EXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)___
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REGIONS BANK
(Exact name of trustee as specified in its charter)
Alabama State Banking Corporation 63-0371391
(I.R.S. employer
identification number)
417 North 20th Street 35202
Birmingham, Alabama (Zip Code)
(Address of principal executive offices)
Robert B. Rinehart
Regions Bank
60 Commerce Street
Montgomery, Alabama 36104
(334) 230-6120
(Name, address and telephone number of agent for service)
NDCHEALTH CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 58-0977458
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
SUBSIDIARY GUARANTORS
LISTED ON SCHEDULE A HERETO
(Exact name of obligors as specified in their charters)
NDC Plaza 30329-2010
Atlanta, Georgia (Zip code)
(Address of principal executive offices)
10 1/2% Senior Subordinated Notes Due 2012
(Title of Indenture Securities)
EXHIBIT 25.1
Schedule A
State or Other Jurisdication I.R.S. Employer
Subsidiary Guarantors of Incorporation Identification No.
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NDC Health Information Services (Arizona) Inc. Delaware 94-3018063
The Computer Place, Inc. Arizona 86-0449752
NDCHealth Intellectual Property Corp. Delaware 46-0495070
HISIP Corp. Delaware 98-0281426
NDCIP, Inc. Delaware 98-0385353
NDCHealth Licensing, Inc. Delaware 98-0385367
NDC Acquisition Corp. Delaware 56-2306665
NDC of Canada, Inc. Delaware 01-0721703
TechRx Incorporated Pennsylvania 25-1685941
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.
Federal Reserve Bank of Atlanta, Atlanta, Georgia Alabama
State Banking Department, Montgomery Alabama
(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.
None.
Item 16. List of exhibits.
The additional exhibits listed below are filed herewith:
(Exhibits, if any, identified in parentheses are on file 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 Commissions Rules of Practice.)
1a. Restated Articles of Incorporation of the Trustee.
(Exhibit 1 to Form T-1, Registration No. 22-21909).
1b. Articles of Amendment to Restated Articles of
Incorporation of the Trustee. (Exhibit 1b to Form
T-1, filed in connection with the Current Report on
Form 8-K of BellSouth Telecommunications, Inc. dated
October 9, 1997).
2. Not Applicable.
3. Authorization of the Trustee to exercise corporate
trust powers (Exhibit 3 to Form T-1, Registration No.
22-21909).
4. Bylaws of the Trustee. (Exhibit 4 to Form T-1,
Registration No. 33-60351).
5. Not applicable.
6. Consent of the Trustee required by Section 321(b) of
the Trust Indenture Act of 1939, as amended.
7. 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 September 30, 2002.
8. Not applicable.
9. Not applicable.
2
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Regions Bank, a state banking corporation organized and
existing under the laws of the State of Alabama, has duly caused this statement
of eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Montgomery and State of Alabama, on the 20th day
of March, 2003.
REGIONS BANK
By: /s/Robert B. Rinehart
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Robert B. Rinehart
Senior Vice President and
Corporate Trust Manager
EXHIBIT 6 TO FORM T-1
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, as amended, in connection with the proposed issue of senior
subordinated notes by NDCHealth Corporation, we hereby consent that reports of
examination by Federal, State, Territorial or district authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefore.
REGIONS BANK
By: /s/Robert B. Rinehart
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Robert B. Rinehart
Senior Vice President and
Corporate Trust Manager
Dated: March 20, 2003
EXHIBIT 7 TO FORM T-1
CONSOLIDATED REPORT OF CONDITION
OF
Regions Bank
of 417 North 20th Street, Birmingham, Alambama 35202
and Subsidiaries,
a member of the Federal Reserve System,
at the close of business September 30, 2002,
in accordance with a call made by the Federal Reserve
Bank of this District pursuant to the provisions of
the Federal Reserve Act
DOLLAR AMOUNTS
ASSETS IN THOUSANDS
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Cash and balance due from depository institutions:
Noninterest-bearing balances and currency and coin $1,168,540
Interest-bearing balances 8,996
Securities:
Held to maturity securities 7,230
Available for sale securities 8,651,549
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 IBF's:
Federal funds sold and securities purchased under
agreements to resell 20,536
Loans and lease financing receivables:
Loans and leases held for sale 515,029
Loans and leases, net of unearned income $32,065,482
Less: Allowance for loan and lease losses 435,798
Less: Allocated transfer risk reserve 0
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Loans and leases, net of unearned income, allowance, and
reserve 31,629,684
Trading assets 0
Premises and fixes assets (including capitalized leases) 591,605
Other real estate owned 59,103
Investments in unconsolidated subsidiaries and associated companies 127,723
Customers liability to this bank on acceptance outstanding 36,064
Intangible assets:
Goodwill 143,900
Other intangible assets 137,475
Other assets 1,047,248
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TOTAL ASSETS $44,144,682
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DOLLAR AMOUNTS
LIABILITIES IN THOUSANDS
- ----------- --------------
Deposits:
In domestic offices 28,864,007
Noninterest-bearing 2,788,819
Interest-bearing 26,075,188
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In foreign offices, Edge and Agreement subsidiaries, and IBFs 3,801,853
Noninterest-bearing 0
Interest-bearing 3,801,853
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Federal funds purchased and securities sold under
agreements to repurchase 1,724,523
Trading liabilities 0
Other borrowed money 5,241,668
Bank's liability on acceptances executed and outstanding 36,064
Subordinated notes and debentures 47,028
Other liabilities 609,274
TOTAL LIABILITIES 40,324,417
Minority interest in consolidated subsidiaries 156,824
EQUITY CAPITAL
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Perpetual Preferred Stock and Related Surplus 0
Common Stock 103
Surplus 1,052,167
Retained earnings 2,241,834
Accumulated other comprehensive income 169,338
Other equity capital components 0
TOTAL EQUITY CAPITAL 3,663,441
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TOTAL LIABILITIES, MINORITY INTEREST AND
EQUITY CAPITAL 44,144,682
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