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Document/Exhibit Description Pages Size
1: S-3ASR Automatic Shelf Registration Statement for HTML 1.43M
Securities of a Well-Known Seasoned
Issuer
2: EX-5.1 Opinion of Dewey & Leboeuf LLP HTML 78K
3: EX-23.2 Consent of Independent Registered Public HTML 60K
Accounting Firm
4: EX-25.1 Form T-1 Statement of Eligibility Under the Trust HTML 85K
Indenture Act of 1939
| Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 |
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) ¨
U.S. BANK NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
31-0841368
(I.R.S. Employer Identification No.)
| 800 Nicollet Mall Minneapolis, Minnesota |
55402 | |
| (Address of principal executive offices) | (Zip Code) |
Wm. Bryan Echols
Vice President
U.S. Bank National Association
1349 West Peachtree Street
Suite 1050
(404) 898-8838
(Name, address and telephone number of agent for service)
OMNICARE, INC.
(Exact name of obligor as specified in its charter)
|
(State or other jurisdiction of incorporation or organization) |
31-1001351 (I.R.S. Employer Identification No.) | |
| 1600 Rivercenter II 100 East Rivercenter Boulevard Covington, Kentucky (Address of principal executive offices) |
41011 (Zip Code) | |
Senior Debt Securities
Subordinated Debt Securities
(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. |
Comptroller of the Currency
Washington, D.C.
Federal Deposit Insurance Company
Washington, D.C.
The Board of Governors of the Federal Reserve System
Washington, D.C.
| (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.
| Items 3.-14. | Items 3 – 14 are not applicable because, to the best of the knowledge of U.S. Bank National Association (the “Trustee”), the obligor is not in default under any Indenture for which the Trustee acts as Trustee. |
| Item 15. | Item 15 is not applicable because the Trustee is not a foreign trustee. |
| Item 16. | List of Exhibits. |
List below all exhibits filed as a part of this statement of eligibility; provided that exhibits identified in parentheses are filed with the Commission and are incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29 under the Trust Indenture Act of 1939, as amended, and 17 C.F.R. 229.10(d).
| 1. | A copy of the articles of association of the Trustee as now in effect. (Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to Form S-4, Registration Number 333-128217, filed by Revlon Consumer Products Corp.) |
| 2. | A copy of the certificate of authority of the Trustee to commence business is contained in the articles of association referred to in Paragraph 1 above and incorporated herein by reference. |
| 3. | A copy of the authorization of the Trustee to exercise corporate trust powers. (Incorporated by reference to Exhibit 25.1 to Form S-3ASR, Registration Number 333-155592, filed by ONEOK, Inc.) |
| 4. | A copy of the existing by-laws of the Trustee as now in effect. (Incorporated by reference to Exhibit 4 to Exhibit 25.1 to Form S-3, Registration Number 333-160020, filed by The Phoenix Companies, Inc.) |
| 5. | A copy of each indenture referred to in Item 4, if the obligor is in default. |
Not Applicable.
| 6. | The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. |
| 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 March 31, 2010, attached as Exhibit 7. |
| 8. | A 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. |
Not Applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, U.S. 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 Atlanta, State of Georgia, on the 10th day of May, 2010.
| U.S. BANK NATIONAL ASSOCIATION | ||
| By: | /s/ Wm. Bryan Echols | |
| Wm. Bryan Echols | ||
| Vice President | ||
Exhibit 6
CONSENT OF TRUSTEE
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION, hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District Authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Dated: May 10, 2010
| U.S. BANK NATIONAL ASSOCIATION | ||
| By: | /s/ Wm. Bryan Echols | |
| Wm. Bryan Echols | ||
| Vice President | ||
U.S. Bank National Association
Statement of Financial Condition
EXHIBIT 7
AS OF 3/31/2010
(000’s)
| 3/31/2010 | |||
| ASSETS |
|||
| Cash and Balances due From Depository Institutions |
$ | 8,396,049 | |
| Securities |
45,269,095 | ||
| Federal Funds Sold and Securities Purchased Under Agreements to Resell |
3,774,651 | ||
| Loans and Lease Financing Receivables |
180,918,939 | ||
| Trading Assets |
1,093,896 | ||
| Premises and Fixed Assets (Including Capitalized Leases) |
2,220,060 | ||
| Other Real Estate Owned |
1,726,653 | ||
| Investments in Unconsolidated Subsidiaries and Associated Companies |
67,633 | ||
| Intangible Assets |
13,355,160 | ||
| Other Assets |
20,687,148 | ||
| Total Assets |
$ | 277,509,284 | |
| LIABILITIES |
|||
| Deposits |
$ | 194,167,405 | |
| Federal Funds Purchased and Securities Sold Under Agreements to Repurchase |
9,849,249 | ||
| Trading Liabilities |
362,519 | ||
| Other Borrowed Money |
31,906,386 | ||
| Subordinated Notes and Debentures |
7,629,967 | ||
| Other Liabilities |
6,648,045 | ||
| Total Liabilities |
$ | 250,563,571 | |
| EQUITY CAPITAL |
|||
| Common Stock |
$ | 18,200 | |
| Surplus |
12,642,020 | ||
| Retained Earnings |
12,673,897 | ||
| Noncontrolling (Minority) Interests in Consolidated Subsidiaries |
1,611,596 | ||
| Total Equity Capital |
$ | 26,945,713 | |
| Total Liabilities and Equity Capital |
$ | 277,509,284 | |
| This ‘S-3ASR’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 5/10/10 | |||
| 3/31/10 | 10-Q | |||
| List all Filings | ||||