EX-25.1 12 l87647aex25-1.txt EXHIBIT 25.1 1 EXHIBIT 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY AND QUALIFICATION 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) NATIONAL CITY BANK (Exact name of Trustee as specified in its charter) 34-0420310 (I.R.S. Employer Identification No.) 1900 East Ninth Street Cleveland, Ohio 44114 (Address of principal executive (zip code) offices) David L. Zoeller Senior Vice President and General Counsel National City Corporation 1900 East Ninth Street Cleveland, Ohio 44114 (216) 575-9313 (Name, address and telephone number of agent for service) MANOR CARE, INC. (Exact name of obligor as specified in its charter) DELAWARE 34-1687107 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 333 North Summit Street Toledo, Ohio 43604 Attn: Mr.Paul Ormond, CEO (Address of principal (zip code) executive offices) SEE TABLE OF ADDITIONAL CO-REGISTRANTS INCLUDED IN THIS REGISTRATION 8% Senior Notes due 2008 2 TABLE OF ADDITIONAL CO-REGISTRANTS
(EXACT NAME OF THE CO-REGISTRANT AS SPECIFIED IN (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER ITS CHARTER) OF INCORPORATION OR IDENTIFICATION NO.) ORGANIZATION) ------------------------------------------------ ------------- ------------------- ALBUQUERQUE ARDEN, LLC Delaware 52-2118781 AMERICAN HOSPITAL BUILDING CORPORATION Delaware 52-0985621 AMERICANA HEALTHCARE CENTER OF PALOS TOWNSHIP, INC. Illinois 53-1352950 AMERICANA HEALTHCARE CORPORATION OF GEORGIA Georgia 37-1087694 AMERICANA HEALTHCARE CORPORATION OF NAPLES Florida 37-1087695 ANCILLARY SERVICES MANAGEMENT, INC. Ohio 34-163874 ANCILLARY SERVICES, LLC Delaware 52-2166500 ANNANDALE ARDEN, LLC Delaware 52-2111069 ARCHIVE ACQUISITION, INC. Maryland 52-1840315 ARCHIVE RETRIEVAL SYSTEMS, INC. Maryland 52-1734402 BAILY NURSING HOME, INC. Pennsylvania 23-1674218 BAINBRIDGE ARDEN, LLC Delaware 52-2098028 BATH ARDEN, LLC Delaware 52-2099206 BINGHAM FARMS ARDEN, LLC Delaware 52-2106495 BIRCHWOOD MANOR, INC. Michigan 38-1719951 BLUE RIDGE REHABILITATION SERVICES, INC. Virginia 54-1508699 BOOTH LIMITED PARTNERSHIP Florida 37-1080797 CANTERBURY VILLAGE, INC. Michigan 38-2032536 CHARLES MANOR, INC. Maryland 52-0902287 CHESAPEAKE MANOR, INC. Maryland 52-0902288 CLAIRE BRIDGE OF ANDERSON, LLC Delaware 39-1973297 CLAIRE BRIDGE OF AUSTIN, LLC Delaware 39-1973318 CLAIRE BRIDGE OF KENWOOD, LLC Delaware 39-1973322 CLAIRE BRIDGE OF SAN ANTONIO, LLC Delaware 39-1973324 CLAIRE BRIDGE OF SUSQUEHANNA, LLC Delaware 39-1973366 CLAIRE BRIDGE OF WARMINSTER, LLC Delaware 39-1973327
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(EXACT NAME OF THE CO-REGISTRANT AS SPECIFIED IN (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER ITS CHARTER) OF INCORPORATION OR IDENTIFICATION NO.) ORGANIZATION) ------------------------------------------------ ------------- ------------------- COLEWOOD LIMITED PARTNERSHIP Maryland 52-1335634 COLONIE ARDEN, LLC Delaware 52-2130894 CRESTVIEW HILLS ARDEN, LLC Delaware 52-2092155 DEKALB HEALTHCARE CORPORATION Delaware 37-1019112 DEVON MANOR CORPORATION Pennsylvania 23-2093337 DISTCO, INC. Maryland 52-0853907 DIVERSIFIED REHABILITATION SERVICES, INC. Michigan 38-2690352 DONAHOE MANOR, INC. Pennsylvania 25-1147049 EAST MICHIGAN CARE CORPORATION Michigan 38-1747681 EMERSON SPRINGHOUSE, LLC Delaware 52-2099201 EXECUTIVE ADVERTISING, INC. Maryland 52-0912751 EYE-Q NETWORK, INC. Ohio 34-1760305 FIRST LOUISVILLE ARDEN, LLC Delaware 52-2092159 FOUR