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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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IBJ SCHRODER BANK & TRUST COMPANY
(Exact name of trustee as specified in its charter)
New York 13-5375195
(Jurisdiction of incorporation (I.R.S. employer
or organization if not a U.S. national bank) identification No.)
One State Street, New York, New York 10004
(Address of principal executive offices) (Zip code)
STEPHEN J. GIURLANDO
IBJ SCHRODER BANK & TRUST COMPANY
One State Street
New York, New York 10004
(212) 858-2000
(Name, address and telephone number of agent for service)
INTEGRATED PHYSICIAN SYSTEMS, INC.
(Exact name of obligor as specified in its charter)
Delaware 22-2820597
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
2644 Bristol Road
Warrington, Pennsylvania 18976
(Address of principal executive offices) (Zip code)
Convertible Subordinated Debentures due 2004
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(Title of indenture securities)
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.
New York State Banking Department, Two Rector Street,
New York, New York
Federal Deposit Insurance Corporation, Washington, D.C.
Federal Reserve Bank of New York Second District,
33 Liberty Street, New York, New York
(b) Whether it is authorized to exercise corporate
trust powers.
Yes
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each
such affiliation.
The obligor is not an affiliate of the trustee.
Item 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.
None
2
(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 obligors 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.
None
Item 16. List of exhibits.
List below all exhibits filed as part of this statement of
eligibility.
*1. A copy of the Charter of IBJ Schroder Bank & Trust Company as
amended to date. (See Exhibit 1A to Form T-1, Securities and
Exchange Commission File No. 22-18460).
*2. A copy of the Certificate of Authority of the trustee to
Commence Business (Included in Exhibit 1 above).
*3. A copy of the Authorization of the trustee to exercise corporate
trust powers, as amended to date (See Exhibit 4 to Form T-1,
Securities and Exchange Commission File No. 22-19146).
*4. A copy of the existing By-Laws of the trustee, as amended to date
(See Exhibit 4 to Form T-1, Securities and Exchange Commission
File No. 22-19146).
5. Not Applicable
6. The consent of United States institutional trustee required by
Section 321(b) of the Act.
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.
* The Exhibits thus designated are incorporated herein by reference as
exhibits hereto. Following the description of such Exhibits is a reference
to the copy of the Exhibit heretofore filed with the Securities and
Exchange Commission, to which there have been no amendments or changes.
3
NOTE
In answering any item in this Statement of Eligibility which relates to
matters peculiarly within the knowledge of the obligor and its directors or
officers, the trustee has relied upon information furnished to it by the
obligor.
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
trustee of all facts on which to base responsive answers to Item 2, the
answer to said Item is based on incomplete information.
Item 2, may, however, be considered as correct unless amended by an
amendment to this Form T-1.
Pursuant to General Instruction B, the trustee has responded to Items 1, 2
and 16 of this form since to the best knowledge of the trustee as indicated
in Item 13, the obligor is not in default under any indenture under which
the applicant is trustee.
4
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, IBJ Schroder Bank & Trust Company, a corporation organized and existing
under the laws of the State of New York, has duly caused this statement of
eligibility & qualification 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 23rd day of October, 1997.
IBJ SCHRODER BANK & TRUST COMPANY
By: /s/ Stephen J. Giurlando
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Stephen J. Giurlando
Assistant Vice President
EXHIBIT 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, as amended, in connection with the issuance by INTEGRATED PHYSICIAN
SYSTEMS, INC. of its Convertible Subordinated Debentures due 2004, we hereby
consent 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.
IBJ SCHRODER BANK & TRUST COMPANY
By: /s/ Stephen J. Giurlando
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Stephen J. Giurlando
Assistant Vice President
Dated: October 23, 1997
EXHIBIT 7
CONSOLIDATED REPORT OF CONDITION OF
IBJ SCHRODER BANK & TRUST COMPANY
OF NEW YORK, NEW YORK
AND FOREIGN AND DOMESTIC SUBSIDIARIES
REPORT AS OF JUNE 30, 1997
DOLLAR AMOUNTS
IN THOUSANDS
ASSETS
Cash and balance due from depository institutions:
Noninterest-bearing balances and currency and coin .....................................$ 41,319
Interest-bearing balances.................................................................$ 314,579
Securities: Held-to-maturity securities....................................................$ 180,111
Available-for-sale securities..................................................$ 47,600
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:
Federal Funds sold and Securities purchased under agreements to resell....................$ 694,859
Loans and lease financing receivables:
Loans and leases, net of unearned income....................................$ 1,955,686
LESS: Allowance for loan and lease losses...................................$ 62,876
LESS: Allocated transfer risk reserve.......................................$ -0-
Loans and leases, net of unearned income, allowance, and reserve..........................$ 1,892,810
Trading assets held in trading accounts.......................................................$ 603
Premises and fixed assets (including capitalized leases)......................................$ 3,709
Other real estate owned.......................................................................$ 202
Investments in unconsolidated subsidiaries and associated companies...........................$ -0-
Customers' liability to this bank on acceptances outstanding..................................$ 81
Intangible assets.............................................................................$ -0-
Other assets..................................................................................$ 67,092
TOTAL ASSETS..................................................................................$ 3,242,965
LIABILITIES
Deposits:
In domestic offices.......................................................................$ 1,694,675
Noninterest-bearing ....................................................$ 263,641
Interest-bearing .......................................................$ 1,431,034
In foreign offices, Edge and Agreement subsidiaries, and IBFs.............................$ 1,121,075
Noninterest-bearing ....................................................$ 17,535
Interest-bearing .......................................................$ 1,103,540
Federal funds purchased and securities sold under agreements to repurchase in
domestic offices of the bank and of its Edge and Agreement subsidiaries, and in
IBFs:
Federal Funds purchased and Securities sold under agreements to repurchase................$ 25,000
Demand notes issued to the U.S. Treasury......................................................$ 60,000
Trading Liabilities...........................................................................$ 140
Other borrowed money:
a) With a remaining maturity of one year or less..........................................$ 38,369
b) With a remaining maturity of more than one year........................................$ 1,763
c) With a remaining maturity of more than three years.....................................$ 2,242
Bank's liability on acceptances executed and outstanding......................................$ 81
Subordinated notes and
debentures....................................................................................$ -0-
Other liabilities.............................................................................$ 69,908
TOTAL LIABILITIES.............................................................................$ 3,013,253
Limited-life preferred stock and related surplus..............................................$ -0-
EQUITY CAPITAL
Perpetual preferred stock and related surplus.................................................$ -0-
Common stock..................................................................................$ 29,649
Surplus (exclude all surplus related to preferred stock)......................................$ 217,008
Undivided profits and capital reserves........................................................$ (17,000)
Net unrealized gains (losses) on available-for-sale securities................................$ 55
Cumulative foreign currency translation adjustments...........................................$ -0-
TOTAL EQUITY CAPITAL..........................................................................$ 229,712
TOTAL LIABILITIES AND EQUITY CAPITAL..........................................................$ 3,242,965