EX-25.1 8 dex251.txt STATEMENT OF ELIGIBILITY QUALIFICATION FORM T-1 EXHIBIT 25.1 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) LASALLE BANK NATIONAL ASSOCIATION (EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER) 36-0884183 (I.R.S. EMPLOYER IDENTIFICATION NO.) 135 SOUTH LASALLE STREET, CHICAGO, ILLINOIS 60603 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) ---------------- WILLIE J. MILLER, JR. GROUP SENIOR VICE PRESIDENT CHIEF LEGAL OFFICER AND SECRETARY TELEPHONE: (312) 904-2018 135 SOUTH LASALLE STREET, SUITE 925 CHICAGO, ILLINOIS 60603 (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE) ---------------- AMGEN INC. (EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER) DELAWARE 95-3540776 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) ONE AMGEN CENTER DRIVE 91320-1789 THOUSAND OAKS, CALIFORNIA (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) ---------------- LIQUID YIELD OPTION NOTES (TITLE OF THE 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. 1. Comptroller of the Currency, Washington D.C. 2. Federal Deposit Insurance Corporation, Washington, D.C. 3. The Board of Governors of the Federal Reserve Systems, Washington, D.C. (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. NotApplicable -------- * Pursuant to General Instruction B, the trustee has responded only to items 1, 2 and 16 of this form since to the best knowledge of the trustee the obligor is not in default under any indenture under which the trustee is a trustee. ITEM 16. LIST OF EXHIBITS. List below all exhibits filed as part of this statement of eligibility and qualification. 1. A copy of the Articles of Association of LaSalle Bank National Association now in effect. (incorporated herein by reference to Exhibit 1 filed with Form T-1 filed with the Current Report on Form 8-K, dated June 29, 2000, in File No. 333-61691). 2. A copy of the certificate of authority to commence business (incorporated herein by reference to Exhibit 2 filed with Form T-1 filed with the Current Report on Form 8-K, dated June 29, 2000, in File No. 333-61691). 3. A copy of the authorization to exercise corporate trust powers (incorporated herein by reference to Exhibit 3 filed with Form T-1 filed with the Current Report on Form 8-K, dated June 29, 2000, in File No. 333-61691). 4. A copy of the existing By-Laws of LaSalle Bank National Association (incorporated herein by reference to Exhibit 4 filed with Form T-1 filed with the Current Report on Form 8-K, dated June 29, 2000, in File No. 333-61691). 5. Not applicable. 6. The consent of the trustee required by Section 321(b) of the Trust Indenture Act of 1939 (incorporated herein by reference to Exhibit 6 filed with Form T-1 filed with the Current Report on Form 8-K, dated June 29, 2000, in File No. 333-61691). 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. 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, LaSalle Bank National Association, a corporation organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Chicago, State of Illinois, on the 15th day of May, 2002. LASALLE BANK NATIONAL ASSOCIATION By: /s/ JOHN W. PORTER ----------------------------- JOHN W. PORTER VICE PRESIDENT 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 RC--BALANCE SHEET
Dollar Amounts in Thousands --------------------------------------------------------------------------------------------------------------- ASSETS 1. RCFD Cash and balances due from depository institutions (from Schedule RC-A): ---- a. Noninterest-bearing balances and currency and coin (1) 0081 1,333,143 1.a b. Interest-bearing balances (2) 0071 78,729 1.b 2. Securities: a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 395,373 2.a b. Available-for-sale securities (from Schedule RC-B, column D) 1773 18,927,357 2.b 3. Federal funds sold and securities purchased under agreements to resell a. Federal funds sold in domestic offices B987 180,465 3.a b. Securities purchased under agreements to resell (3) B989 84,754 3.b 4. Loans and lease financing receivables (from schedule RC-C) a. Loans and leases held for sale 5369 199,270 4.a b. Loans and leases, net of unearned income B528 31,674,538 c. LESS: Allowance for loan and lease losses 3123 446,500 4.c d. Loans and leases, net of unearned income, allowance, and reserve (item 4.a minus 4.b and 4.c) B529 31,228,038 4.d 5. Trading assets (from Schedule RC-D) 3545 482,147 5. 6. Premises and fixed assets (including capitalized leases) 2145 263,683 6. 7. Other real estate owned (from Schedule RC-M) 2150 14,407 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 10,088 9. 10. Intangible assets (from Schedule RC-M) a. Goodwill 3163 181,613 10.a b. Other Intangible assets 0426 220,918 10.b 11. Other assets (from Schedule RC-F) 2160 2,515,210 11. 12. Total assets (sum of items 1 through 11) 2170 56,115,195 12. 56,115,195
-------- (1)Includes cash items in process of collection and unposted debits. (2)Includes time certificates of deposit not held for trading. (3)Includes all securities resale agreements in domestic and foreign offices, regardless of maturity. SCHEDULE RC--CONTINUED
