-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CBHWb2yekJcTA6OBR0oe9CIHVl8dbtODTCTuTZG+TGUOGNaivgdZS6hBkAnBzA9b +35AEotWSJfPICXoJbeBNA== 0001193125-07-260159.txt : 20071206 0001193125-07-260159.hdr.sgml : 20071206 20071206103326 ACCESSION NUMBER: 0001193125-07-260159 CONFORMED SUBMISSION TYPE: 305B2 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071206 DATE AS OF CHANGE: 20071206 EFFECTIVENESS DATE: 20071206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DANAHER CORP /DE/ CENTRAL INDEX KEY: 0000313616 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 591995548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 305B2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-135780 FILM NUMBER: 071288380 BUSINESS ADDRESS: STREET 1: 2099 PENNSYLVANIA AVE N.W., 12TH FLOOR CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 2028280850 MAIL ADDRESS: STREET 1: 2099 PENNSYLVANIA AVE. N.W., 12TH FLOOR CITY: WASHINGTON STATE: DC ZIP: 20006 FORMER COMPANY: FORMER CONFORMED NAME: DMG INC DATE OF NAME CHANGE: 19850221 305B2 1 d305b2.htm FORM 305B2 Form 305B2

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)  x

 


THE BANK OF NEW YORK TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

 


 

  95-3571558

(Jurisdiction of incorporation

if not a U.S. national bank)

 

(I.R.S. Employer

Identification No.)

 

700 South Flower Street,

Suite 500

Los Angeles, CA

  90017
(Address of principal executive offices)   (Zip code)

Mildred Quinones Holmes

Legal Department

The Bank of New York Trust Company, N.A.

One Wall Street, 29th Floor

New York, NY 10286

(212) 635-1889

(Name, address and telephone number of agent for service)

 


DANAHER CORPORATION

(Exact name of obligor as specified in its charter)

 


 

Delaware   59-1995548

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

2099 Pennsylvania Ave., N.W., 12th Floor

Washington, D.C.

  20006-1813
(Address of principal executive offices)   (Zip code)

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. 20219

Federal Reserve Bank, San Francisco, California 94105

Federal Deposit Insurance Corporation, Washington, D.C., 20429

 

  (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 articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948).

 

  2. A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

 

  3. A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948).

 

  4. A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948).

 

  6. The consent of the trustee required by Section 321(b) of the Act.

 

  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 Trust Indenture Act of 1939, as amended, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Chicago, and State of Illinois on the 30th day of November, 2007.

 

THE BANK OF NEW YORK TRUST COMPANY, N.A.
By:  

/s/ Benita A. Vaughn

Name:   Benita A. Vaughn
Title:   Vice President


EXHIBIT 6

The consent of the Trustee required by Section 321 (b) of the Act

November 30, 2007

Securities and Exchange Commission

Washington, D.C. 20549

Ladies and Gentlemen:

In connection with the qualification of an indenture between Danaher Corporation and The Bank of New York Trust Company, N.A., as trustee, the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that the reports of examinations of the undersigned, made by Federal, State, Territorial, or District authorities authorized to make such examinations, may be furnished by such authorities to the Securities and Exchange Commission upon its request.

 

The Bank of New York Trust Company, N. A.
By:  

/s/ Benita A. Vaughn

Name:   Benita A. Vaughn
Title:   Vice President
EX-7 2 dex7.htm EXHIBIT 7 Exhibit 7

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK TRUST COMPANY, N.A.

of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

At the close of business September 30, 2007, published in accordance with Federal regulatory authority instructions.

 

     Dollar Amounts
in Thousands
ASSETS   

Cash and balances due from depository institutions:

  

Noninterest-bearing balances and currency and coin

     11,268

Interest-bearing balances

     0

Securities:

  

Held-to-maturity securities

     40

Available-for-sale securities

     115,996

Federal funds sold and securities purchased under agreements to resell:

  

Federal funds sold

     49,900

Securities purchased under agreements to resell

     108,174

Loans and lease financing receivables:

  

Loans and leases held for sale

     0

Loans and leases, net of unearned income

     0

LESS: Allowance for loan and lease losses

     0

Loans and leases, net of unearned income and allowance

     0

Trading assets

     0

Premises and fixed assets (including capitalized leases)

     12,972

Other real estate owned

     0

Investments in unconsolidated subsidiaries and associated companies

     0

Not applicable

  

Intangible assets:

  

Goodwill

     871,685

Other Intangible Assets

     308,586

Other assets

     148,668
      

Total assets

   $ 1,627,289
      

 


 

LIABILITIES   

Deposits:

  

In domestic offices

   2,567

Noninterest-bearing

   2,567

Interest-bearing

   0

Not applicable

  

Federal funds purchased and securities sold under agreements to repurchase:

  

Federal funds purchased

   0

Securities sold under agreements to repurchase

   0

Trading liabilities

   0

Other borrowed money:

  

(includes mortgage indebtedness and obligations under capitalized leases)

   168,691

Not applicable

  

Not applicable

  

Subordinated notes and debentures

   0

Other liabilities

   148,215

Total liabilities

   319,473

Minority interest in consolidated subsidiaries

   0
EQUITY CAPITAL   

Perpetual preferred stock and related surplus

   0

Common stock

   1,000

Surplus (exclude all surplus related to preferred stock)

   1,121,520

Retained earnings

   184,893

Accumulated other comprehensive income

   403

Other equity capital components

   0

Total equity capital

   1,307,816
    

Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)

   1,627,289
    

I, Karen Bayz, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

 

Karen Bayz    )   Vice President            

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date 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 instructions issued by the appropriate Federal regulatory authority and is true and correct.

 

Michael K. Klugman, President    )     
Frank P. Sulzberger, MD    )    Directors (Trustees)  
William D. Lindelof, VP    )     
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