EX-25 6 a96409orexv25.txt EXHIBIT 25 EXHIBIT 25 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- 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 NEW YORK (Exact name of trustee as specified in its charter) NEW YORK 13-5160382 (State of incorporation (I.R.S, employer if not a national bank) identification no.) ONE WALL STREET, NEW YORK, N.Y. 10286 (Address of principal executive offices) (Zip Code) --------------- VALEANT PHARMACEUTICALS INTERNATIONAL DELAWARE 33-0628076 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3300 HYLAND AVENUE Costa Mesa, CA 92626 (Address of principal executive offices) (Zip Code) --------------- RIBAPHARM INC. DELAWARE 95-4805655 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 3300 HYLAND AVENUE COSTA MESA, CA 92626 (Address of principal executive offices) (Zip Code) 3.0% CONVERTIBLE SUBORDINATED NOTES DUE 2010 4.0% CONVERTIBLE SUBORDINATED NOTES DUE 2013 (Title of the indenture securities) -2- 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.
Name Address ---- ------- Superintendent of Banks of the 2 Rector Street, State of New York New York, N.Y. 10006, and Albany, N.Y. 12203 Federal Reserve Bank of New York 33 Liberty Plaza, New York, NY. 10045 Federal Deposit Insurance Corporation Washington, D.C. 20429 New York Clearing House Association New York, New York 10005
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS. Yes. 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION. None 16. LIST OF EXHIBITS. EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE 7a29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.229.10 (d). 1. A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1, filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.) 4. A copy of the existing By-Laws of the Trustee. (Exhibit 4 to Form T-1. filed with Registration Statement No. 33-31019). 6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.) 7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, The Bank 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 30th day of January, 2004. THE BANK OF NEW YORK By /s/ John Guiliano --------------------- John Guiliano Authorized Signer EXHIBIT 7 -------------------------------------------------------------------------------- Consolidated Report of Condition of THE BANK OF NEW YORK of One Wall Street, New York, N.Y. 10286 And Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business September 30, 2003, published 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 Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin .................................. $ 3,688,426 Interest-bearing balances ................... 4,380,259 Securities: Held-to-maturity securities ................. 270,396 Available-for-sale securities ............... 21,509,356 Federal funds sold in domestic offices ........ 1,269,945 Securities purchased under agreements to resell 5,320,737 Loans and lease financing receivables: Loans and leases held for sale ................ 629,178 Loans and-leases, net of unearned income ...................................... 38,241,326 LESS: Allowance for loan and lease losses ................................ 813,502 Loans and leases, net of unearned income and allowance ........................ 37,427,824 Trading Assets ................................ 6,323,529 Premises and fixed assets (including capitalized leases) ......................... 938,488 Other real estate owned ....................... 431 Investments in unconsolidated subsidiaries and associated companies .................... 256,230 Customers' liability to this bank on acceptances,outstanding ..................... 191,307 Intangible assets Goodwill .................................... 2,562,478 Other intangible assets ..................... 798,536 Other assets .................................. 6,636,012 ----------- Total assets .................................. $92,203,132 =========== LIABILITIES DEPOSITS: In domestic offices ........................ $35,637,801 Noninterest-bearing ........................ 15,795,823 Interest-bearing ........................... 19,841,978 In foreign offices, Edge and Agreement subsidiaries, and IBFs ................... 23,759,599 Noninterest-bearing ........................ 599,397 Interest-bearing ........................... 23,160,202 Federal funds purchased in domestic offices ... 464,907 Securities sold under agreements to repurchase .................................. 693,638 Trading liabilities ........................... 2,634,445 Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases) ....... 11,168,402 Bank's liability on acceptances executed and outstanding ................................. 193,690 Subordinated notes and debentures ............. 2,390,000 Other liabilities ............................. 6,573,955 ----------- Total liabilities ............................. $83,516,437 =========== Minority interest in consolidated subsidiaries 519,418 EQUITY CAPITAL Perpetual preferred stock and related surplus . 0 Common stock .................................. 1,135,284 Surplus ....................................... 2,057,234 Retained earnings ............................. 4,892,597 Accumulated other comprehensive income ........ 82,162 Other equity capital components ............... 0 Total equity capital .......................... 8,167,277 ----------- Total liabilities minority interest and equity capital ..................................... $92,203,132 ===========
I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief. Thomas J. Mastro, Senior Vice President and Comptroller We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We 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 and is true and correct. Thomas A. Renyi Gerald L. Hassell ] Directors Alan R. Griffith