EX-25 5 ex25.htm ALSTON AND BIRD

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)

WACHOVIA BANK, NATIONAL ASSOCIATION
(Exact Name of Trustee as Specified in its Charter)

22-1147033
(I.R.S. Employer Identification No.)

301 S. COLLEGE STREET, CHARLOTTE, NORTH CAROLINA
(Address of Principal Executive Offices)

28288-0630
(Zip Code)

WACHOVIA BANK, NATIONAL ASSOCIATION
225 Water Street
Jacksonville, FL 32202
ATTENTION: CORPORATE TRUST ADMINISTRATION
(904) 489-3113
(Name, address and telephone number of Agent for Service)

PSS World Medical, Inc.

(Exact Name of Obligor as Specified in its Charter)

FLORIDA

State or other jurisdiction of Incorporation or Organization)

59-2280364

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

4345 Southpoint Blvd.
Jacksonville, Florida

(Address of Principal Executive Offices)

32216

(Zip Code)

2.25% Convertible Senior Notes Due 2024
(Title of Indenture Securities)


1.     General information.

Furnish the following information as to the trustee:

a)     Name and address of each examining or supervisory authority to which it is subject:

  Comptroller of the Currency
United States Department of the Treasury
Washington, D.C. 20219

  Federal Reserve Bank
Richmond, Virginia 23219

  Federal Deposit Insurance Corporation
Washington, D.C. 20429

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.     Voting securities of the trustee.

  Furnish the following information as to each class of voting securities of the trustee:

  Not applicable — see answer to Item 13.

4.     Trusteeships under other indentures.

  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, furnish the following information:

  Not applicable — see answer to Item 13.

5.     Interlocking directorates and similar relationships with the obligor or underwriters.

  If the trustee or any of the directors or executive officers of the trustee is a director, officer, partner,employee, appointee, or representative of the obligor or of any underwriter for the obligor, identify each suchperson having any such connection and state the nature of each such connection.

  Not applicable — see answer to Item 13.

6.     Voting securities of the trustee owned by the obligor or its officials

  Furnish the following information as to the voting securities of the trustee owned beneficially by theobligor and each director, partner, and executive officer of the obligor:

  Not applicable — see answer to Item 13.


7.     Voting securities of the trustee owned by underwriters or their officials.

  Furnish the following information as to the voting securities of the trustee owned beneficially by eachunderwriter for the obligor and each director, partner, and executive officer of each such underwriter:

  Not applicable — see answer to Item 13.

8.     Securities of the obligor owned or held by the trustee.

  Furnish the following information as to securities of the obligor owned beneficially or held as collateralsecurity for obligations in default by the trustee:

  Not applicable — see answer to Item 13.

9.     Securities of underwriters owned or held by the trustee.

  If the trustee owns beneficially or holds as collateral security for obligations in default any securities ofan underwriter for the obligor, furnish the following information as to each class of securities of suchunderwriter any of which are so owned or held by the trustee:

  Not applicable — see answer to Item 13.

10.     Ownership or holdings by the trustee of voting securities of certain affiliates or security holders of the obligor.

  If the trustee owns beneficially or holds as collateral security for obligations in default votingsecurities of a person who, to the knowledge of the trustee (1) owns 10 percent or more of the voting stock ofthe obligor or (2) is an affiliate, other than a subsidiary, of the obligor, furnish the following information asto the voting securities of such person:

  Not applicable — see answer to Item 13.

11.     Ownership or holdings by the trustee of any securities of a person owning 50 percent or more of the voting securities of the obligor.

  If the trustee owns beneficially or holds as collateral security for obligations in default any securitiesof a person who, to the knowledge of the trustee, owns 50 percent or more of the voting securities of theobligor, furnish the following information as to each class of securities of such person any of which are soowned or held by the trustee:

  Not applicable — see answer to Item 13.

12.     Indebtedness of the obligor to the trustee.

  Except as noted in the instructions, if the obligor is indebted to the trustee, furnish the following information:

  Not applicable — see answer to Item 13.

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.

  None.

  (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.

  None

14.     Affiliations with the underwriters.

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

  Not applicable — see answer to Item 13.

15.     Foreign trustee.

  Identify the order or rule pursuant to which the trustee is authorized to act as sole trustee underindentures qualified or to be qualified under the Act.

  Not applicable — trustee is a national banking association organized under the laws of the United States.

16.     List of Exhibits.


List below all exhibits filed as part of this statement of eligibility.

__  1. Copy of Articles of Association of the trustee as now in effect*

__  2. Copy of the Certificate of the Comptroller of the Currency dated March 27, 2002, evidencing the authority of the trustee to transact business*

__  3. Copy of the Certification of Fiduciary Powers of the trustee by the Office of the Comptroller of the Currency dated March 27,2002*

__  4. Copy of existing by-laws of the trustee**

__  5. Copy of each indenture referred to in Item 4, if the obligor is in default.
       - Not Applicable

X   6. Consent of the trustee required by Section 321(b) of the Act.

