUTHORITY
OF
SUNTRUST BANK TO COMMENCE BUSINESS
(Incorporated by reference to Exhibit 2 to Form T-1,
Registration Statement No. 333-32106 filed by Sabre Holdings Corporation).
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EXHIBIT 3 TO FORM T-1
AUTHORIZATION
OF
SUNTRUST BANK TO EXERCISE
CORPORATE TRUST POWERS
(Incorporated by reference to Exhibits 2 and 3 to Form T-1,
Registration Statement No. 333-32106 filed by Sabre Holdings Corporation).
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EXHIBIT 4 TO FORM T-1
BY-LAWS
OF
SUNTRUST BANK
(Incorporated by reference to Exhibit 4 to Form T-1,
Registration Statement No. 333-104621 filed by AMVESCAP PLC).
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EXHIBIT 5 TO FORM T-1
(INTENTIONALLY OMITTED. NOT APPLICABLE.)
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EXHIBIT 6 TO FORM T-1
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939 in connection with the proposed issuance of the 4.50% Senior Notes
due 2009 and 5.25% Senior Notes due 2014 of GTECH Holdings Corporation, GTECH
Corporation, GTECH Rhode Island Corporation and GTECH Latin America Corporation,
SunTrust Bank 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.
SUNTRUST BANK
By: /s/ B. A. Donaldson
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B. A. Donaldson
Vice President
Dated: January 12, 2005
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EXHIBIT 7 TO FORM T-1
REPORT OF CONDITION
(ATTACHED)
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SUNTRUST BANK FFIEC 031
ATLANTA CONSOLIDATED REPORT OF CONDITION
CERTIFICATE NUMBER: 00867 FOR SEPTEMBER 30, 2004
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED
SAVINGS BANKS FOR SEPTEMBER 30, 2004
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.
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SCHEDULE RC--BALANCE SHEET C400
DOLLAR AMOUNTS IN THOUSANDS
ASSETS
1 Cash and balances due from depository institutions (from Schedule RC-A): RCFD
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a. Non-interest bearing balances and currency and coin (1) 0081 3,647,232 1.a
b. Interest-bearing balances (2) 0071 23,191 1.b
2 Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D) 1773 22,069,096 2.b
3 Federal funds sold and securities purchased under agreements to resell: RCON
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a. Federal funds sold in domestic offices B987 397,175 3.a
RCFD
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b. Securities purchased under agreements to resell (3) B989 3,728,753 3.b
4 Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale 5369 4,602,916 4.a
b. Loans and leases, net of unearned income B528 84,567,508 4.b
c. LESS: Allowance for loan and lease losses 3123 887,706 4.c
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) B529 83,679,802 4.d
5 Trading assets (from Schedule RC-D) 3545 1,203,501 5
6 Premises and fixed assets (including capitalized leases) 2145 1,385,939 6
7 Other real estate owned (from Schedule RC-M) 2150 15,593 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 12,465 9
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10 Intangible assets: 10
a. Goodwill 3163 886,405 10.a
b. Other intangible assets from Schedule RC-M 426 617,641 10.b
11. Other assets (from Schedule RC-F) 2160 4,019,085 11
12. Total assets (sum of items 1 through 11) 2170 126,288,794 12
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(1) Includes cash items in process of collection and unposted debits.
(2) Include time certificates of deposit not held for trading.
(3) Includes all securities resale agreements in domestic and foreign offices,
regardless of maturity.
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SUNTRUST BANK FFIEC 031
CERTIFICATE NUMBER: 00867
SCHEDULE RC--CONTINUED
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DOLLAR AMOUNTS IN THOUSANDS
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LIABILITIES
13. Deposits: RCON
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a. In domestic offices (sum of totals of columns A and C from
Schedule RC-E, part I): 2200 78,538,237 13.a
(a) Noninterest-bearing (1) 6631 11,287,963 13.a.1
(b) Interest-bearing 6636 67,250,274 13.a.2
b. In foreign offices, Edge and Agreement
subsidiaries, and IBFs RCFN
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(from Schedule RC-E, part II) 2200 6,926,225 13.b
(a) Noninterest-bearing 6631 0 13.b.1
(b) Interest-bearing 6636 6,926,225 13.b.2
14. Federal funds purchased and securities sold under agreements to repurchase: RCON
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a. Federal funds purchased in domestic offices (2) B993 3,283,337 14.a
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RCFD
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b. Securities sold under agreements to repurchase (3) B995 8,189,814 14.b
15. Trading liabilities (from Schedule RC-D) 3548 806,764 15
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized
leases) (from Schedule RC-M) 3190 13,070,602 16
17. Not applicable
18. Bank's liability on acceptances executed and outstanding 2920 12,465 18
19. Subordinated notes and debentures (4) 3200 2,149,421 19
20. Other liabilities (from Schedule RC-G) 2930 2,608,898 20
21. Total liabilities (sum of items 13 through 20) 2948 115,585,763 21
22. Minority interest in consolidated subsidiaries 3000 967,600 22
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EQUITY CAPITAL
23. Perpetual preferred stock and related surplus 3838 0 23
24. Common stock 3230 21,600 24
25. Surplus (exclude all surplus related to preferred stock) 3839 3,245,229 25
26. a. Retained earnings 3632 5,755,540 26.a
b. Accumulated other comprehensive income (5) B530 713,062 26.b
27. Other equity capital components (6) A130 0 27
28. Total equity capital (sum of items 23 through 27) 3210 9,735,431 28
29. Total liabilities, minority interest, and equity capital (sum of items 21, 22 and 28) 3300 126,288,794 29
MEMORANDUM TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION.
1. Indicate in the box at the right the number of the statement below that best describes
the most comprehensive level of auditing work performed for the bank by independent RCFD Number
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external auditors as of any date during 2003 6724 N/A M.1
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1= Independent audit of the bank conducted in 4= Directors' examination of the bank conducted in
accordance with generally accepted auditing accordance with generally accepted auditing
standards by a certified public accounting firm standards by a certified public accounting firm
which submits a report on the bank (may be required by state chartering authority)
2= Independent audit of the bank's parent holding 5= Directors' examination of the bank performed by
company conducted in accordance with generally other external auditors (may be required by state
accepted auditing standards by a certified public chartering authority)
accounting firm which submits a report on the
consolidated holding company (but not on the bank 6= Review of the bank's financial statements by
separately) external auditors
3= Attestation on bank management's assertion on the 7= Compilation of the bank's financial statements by
effectiveness of the bank's internal control over external auditors
financial reporting by a certified public
accounting firm 8= Other audit procedures (excluding tax preparation
work)
9= No external audit work
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(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 in domestic and foreign
offices, 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, cumulative
foreign currency translation adjustments, and minimum pension liability
adjustments.
(6) Includes treasury stock and unearned Employee Stock Ownership Plan Shares.
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EXHIBIT 8 TO FORM T-1
(INTENTIONALLY OMITTED. NOT APPLICABLE.)
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EXHIBIT 9 TO FORM T-1
(INTENTIONALLY OMITTED. NOT APPLICABLE.)