SEC Info - Henry Schein Inc - ‘S-3’ on 11/5/04

Exhibit 25.1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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
(State of incorporation		(I.R.S. employer
if not a U.S. national bank)		identification no.)

One Wall Street, New York, N.Y.		10286
(Address of principal executive offices)		(Zip code)

HENRY SCHEIN, INC.

(Exact name of obligor as specified in its charter)


Delaware
(State or other jurisdiction of		11-3136595
incorporation or organization)		(I.R.S. employer identification no.)

135 Duryea Road
Melville, NY		11747
(Address of principal executive offices)		(Zip code)

3.00% Convertible Contingent Senior Notes due 2034
(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.


Name		Address
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		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 with Registration Statement No. 33-31019.)

	6.		The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Amendment No. 2 to Registration Statement No. 333-109133.)

	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.

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 4th day of November, 2004.


THE BANK OF NEW YORK
By:	/s/ *BEATA HRYNIEWICKA*
	Name:	BEATA HRYNIEWICKA
	Title:	VICE PRESIDENT

Exhibit 7

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 June 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.


	Dollar Amounts
	In Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		2,954,963
Interest-bearing balances		10,036,895
Securities:
Held-to-maturity securities		1,437,899
Available-for-sale securities		20,505,806
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		5,482,900
Securities purchased under agreements to resell		838,105
Loans and lease financing receivables:
Loans and leases held for sale		48,034
Loans and leases, net of unearned income		38,299,913
LESS: Allowance for loan and lease losses		594,926
Loans and leases, net of unearned income and allowance		37,704,987
Trading assets		2,986,767
Premises and fixed assets (including capitalized leases)		957,249
Other real estate owned		374
Investments in unconsolidated subsidiaries and associated companies		246,280
Customers’ liability to this bank on acceptances outstanding		251,948
Intangible assets:
Goodwill		2,699,812
Other intangible assets		755,311
Other assets		7,629,093

Total assets	$	94,536,383

LIABILITIES
Deposits:
In domestic offices		36,481,716
Noninterest-bearing		15,636,690
Interest-bearing		20,845,026
In foreign offices, Edge and Agreement subsidiaries, and IBFs		25,163,274
Noninterest-bearing		413,981


	Dollar Amounts
	In Thousands
Interest-bearing		24,749,293
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices		898,340
Securities sold under agreements to repurchase		721,016
Trading liabilities		2,377,862
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)		10,475,320
Bank’s liability on acceptances executed and outstanding		254,569
Subordinated notes and debentures		2,422,807
Other liabilities		7,321,226

Total liabilities	$	86,116,130

Minority interest in consolidated subsidiaries		139,967
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,135,284
Surplus (exclude all surplus related to preferred stock)		2,082,308
Retained earnings		5,118,989
Accumulated other comprehensive income		-56,295
Other equity capital components		0
Total equity capital		8,280,286

Total liabilities, minority interest, and equity capital	$	94,536,383

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

This ‘S-3’ Filing	Date	Other Filings

Filed on:	11/5/04	None on these Dates
	6/30/04
		List all Filings

Henry Schein Inc – ‘S-3’ on 11/5/04 – EX-25.1

On: Friday, 11/5/04, at 3:19pm ET · Accession #: 950123-4-13062 · File #: 333-120246

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