EX-25.1 6 dex251.htm STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 Statement of Eligibility under the Trust Indenture Act of 1939

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)             

 


 

THE BANK OF NEW YORK

(Exact name of trustee as specified in its charter)

 

New York

   13-5160382

(Jurisdiction of incorporation

if not a U.S. national bank)

   (I.R.S. Employer
Identification No.)

One Wall Street, New York, New York

   10286

(Address of principal executive offices)

   (Zip code)

 


 

CONMED CORPORATION

(Exact name of obligor as specified in its charter)

 

New York

   16-0977505

(State or other jurisdiction

of incorporation or organization)

   (I.R.S. Employer
Identification No.)

525 French Road

    

Utica, New York

   13502

(Address of principal executive offices)

   (Zip code)

 


 

2.50% Convertible Senior Subordinated Notes due 2024

(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.

 

Superintendent of Banks of the
State of New York

  

2 Rector Street, New York, N.Y. 10006
and Albany, N.Y. 12203

Federal Reserve Bank of New York

   33 Liberty Plaza, New York, N.Y. 10045

Federal Deposit Insurance Corporation

   550 17th Street, N.W., Washington, D.C. 20429

New York Clearing House Association

   New York, N.Y. 10005

 

  (b)   Whether it is authorized to exercise corporate trust powers.

 

Yes.

 

 

Item 2. Affiliations with Obligor.

 

        If the obligor is an affiliate of the trustee, describe each such affiliation.

 

        None.

 

 

Item 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 7a-29 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 as Exhibit 25(a) to Registration Statement No. 333-102200.)
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.

 

 

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SIGNATURE

 

        Pursuant to the requirements of the Act, 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 28th day of January, 2005.

 

 

THE BANK OF NEW YORK
BY:   /S/    KISHA A. HOLDER

Name:

  Kisha A. Holder

Title:

  Assistant Vice President

 

 

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EXHIBIT 7

(Page 1 of 3)

 


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, 2004, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

 

ASSETS    Dollar
Amounts In
Thousands

Cash and balances due from depository institutions:

      

Noninterest-bearing balances and currency and coin

   $ 3,036,306

Interest-bearing balances

     9,034,655

Securities:

      

Held-to-maturity securities

     1,693,598

Available-for-sale securities

     20,325,634

Federal funds sold and securities purchased under agreements to resell

      

Federal funds sold in domestic offices

     19,100

Securities purchased under agreements to resell

     4,324,992

Loans and lease financing receivables:

      

Loans and leases held for sale

     6,685

Loans and leases, net of unearned income

     37,402,355

LESS: Allowance for loan and lease losses

     594,211

Loans and leases, net of unearned income and allowance

     36,808,144

Trading Assets

     3,420,107

Premises and fixed assets (including capitalized leases)

     969,419

Other real estate owned

     1,253

Investments in unconsolidated subsidiaries and associated companies

     253,729

Customers’ liability to this bank on acceptances outstanding

     166,157

Intangible assets

      

Goodwill

     2,708,882

Other intangible assets

     748,171

Other assets

     6,998,625
    

Total assets

   $ 90,515,457
    

 

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EXHIBIT 7

(page 2 of 3)

 

LIABILITIES     

Deposits:

      

In domestic offices

   $ 40,236,165

Noninterest-bearing

     15,201,748

Interest-bearing

     25,034,417

In foreign offices, Edge and Agreement subsidiaries, and IBFs

     24,110,224

Noninterest-bearing

     300,559

Interest-bearing

     23,809,665

Federal funds purchased and securities sold under agreements to repurchase

      

Federal funds purchased in domestic offices

     717,565

Securities sold under agreements to repurchase

     812,853

Trading liabilities

     2,598,442

Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)

     4,158,526

Not applicable

      

Bank’s liability on acceptances executed and outstanding

     167,267

Subordinated notes and debentures

     2,389,088

Other liabilities

     6,730,454
    

Total liabilities

   $ 81,920,584
    

Minority interest in consolidated subsidiaries

     142,058

EQUITY CAPITAL

      

Perpetual preferred stock and related surplus

     0

Common stock

     1,135,284

Surplus

     2,087,205

Retained earnings

     5,213,125

Accumulated other comprehensive income

     17,201

Other equity capital components

     0

Total equity capital

     8,452,815
    

Total liabilities, minority interest, and equity capital

   $ 90,515,457
    

 

 

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EXHIBIT 7

(page 3 of 3)

 

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

Alan R. Griffith

               Directors

 

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