EX-25.1 8 e24355.txt FORM T-1 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) -------------------------------------- JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 13-4994650 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 1111 Polaris Parkway Columbus, Ohio 43271 (Address of principal executive offices) (Zip Code) Pauline E. Higgins Vice President and Assistant General Counsel JPMorgan Chase Bank, National Association 707 Travis Street, 4th Floor North Houston, Texas 77002 Tel: (713) 216-1436 (Name, address and telephone number of agent for service) -------------------------------------- Omnicom Group Inc. (Exact name of obligors as specified in its charter) New York 13-1514814 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) 437 Madison Avenue New York, New York 10022 (Address of principal executive offices) (Zip Code) ---------------------------------------------------------- Zero Coupon Zero Yield Convertible Notes Due 2038 (Title of the indenture securities) -------------------------------------------------------------------------------- GENERAL 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. Board of Governors of the Federal Reserve System, Washington, D.C., 20551 Federal Deposit Insurance Corporation, Washington, D.C., 20429. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the Obligor and Guarantors. If the obligor or any guarantor is an affiliate of the trustee, describe each such affiliation. None. -2- Item 16. List of Exhibits List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the Articles of Association of JPMorgan Chase Bank, N.A. (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference). 2. A copy of the Certificate of Authority of the Comptroller of the Currency for the trustee to commence business. (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference). 3. None, the authority of the trustee to exercise corporate trust powers being contained in the documents described in Exhibits 1 and 2. 4. A copy of the existing By-Laws of the Trustee. (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference). 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act. (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 333-106575 which is incorporated by reference). 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. 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, JPMorgan Chase Bank, N.A., 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 13th day of July, 2006. JPMORGAN CHASE BANK, N.A. By /s/ Carol Ng ----------------------- Carol Ng Vice President -3- Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF JPMorgan Chase Bank, N.A. of 1111 Polaris Parkway, Columbus, Ohio 43240 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business March 31, 2006, 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 ASSETS in Millions Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin ................................. $ 35,771 Interest-bearing balances ......................... 11,008 Securities: Held to maturity securities ............................ 72 Available for sale securities .......................... 55,459 Federal funds sold and securities purchased under agreements to resell: Federal funds sold in domestic offices ............ 17,813 Securities purchased under agreements to resell ... 228,565 Loans and lease financing receivables: Loans and leases held for sale .................... 32,025 Loans and leases, net of unearned income .......... 381,159 Less: Allowance for loan and lease losses ......... 5,042 Loans and leases, net of unearned income and allowance ......................................... 376,117 Trading Assets ......................................... 246,732 Premises and fixed assets (including capitalized leases) 8,145 Other real estate owned ................................ 388 Investments in unconsolidated subsidiaries and associated companies .............................. 1,620 Intangible assets: Goodwill ....................................... 23,681 Other Intangible assets ........................ 11,704 Other assets ........................................... 44,294 TOTAL ASSETS ........................................... $1,093,394 ========== LIABILITIES Deposits In domestic offices ................................ $417,676 Noninterest-bearing ................................ 134,430 Interest-bearing ................................... 283,246 In foreign offices, Edge and Agreement subsidiaries and IBF's ............................. 163,635 Noninterest-bearing ............................. 6,677 Interest-bearing ................................... 156,958 Federal funds purchased and securities sold under agree- ments to repurchase: Federal funds purchased in domestic offices ........ 9,221 Securities sold under agreements to repurchase ..... 125,094 Trading liabilities ..................................... 137,150 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) .......... 90,745 Subordinated notes and debentures ....................... 18,638 Other liabilities ....................................... 41,884 TOTAL LIABILITIES ....................................... 1,004,043 Minority Interest in consolidated subsidiaries .......... 1,956 EQUITY CAPITAL Perpetual preferred stock and related surplus ........... 0 Common stock ............................................ 1,785 Surplus (exclude all surplus related to preferred stock) 59,450 Retained earnings ....................................... 27,149 Accumulated other comprehensive income .................. (989) Other equity capital components ......................... 0 TOTAL EQUITY CAPITAL .................................... 87,395 1,093,394 TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL ========== I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief. JOSEPH L. SCLAFANI We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the in- structions issued by the appropriate Federal regulatory authority and is true and correct. MICHAEL J. CAVANAGH ) WILLIAM B. HARRISON , JR.) DIRECTORS JAMES DIMON )