X   7. Copy of report of condition of the trustee published pursuant to the requirements of its supervising authority

__ 8 Copy of any order pursuant to which the foreign trustee is authorized to act as sole trustee under indentures qualified or to be qualified under the Act
    - Not Applicable

__ 9. Consent to service of process required of foreign trustees pursuant to Rule 10a-4 under the Act.
     - Not Applicable

*Previously filed with the Securities and Exchange Commission on April 11, 2002 as an Exhibit to Form T-1 in connection with Registration Statement Number 333-86036.
**Previously filed with the Securities and Exchange Commission on May 13, 2003 as an Exhibit to Form T-1 (in connection with Registration Statement File No. 333-105207) and is incorporated by reference herein.

NOTE

        The trustee disclaims responsibility for the accuracy or completeness of information contained in this Statement of Eligibility and Qualification not known to the trustee and not obtainable by it through reasonable investigation and as to which information it has obtained from the obligor and has had to rely or will obtain from the principal underwriters and will have to rely.


SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939,the trustee, Wachovia Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this Statement of Eligibility and Qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Jacksonville and the State of Florida, on the 17th day of March, 2004.

Wachovia Bank, National Association


By:/s/John H. Speichert
John H. Speichert
Vice President


Exhibit T-6

CONSENT OF THE TRUSTEE

        Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, and in connection with the proposed issue of PSS World Medical,Inc. 2.25% Convertible Senior Notes Due 2024, Wachovia Bank, National Association, 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 therefore.

WACHOVIA BANK, NATIONAL ASSOCIATION


By:/s/John H. Speichert
John H. Speichert
Vice President

Jacksonville, Florida

March 17,2004


EXHIBIT T-7

REPORT OF CONDITION

Consolidating domestic and foreign subsidiaries of Wachovia Bank, N.A., at the close of business on December 31, 2003, published in response to call made by Comptroller of the Currency, under title 12, United States Code, Section 161. Charter Number 1 Comptroller of the Currency.

Statement of Resources and Liabilities

ASSETS

Thousand of Dollars

Cash and balance due from depository institutions:  
   Non-interest-bearing balances and currency and coin 12,097,000 
   Interest-bearing balances 700,000 
Securities //////// 
   Held-to-maturity securities (from Schedule RC-B, column A)
   Available-for-sale securities (from schedule RC-B, column D) 97,451,000 
Federal funds sold and securities purchased under agreements to resell
Federal funds sold in domestic offices 464,000 
Securities purchased under agreements to resell 4,667,000 
Loans and lease financing receivables (from Schedule RC-C):
   Loan and leases held for sale 13,152,000 
   Loan and leases, net of unearned income 162,784,000 
   LESS: Allowance for loan and lease losses 2,434,000 
   LESS: Allocated transfer risk reserve
   Loans and leases, net of unearned income and allowance (item.4.b misus 4.c) 160,350,000 
Trading assets (from Schedule RC-D) 24,824,000 
Premises and fixed assets (including capitalized leases) 3,748,000 
Other real estate owned (from Schedule RC-M) 142,000 
Investment in unconsolidated subsidiaries and associated companies (from Schedule RC-M) 866,000 
Customer's liability to this bank on acceptances outstanding 854,000 
Intangible assets
   Goodwill 9,538,000 
Other intangible assets (from Schedule RC-M) 1,537,000 
Other assets (from Schedule RC-F) 23,151,000 

                                    Total assets 353,541,000 

LIABILITIES

Deposits:  
   In domestic offices 211,576,000 
     Non-interest-bearing 14,797,000 
     Interest-bearing 196,779,000 
   In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, 14,252,000 
   partII)
     Non-interest-bearing 49,000 
     Interest-bearing 14,203,000 
Federal funds purchased in domestic offices(2) 4,363,000 
Securities sold under agreements to repurchase(3) 24,808,000 
Trading liabilities(from Schedule RC-D) 15,073,000 
her borrowed money (includes mortgage indebtedness and obligations under Capitalized 29,254,000 
   leases) (from Schedule RC-M)
Bank's liability on acceptances executed and outstanding 876,000 
Subordinated notes and debentures 8,549,000 
Other liabilities 12,100,000 
Total liabilities 320,851,000 
Minority Interest in consolidated subsidiaries 2,301,000 

EQUITY CAPITAL

Perpetual preferred stock and related surplus
Common Stock 455,000 
Surplus 24,216,000 
Retained Earnings 4,415,000 
Accumulated other comprehensive income 1,303,000 
Other Equity Capital components
Total equity capital (sum of item 23 through 27) 30,389,000 
Total liabilities and equity capital (sum of items 21,22, and 28 353,541,000