EX-25.2 22 dex252.htm FORM T-1 STATEMENT OF ELIGIBILITY UNDER TRUST INDENTURE. 10 1/4% SENIOR NOTES Form T-1 Statement of Eligibility Under Trust Indenture. 10 1/4% Senior notes

Exhibit 25.2

 


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 if
not a U.S. national bank)
  (I.R.S. employer
identification no.)
One Wall Street, New York, N.Y.   10286
(Address of principal executive offices)   (Zip code)

 


Education Management LLC

Education Management Finance Corp.

(Exact name of obligor as specified in its charter)

(See attached pages for additional obligors)

 

Delaware  

20-4506022

20-4887689

(State or other jurisdiction of
incorporation or organization)
  (I.R.S. employer
identification no.)
210 Sixth Avenue,
Pittsburgh, PA
  15222
(Address of principal executive offices)   (Zip code)

 


10 1/4% Senior Subordinated Notes Due 2016 and Guarantees Thereof

(Title of the indenture securities)

 



TABLE OF ADDITIONAL OBLIGORS

 

Exact Name of

Registrant Guarantor as

Specified in its Charter

  

State of Other Jurisdiction of

Incorporation or Organization

  

I.R.S. Employer

Identification No.

  

Address. Including

Zip Code and

Telephone No.

Including Area Code,

Of Registrant

Guarantor’s

Principal

Executive Offices

AID Restaurant, Inc.

   Texas    01-0691168   

8080 Park Lane

Suite 100

Dallas, Texas 75231

214-692-8080

AIH Restaurant, Inc.

   Texas    76-0431417   

1900 Yorktown

Houston, Texas 77056

713-623-2040

AIIM Restaurant, Inc.

   Minnesota    41-1977654   

15 S. 9th Street

La Salle Bldg.

Minneapolis, Minnesota 55409

612-827-5981

Argosy University Family
Center, Inc.

   Minnesota    16-1665500   

310 East 38th St.

Minneapolis, MN 55409

612-827-5981

Brown Mackie Holding Co.

   Delaware    20-3108775   

210 Sixth Avenue—33rd Fl.

Pittsburgh, PA 15222

412-562-0900

The Connecting Link, Inc.

   Georgia    58-1987235   

5126 Ralston St.

Ventura, CA 93003

805-654-0739

EDMC Aviation, Inc.

   Pennsylvania    20-0212231   

210 Sixth Avenue—33rd Fl.

Pittsburgh, PA 15222

412-562-0900

EDMC Marketing and Advertising, Inc.

   Georgia    58-1591601   

210 Sixth Avenue—33rd Fl.

Pittsburgh, PA 15222

412-562-0900

Higher Education Services, Inc.

   Georgia    58-1983881   

709 Mall Avenue

Savannah, GA 31406

803-799-9082

MCM University Plaza, Inc.

   Illinois    36-4118464   

210 Sixth Avenue, 33rd Fl.

Pittsburgh, PA 15222

412-562-0900

 

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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.

Items 3-15. Not Applicable.

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.)

 

  2. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.)

 

  3. 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.)

 

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  4. 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 6th day of October, 2006.

 

THE BANK OF NEW YORK

By:

 

    /s/    ROBERT A. MASSIMILLO

 

  Name:  ROBERT A. MASSIMILLO
  Title:    VICE PRESIDENT

 

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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, 2006, 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

   3,372,000

Interest-bearing balances

   11,005,000

Securities:

  

Held-to-maturity securities

   2,269,000

Available-for-sale securities

   23,124,000

Federal funds sold and securities purchased under agreements to resell

  

Federal funds sold in domestic offices

   490,000

Securities purchased under agreements to resell

   252,000

Loans and lease financing receivables:

  

Loans and leases held for sale

   0

Loans and leases, net of unearned income

   36,722,000

LESS: Allowance for loan and lease losses

   414,000

Loans and leases, net of unearned income and allowance

   36,308,000

Trading assets

   5,770,000

Premises and fixed assets (including capitalized leases)

   848,000

Other real estate owned

   0

Investments in unconsolidated subsidiaries and associated companies

   302,000

Not applicable

  

Intangible assets:

  

Goodwill

   2,177,000

Other intangible assets

   750,000

Other assets

   7,196,000
    

Total assets

   93,863,000
    


LIABILITIES

  

Deposits:

  

In domestic offices

   40,014,000

Noninterest-bearing

   21,153,000

Interest-bearing

   18,861,000

In foreign offices, Edge and Agreement subsidiaries, and IBFs

   31,312,000

Noninterest-bearing

   286,000

Interest-bearing

   31,026,000

Federal funds purchased and securities sold under agreements to repurchase

  

Federal funds purchased in domestic offices

   839,000

Securities sold under agreements to repurchase

   396,000

Trading liabilities

   3,045,000

Other borrowed money:

  

(includes mortgage indebtedness and obligations under capitalized leases)

   1,670,000

Not applicable

  

Not applicable

  

Subordinated notes and debentures

   1,955,000

Other liabilities

   6,011,000
    

Total liabilities

   85,242,000
    

Minority interest in consolidated subsidiaries

   150,000

EQUITY CAPITAL

  

Perpetual preferred stock and related surplus

   0

Common stock

   1,135,000

Surplus (exclude all surplus related to preferred stock)

   2,112,000

Retained earnings

   5,444,000

Accumulated other comprehensive income

   -220,000

Other equity capital components

   0

Total equity capital

   8,471,000
    

Total liabilities, minority interest, and equity capital

   93,863,000
    


I, Thomas J. Mastro, Executive 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,
Executive 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      

Directors