EX-25.1 82 j0671201exv25w1.txt EXHIBIT 25.1 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) ------------------------------------------------------- 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) Frank Leslie U.S. Bank National Association 60 Livingston Avenue St. Paul, MN 55107 (651) 495-3913 (Name, address and telephone number of agent for service) General Nutrition Centers, Inc. And the Subsidiary Guarantors listed below (Issuer with respect to the Securities) Delaware 72-1575168 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 300 Sixth Avenue 15222 Pittsburgh, Pennsylvania (Address of Principal Executive Offices) (Zip Code) 8 1/2% SENIOR SUBORDINATED NOTES DUE 2010 (TITLE OF THE INDENTURE SECURITIES) TABLE OF ADDITIONAL REGISTRANTS
Primary Standard Industrial I.R.S. Employer State or Other Jurisdiction of Classification Code Identification No. Name of Additional Registrant* Incorporation or Formation Number Identification No. ------------------------------------- ------------------------------ ------------------- ------------------ Subsidiary Guarantors General Nutrition Companies, Inc. Delaware 5499 04-3056351 General Nutrition Corporation Pennsylvania 5499 25-1124574 General Nutrition Distribution Company Delaware 5122 51-0343436 General Nutrition Distribution, L.P. Delaware 5122 23-2946511 General Nutrition Government Services, Inc. Delaware 5499 25-1797015 General Nutrition, Incorporated Pennsylvania 5499 25-1027307 General Nutrition Investment Company Arizona 6794 51-0313878 General Nutrition International, Inc. Delaware 6794 51-0314976 General Nutrition Sales Corporation Arizona 5499 52-2103619 General Nutrition Systems, Inc. Delaware 5499 51-0393924 GNC (Canada) Holding Company Delaware 5499 25-1787452 GNC Franchising, LLC (f/k/a GNC Franchising, Inc.) Pennsylvania 6794 25-1560212 GNC, Limited Delaware 5499 25-1787453 GNC US Delaware, Inc. Delaware 6794 36-4345801 GN Investment, Inc. Delaware 5499 52-2081543 Informed Nutrition, Inc. Florida 5499 52-2005781 Nutra Manufacturing, Inc. (f/k/a South Carolina 2834 52-1456779 Nutricia Manufacturing USA, Inc.)
* Address and telephone number of principal executive offices are the same as General Nutrition Centers, Inc. 2 FORM T-1 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. 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 Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. ITEM 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification. 1. A copy of the Articles of Association of the Trustee.* 2. A copy of the certificate of authority of the Trustee to commence business.* 3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers.* 4. A copy of the existing bylaws of the Trustee.* 5. A copy of each Indenture referred to in Item 4. 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. Report of Condition of the Trustee as of December 31, 2003, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. * Incorporated by reference to Registration Number 333-67188. 3 NOTE The answers to this statement insofar as such answers relate to what persons have been underwriters for any securities of the obligors within three years prior to the date of filing this statement, or what persons are owners of 10% or more of the voting securities of the obligors, or affiliates, are based upon information furnished to the Trustee by the obligors. While the Trustee has no reason to doubt the accuracy of any such information, it cannot accept any responsibility therefor. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, 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 St. Paul, State of Minnesota on the 7th of April, 2004. U.S. BANK NATIONAL ASSOCIATION By: /s/ Frank P. Leslie III -------------------------------------------- Frank P. Leslie III Vice President By: /s/ Richard H. Prokosch ----------------------------------- Richard H. Prokosch Vice President 4 EXHIBIT 6 CONSENT 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: April 7, 2004 U.S. BANK NATIONAL ASSOCIATION By: /s/ Frank P. Leslie III -------------------------------------------- Frank P. Leslie III Vice President By: /s/ Richard H. Prokosch ----------------------------------- Richard H. Prokosch Vice President 5 EXHIBIT 7 U.S. BANK NATIONAL ASSOCIATION STATEMENT OF FINANCIAL CONDITION AS OF 12/31/2003 ($000'S)
12/31/2003 ------------ ASSETS Cash and Due From Depository Institutions $ 8,631,361 Federal Reserve Stock 0 Securities 42,963,396 Federal Funds 2,585,353 Loans & Lease Financing Receivables 114,718,888 Fixed Assets 1,911,662 Intangible Assets 10,254,736 Other Assets 8,093,654 ------------ TOTAL ASSETS $189,159,050 LIABILITIES Deposits $128,249,183 Fed Funds 5,098,404 Treasury Demand Notes 3,585,132 Trading Liabilities 213,447 Other Borrowed Money 21,664,023 Acceptances 123,996 Subordinated Notes and Debentures 5,953,524 Other Liabilities 5,173,011 ------------ TOTAL LIABILITIES $170,060,720 EQUITY Minority Interest in Subsidiaries $ 1,002,595 Common and Preferred Stock 18,200 Surplus 11,677,397 Undivided Profits 6,400,138 ------------ TOTAL EQUITY CAPITAL $ 19,098,330 TOTAL LIABILITIES AND EQUITY CAPITAL $189,159,050
To the best of the undersigned's determination, as of the date hereof, the above financial information is true and correct. U.S. BANK NATIONAL ASSOCIATION By: /s/ Frank P. Leslie III ---------------------------------- Vice President Date: April 7, 2004 6