EX-25.1 14 dex251.htm STATEMENT OF ELIGIBILITY STATEMENT OF ELIGIBILITY

Exhibit 25.1

UNITED STATES

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) ¨

 

SunTrust Bank

(Exact name of trustee as specified in its charter)

 

Georgia   58-0466330

(Jurisdiction of incorporation or organization

if not a U.S. national bank)

  

(I.R.S. Employer

Identification Number)

303 Peachtree Street, Northeast

30th Floor

Atlanta, Georgia 30308

(Address of principal executive offices) (Zip Code)

 

Nancy C. Harrison

Vice President, Corporate Trust

SunTrust Bank

Mail Code HDQ-5310

919 East Main Street, 10th Floor

Richmond, Virginia 23219

(804) 782-5726

(Name, address and telephone number of agent for service)

 

Owens & Minor, Inc.

(Exact name of obligor as specified in its charter)

 

Virginia   54-1701843

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification Number)

 

Owens & Minor Distribution, Inc.

Owens & Minor Medical, Inc.

Owens & Minor Healthcare Supply, Inc.

Access Diabetic Supply, LLC

  

Virginia

Virginia

Virginia

Florida

  

54-2049200

54-1959151

20-2225381

65-0987803

(Exact name of co-obligors as specified in

their charters)

  

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification Number)

9120 Lockwood Boulevard

Mechanicsville, Virginia 23116

(Address of principal executive offices) (Zip Code)

 

Senior Debt Securities

Subsidiary Guarantees

(Title of the indenture securities)

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.

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 17TH STREET N.W.

WASHINGTON, D.C. 20429-9990

 

  (b) 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 ITEMS 13(a) AND 13(b) BELOW, 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.

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 ITEMS 13(a) AND 13(b) ABOVE, THE OBLIGOR IS NOT IN DEFAULT ON ANY SECURITIES ISSUED UNDER INDENTURES UNDER WHICH SUNTRUST BANK IS A TRUSTEE.

 

16. List of Exhibits.

List below all exhibits filed as a part of this statement of eligibility; exhibits identified in parentheses are filed with the Securities and Exchange Commission and are incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29 under the Trust Indenture Act of 1939, as amended.

 

  (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 filed as Exhibit 25.1 to Registration No. 333-121977 filed by Boston Private Financial Holdings, Inc.).

 

  (2) A copy of the certificate of authority of the trustee to commence business (Exhibits 2 and 3 to Form T-1 filed as Exhibit 25.1 to Registration No. 333-121977 filed by Boston Private Financial Holdings, Inc.).

 

  (3) A copy of the authorization of the trustee to exercise corporate trust powers (Exhibits 2 and 3 to Form T-1 filed as Exhibit 25.1 to Registration No. 333-121977 filed by Boston Private Financial Holdings, Inc.).

 

  (4) A copy of the existing by-laws of the trustee as now in effect. (Exhibit 4 to Form T-1 filed as Exhibit 25.1 to Registration No. 333-128720 filed by Bunge Limited Finance Corp.).

 

  (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 December 31, 2005.

(8) Not applicable.

(9) Not applicable.

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 to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Richmond and the Commonwealth of Virginia, on the 3rd day of April, 2006.

 

SunTrust Bank
By:  

/s/ Nancy C. Harrison

  Nancy C. Harrison
  Vice President, Corporate Trust

Exhibit 1 to Form T-1

ARTICLES OF INCORPORATION

OF

SUNTRUST BANK

(Incorporated by reference to Exhibit 1 to Form T-1

filed as Exhibit 25.1 to Registration No. 333-121977

filed by Boston Private Financial Holdings, Inc.)

Exhibit 2 to Form T-1

CERTIFICATE OF AUTHORITY

OF

SUNTRUST BANK TO COMMENCE BUSINESS

(Incorporated by reference to Exhibits 2 and 3 to Form T-1

filed as Exhibit 25.1 to Registration No. 333-121977

filed by Boston Private Financial Holdings, Inc.)

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

filed as Exhibit 25.1 to Registration No. 333-121977

filed by Boston Private Financial Holdings, Inc.)

Exhibit 4 to Form T-1

SUNTRUST BANK

BYLAWS

(Incorporated by reference to Exhibit 4 to Form T-1 filed as Exhibit 25.1

to Registration No. 333-128720 filed by Bunge Limited Finance Corp.)

Exhibit 5 to Form T-1

(Intentionally Omitted. Not Applicable.)