Dollar Amounts in Thousands ------------------------------------------------------------------------------------------------------------------- LIABILITIES 13. Deposits: a. In domestic offices (sum of totals of RCON ---- columns A and C from Schedule RC-E, part I) 2200 24,583,164 13.a RCON ---- (1) Noninterest-bearing (1) 6631 4,075,357 13.a.1 (2) Interest-bearing 6636 20,507,807 13.a.2 24,583,164 RCFN ---- b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II) 2200 4,602,816 13.b RCFN ---- (1) Noninterest-bearing 6631 0 13.b.1 (2) Interest-bearing 6636 4,602,816 13.b.2 RCON ---- 14. Federal funds purchased and securities sold under agreements to repurchase: a. Federal funds purchased in domestic offices (2) B993 3,533,571 14.a RCFD ---- b. Securities sold under agreements to repurchase (3) B995 4,596,088 14.b 15. Trading liabilities (from Schedule RC-D) 3548 203,410 15. 16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): From schedule RC-M 3190 10,867,041 16. 17. Not applicable. 18. Bank's liability on acceptances executed and outstanding 2920 10,088 18. 19. Subordinated notes and debentures (4) 3200 734,000 19. 20. Other liabilities (from Schedule RC-G) 2930 2,728,895 20. 21. Total liabilities (sum of items 13 through 20) 2948 51,859,073 21. 51,859,073 22. Minority Interest in consolidated subsidiaries 3000 18,784 22. EQUITY CAPITAL RCFD ---- 23. Perpetual preferred stock and related surplus 3838 635,410 23. 24. Common stock 3230 41,234 24. 25. Surplus (exclude all surplus related to preferred stock) 3839 1,905,825 25. 26. a. Retained Earnings 3632 1,673,276 26.a b. Accumulated Other Comprehensive income.(5) B530 (18,407) 26.b 27. Other Equity capital components (6) 3284 0 27. 28. Total equity capital (sum of items 23 through 27) 3210 4,237,338 28. 4,237,338 29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28) 3300 56,115,195 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 RCFD NUMBER the most comprehensive level of auditing work performed for the bank by independent ---- ------ external auditors as of any date during 2001 6724 2 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 bank managements assertion on the effectiveness of the banks internal control over financial reporting by a certified public accounting firm. with generally accepted auditing standards by a certified public accounting firm 4 =Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified 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 repurchased 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. CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31 , 2001 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 RC--BALANCE SHEET
Dollar Amounts in Thousands ------------------------------------------------------------------------------------------------------------- ASSETS 1. Cash and balances due from depository institutions (from Schedule RC-A): RCFD ---- a. Noninterest-bearing balances and currency and coin (1) 0081 1,638,703 1.a b. Interest-bearing balances (2) 0071 171,868 1.b 2. Securities: a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 467,230 2.a b. Available-for-sale securities (from Schedule RC-B, column D) 1773 18,113,967 2.b 3. Federal funds sold and securities purchased under agreements to resell 1350 323,194 3. 4. Loans and lease financing receivables: a. Loans and leases held for sale 5369 323,888 4.a b. Loans and leases, net of unearned income (from Schedule RC-C) 2122 31,080,207 4.b c. LESS: Allowance for loan and lease losses 3128 443,495 4.c d. Loans and leases, net of unearned income, allowance, and reserve (item 4.a minus 4.b and 4.c) 2125 30,636,712 4.d 5. Trading assets (from Schedule RC-D) 3545 380,868 5. 6. Premises and fixed assets (including capitalized leases) 2145 276,863 6. 7. Other real estate owned (from Schedule RC-M) 2150 13,202 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 11,927 9. 10. Intangible assets (from Schedule RC-M) a. Goodwill 3163 181,636 10.a b. Other Intangible assets 0426 260,655 10.b 11. Other assets (from Schedule RC-F) 2160 1,929,950 11. 12. Total assets (sum of items 1 through 11) 2170 54,730,663 12. 54,730,663
-------- (1)Includes cash items in process of collection and unposted debits. (2)Includes time certificates of deposit not held for trading. SCHEDULE RC--CONTINUED
Dollar Amounts in Thousands ------------------------------------------------------------------------------------------------------------------- LIABILITIES 13. Deposits: a. In domestic offices (sum of totals of RCON ---- columns A and C from Schedule RC-E, part I) 2200 24,962,920 13.a RCON ---- (1) Noninterest-bearing (1) 6631 4,809,578 13.a.1 (2) Interest-bearing 6636 20,153,342 13.a.2 24,962,920 RCFN ---- b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II) 2200 4,225,541 13.b RCFN ---- (1) Noninterest-bearing 6631 0 13.b.1 (2) Interest-bearing 6636 4,225,541 13.b.2 RCFD ---- 14. Federal funds purchased and securities sold under agreements to repurchase 2800 5,838,350 14. 15. (from Schedule RC-D) 3548 136,157 15 16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): From schedule RC-M 3190 12,238,951 16 17. Not applicable. 18. Bank's liability on acceptances executed and outstanding 2920 11,927 18. 19. Subordinated notes and debentures (2) 3200 896,000 19. 20. Other liabilities (from Schedule RC-G) 2930 2,303,386 20. 21. Total liabilities (sum of items 13 through 20) 2948 50,613,232 21. 50,613,232 22. Minority Interest in consolidated subsidiaries 3000 18,446 22. EQUITY CAPITAL RCFD ---- 23. Perpetual preferred stock and related surplus 3838 635,410 23. 24. Common stock 3230 41,234 24. 25. Surplus (exclude all surplus related to preferred stock) 3839 1,903,169 25. 26. a. Retained Earnings 3632 1,621,745 26.a b. Accumulated Other Comprehensive income.(3) B530 (102,573) 26.b 27. Other Equity capital components (4) 3284 0 27. 28. Total equity capital (sum of items 23 through 27) 3210 4,098,985 28. 4,098,985 29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28) 3300 54,730,663 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 RCFD NUMBER the most comprehensive level of auditing work performed for the bank by independent ---- ------ external auditors as of any date during 1999 6724 N/A 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 bank managements assertion on the effectiveness of the banks internal control over financial reporting by a certified public accounting firm.with generally accepted auditing standards by a certified public accounting firm 4 =Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified 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)Includes limited-life preferred stock and related surplus. (3)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. (4)Includes treasury stock and unearned Employee Stock Ownership plan shares.