EX-25.1 10 a2198108zex-25_1.htm EXHIBIT 25.1
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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) o



THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)

 
   
New York
(State of incorporation
if not a U.S. national bank)
  13-5160382
(I.R.S. employer
identification no.)

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

 

10286
(Zip code)



DJO Finance LLC

DJO Finance Corporation
(Exact name of obligor as specified in its charter)

See table of additional guarantors

 
   
Delaware   20-5653965

Delaware
(State or other jurisdiction of
incorporation or organization)

 

20-5653825
(I.R.S. employer
identification no.)

1430 Decision Street
Vista, CA

(Address of principal executive offices)

 

92081
(Zip code)



107/8% Senior Notes Due 2014

Guarantees of 107/8% Senior Notes Due 2014

(Title of the indenture securities)


Table of Additional Guarantors

Exact Name of Registrant
Guarantor as Specified in its Charter
  State or
Other Jurisdiction
of Incorporation
or Organization
  I.R.S. Employer
Identification
Number
  Address, Including Zip Code
and Telephone Number,
Including Area Code,
of Registrant Guarantor's
Principal Executive Offices

DJO, LLC

  Delaware     52-2165554   1430 Decision Street
Vista, California 92081
800-336-5690

Encore Medical, LP

  Delaware     74-2863979   9800 Metric Boulevard
Austin, Texas 78758
800-336-5690

Encore Medical Partners, LLC

  Nevada     20-0295933   9800 Metric Boulevard
Austin, Texas 78758
800-336-5690

Encore Medical GP, LLC

  Nevada     74-3020852   9800 Metric Boulevard
Austin, Texas 78758
800-336-5690

Encore Medical Asset Corporation

  Nevada     74-3020851   1430 Decision Street
Vista, California 92081
800-336-5690

Empi, Inc. 

  Minnesota     41-1310335   599 Cardigan Road
St. Paul, Minnesota 55126
800-336-5690

Empi Corp. 

  Minnesota     41-1933682   599 Cardigan Road
St. Paul, Minnesota 55126
800-336-5690
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

  One State Street, New York, N.Y.
10004-1417, and Albany, N.Y.
12223

Federal Reserve Bank of New York

 

33 Liberty Street,
New York, N.Y. 10038

Federal Deposit Insurance Corporation

 

Washington, D.C. 20429

New York Clearing House Association

 

New York, New York 10005

    (b)
    Whether it is authorized to exercise corporate trust powers.

    Yes.

2.
Affiliations with Obligor.

    If the obligor is an affiliate of the trustee, describe each such affiliation.

    None.

2


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 Mellon (formerly known as The Bank of New York, itself 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, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

    4.
    A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-154173).

    6.
    The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).

    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.

3



SIGNATURE

        Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, 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 20th day of April, 2010.

 
   
   
    THE BANK OF NEW YORK MELLON

 

 

By:

 

/s/ MARY MISELIS

        Name: Mary Miselis
Title: Vice President

4


EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

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 December 31, 2009, 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

    2,971,000  
 

Interest-bearing balances

    58,139,000  

Securities:

       
 

Held-to-maturity securities

    4,414,000  
 

Available-for-sale securities

    48,838,000  

Federal funds sold and securities purchased under agreements to resell:

       
 

Federal funds sold in domestic offices

    85,000  
 

Securities purchased under agreements to
resell

    51,000  

Loans and lease financing receivables:

       
 

Loans and leases held for sale

    38,000  
 

Loans and leases, net of unearned income

    25,990,000  
 

LESS: Allowance for loan and
lease losses

    475,000  
 

Loans and leases, net of unearned
income and allowance

    25,515,000  

Trading assets

    4,711,000  

Premises and fixed assets (including capitalized leases)

    1,057,000  

Other real estate owned

    4,000  

Investments in unconsolidated subsidiaries and associated companies

    915,000  

Direct and indirect investments in real estate ventures

    0  

Intangible assets:

       
 

Goodwill

    4,991,000  
 

Other intangible assets

    1,471,000  

Other assets

    11,075,000  
       

Total assets

    164,275,000  
       

 
  Dollar Amounts
In Thousands
 

LIABILITIES

       

Deposits:

       
 

In domestic offices

    60,985,000  
 

Noninterest-bearing

    30,587,000  
 

Interest-bearing

    30,398,000  
 

In foreign offices, Edge and Agreement subsidiaries, and IBFs

    73,119,000  
 

Noninterest-bearing

    2,527,000  
 

Interest-bearing

    70,592,000  

Federal funds purchased and securities sold under agreements to repurchase:

       
 

Federal funds purchased in domestic
offices

    2,043,000  
 

Securities sold under agreements to
repurchase

    11,000  

Trading liabilities

    5,570,000  

Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)

    1,249,000  

Not applicable

       

Not applicable

       

Subordinated notes and debentures

    3,490,000  

Other liabilities

    4,071,000  
       

Total liabilities

    150,538,000  
       

EQUITY CAPITAL

       

Perpetual preferred stock and related
surplus

    0  

Common stock

    1,135,000  

Surplus (exclude all surplus related to preferred stock)

    8,499,000  

Retained earnings

    5,404,000  

Accumulated other comprehensive income

    -1,665,000  

Other equity capital components

    0  

Total bank equity capital

    13,373,000  

Noncontrolling (minority) interests in
consolidated subsidiaries

    364,000  

Total equity capital

    13,737,000  
       

Total liabilities and equity capital

    164,275,000  
       

        I, Thomas P. Gibbons, Chief Financial Officer 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 P. Gibbons,
Chief Financial Officer

        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.

 
   
Gerald L. Hassell    
Robert P. Kelly   Directors
Catherine A. Rein    



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