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 Senior Debt Securities of Owens & Minor, Inc. and the related Guarantees thereof, 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
April 3, 2006   By:  

        /s/ Nancy C. Harrison

            Nancy C. Harrison
            Vice President, Corporate Trust

Exhibit 7 to Form T-1

REPORT OF CONDITION

(ATTACHED)

SunTrust Bank

303 PEACHTREET STREET, NORTHEAST

ATLANTA, GA 30308

FDIC Certificate Number: 867

  

FFIEC 031

Consolidated Report of Condition

for December 31, 2005

Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks

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)

      

 a. Noninterest-bearing balances and currency and coin1

    RCFD 0081    4,977,493

 b. Interest-bearing balances2

    RCFD 0071    8,805

  2. Securities:

      

 a. Held-to-maturity securities (from Schedule RC-B, column A)

    RCFD 1754    0

 b. Available-for-sale securities (from Schedule RC-B, column D)

    RCFD 1773    24,047,398

  3. Federal funds sold and securities purchased under agreements to resell

      

 a. Federal funds sold in domestic offices

    RCON B987    384,575

 b. Securities purchased under agreements to resell3

    RCFD B989    3,167,743

  4. Loans and lease financing receivables (from Schedule RC-C):

      

 a. Loans and leases held for sale

    RCFD 5369    13,695,613

 b. Loans and leases, net of unearned income

    RCFD B528    114,841,081

 c. LESS: Allowance for loan and lease losses

    RCFD 3123    1,026,834

 d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)

    RCFD B529    113,814,247

  5. Trading assets (from Schedule RC-D)

    RCFD 3545    1,660,730

  6. Premises and fixed assets (including capitalized leases)

    RCFD 2145    1,617,839

  7. Other real estate owned (from Schedule RC-M)

    RCFD 2150    38,043

  8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)

    RCFD 2130    0

  9. Customers’ liability to this bank on acceptances outstanding

    RCFD 2155    11,839

10. Intangible assets:

      

 a. Goodwill

    RCFD 3163    6,392,746

 b. Other intangible assets (from Schedule RC-M)

    RCFD 0426    1,011,584

11. Other assets (from Schedule RC-F)

    RCFD 2160    6,402,635

12. Total assets (sum of items 1 through 11)

    RCFD 2170    177,231,290

LIABILITIES

      

13. Deposits:

      

a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)

    RCON 2200    113,629,354

    (1) Noninterest-bearing4

    RCON 6631    10,643,400

    (2) Interest-bearing

    RCON 6636    102,985,954

b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II)

    RCFN 2200    9,995,269

    (1) Noninterest-bearing

    RCFN 6631    0

    (2) Interest-bearing

    RCFN 6636    9,995,269

14. Federal funds purchased and securities sold under agreements to repurchase

      

 a. Federal funds purchased in domestic offices5

    RCON B993    4,258,013

 b. Securities sold under agreements to repurchase6

    RCFD B995    8,433,934

15. Trading liabilities (from Schedule RC-D)

    RCFD 3548    1,064,588

16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized

       leases) (from Schedule RC-M)

    RCFD 3190    13,835,578

17. Not applicable

      

18. Bank’s liability on acceptances executed and outstanding

    RCFD 2920    11,839

19. Subordinated notes and debentures7

    RCFD 3200    3,696,687

20. Other liabilities (from Schedule RC-G)

    RCFD 2930    3,567,110

21. Total liabilities (sum of items 13 through 20)

    RCFD 2948    158,492,372

22. Minority interest in consolidated subsidiaries

    RCFD 3000    476,673

EQUITY CAPITAL

      

23. Perpetual preferred stock and related surplus

    RCFD 3838    0

24. Common stock

    RCFD 3230    21,600

25. Surplus (exclude all surplus related to preferred stock)

    RCFD 3839    11,306,611

26. a. Retained earnings

    RCFD 3632    6,564,970

 b. Accumulated other comprehensive income8

    RCFD B530    369,064

27. Other equity capital components9

    RCFD A130    0

28. Total equity capital (sum of items 23 through 27)

    RCFD 3210    18,262,245

29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)

    RCFD 3300    177,231,290

Memorandum

      
To be reported 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 external auditors as of any date during 2004

    RCFD 6724    Number
N/A
     

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    4 =    Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)
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)    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
3 =    Attestation on bank management’s assertion on the effectiveness of the bank’s internal control over financial reporting by a certified public accounting firm    8 =    Other audit procedures (excluding tax preparation work)
      9 =    No external audit work
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.
4 Includes total demand deposits and noninterest-bearing time and savings deposits.
5 Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.”
6 Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity.
7 Includes limited-life preferred stock and related surplus.
8 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.

 

9 Includes treasury stock and unearned Employee Stock Ownership Plan shares.

Exhibit 8 to Form T-1

(Intentionally Omitted. Not Applicable.)

Exhibit 9 to Form T-1

(Intentionally Omitted. Not Applicable.)