SEASONS NURSING CENTERS, INC. Delaware 73-0783484 FRESNO ARDEN, LLC Delaware 52-2098630 GENEVA ARDEN, LLC Delaware 52-2124930 GEORGIAN BLOOMFIELD, INC. Michigan 38-1982410 GREENVIEW MANOR, INC. Michigan 38-6062040 HANOVER ARDEN, LLC Delaware 52-2098633 HCR ACQUISITION CORPORATION Ohio 34-1848444 HCR HOME HEALTH CARE AND HOSPICE, INC. Ohio 34-1787978 HCR HOSPITAL HOLDING COMPANY, INC. Nevada 92-2038485 HCR HOSPITAL, LLC Nevada 91-2039256 HCR INFORMATION CORPORATION Ohio 31-1494764 HCR MANORCARE MEDICAL SERVICES OF FLORIDA, INC. Florida 65-0666550 HCR MANORCARE MESQUITE, L.P. Delaware 52-2229490 HCR PHYSICIAN MANAGEMENT SERVICES, INC. Florida 58-2242001 HCR REHABILITATION CORP. Ohio 34-1720345
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(EXACT NAME OF THE CO-REGISTRANT AS SPECIFIED IN (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER ITS CHARTER) OF INCORPORATION OR IDENTIFICATION NO.) ORGANIZATION) ------------------------------------------------ ------------- ------------------- HCRA OF TEXAS, INC. Texas 74-2788668 HCRC INC. Delaware 22-2784172 HEALTH CARE AND RETIREMENT CORPORATION OF AMERICA Ohio 34-4402510 HEALTHCARE CONSTRUCTION CORP. North Carolina 52-1519915 HEARTLAND CAREPARTNERS, INC. Ohio 34-1838217 HEARTLAND EMPLOYMENT SERVICES, INC. Ohio 34-1903270 HEARTLAND HOME CARE, INC. Ohio 34-1787895 HEARTLAND HOME HEALTH CARE SERVICES, INC. Ohio 34-1787967 HEARTLAND HOSPICE SERVICES, INC. Ohio 34-1788398 HEARTLAND MANAGEMENT SERVICES, INC. Ohio 34-1808700 HEARTLAND MEDICAL INFORMATION SERVICES, INC. Ohio 31-1488831 HEARTLAND REHABILITATION SERVICES OF FLORIDA, INC. Florida 59-2504386 HEARTLAND REHABILITATION SERVICES, INC. Ohio 34-1280619 HEARTLAND SERVICES CORP. Ohio 34-1760503 HERBERT LASKIN, RPT - JOHN MCKENZIE, RPT PHYSICAL THERAPY PROFESSIONAL ASSOCIATES, INC. New Jersey 22-2137595 HGCC OF ALLENTOWN, INC. Tennessee 23-2244532 IN HOME HEALTH, INC. Minnesota 41-1458213 INDUSTRIAL WASTES, INC. Pennsylvania 25-1264509 IONIA MANOR, INC. Michigan 38-1749970 JACKSONVILLE HEALTHCARE CORPORATION Delaware 37-1069936 JEFFERSON ARDEN, LLC Delaware 52-2111068 KANSAS SKILLED NURSING, LLC Delaware 52-2124929 KENSINGTON MANOR, INC. Florida 59-1289690 KENWOOD ARDEN, LLC Delaware 52-2116657 KNOLLVIEW MANOR, INC. Michigan 38-1724149 LAKE ZURICH ARDEN, LLC Delaware 52-2098619 LAURELDALE ARDEN, LLC Delaware 52-2124931 LEADER NURSING AND REHABILITATION CENTER OF BETHEL PARK, INC. Delaware 52-1462046
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(EXACT NAME OF THE CO-REGISTRANT AS SPECIFIED IN (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER ITS CHARTER) OF INCORPORATION OR IDENTIFICATION NO.) ORGANIZATION) ------------------------------------------------ ------------- ------------------- LEADER NURSING AND REHABILITATION CENTER OF GLOUCESTER, INC. Maryland 52-1352949 LEADER NURSING AND REHABILITATION CENTER OF SCOTT TOWNSHIP, INC. Delaware 52-1462056 LEADER NURSING AND REHABILITATION CENTER OF VIRGINIA INC. Virginia 52-1363206 LEXINGTON ARDEN, LLC Delaware 52-2092157 LINCOLN HEALTH CARE, INC. Ohio 34-1352822 LINWOOD ARDEN, LLC Delaware 52-2098962 LIVONIA ARDEN, LLC Delaware 52-2104704 MANOR CARE AVIATION, INC. Delaware 52-1462072 MANOR CARE MANAGEMENT CORPORATION Delaware 52-2004467 MANOR CARE OF AKRON, INC. Ohio 52-0970447 MANOR CARE OF AMERICA, INC Delaware 52-1200376 MANOR CARE OF ARIZONA, INC. Delaware 52-1751861 MANOR CARE OF ARLINGTON, INC. Virginia 52-1067426 MANOR CARE OF BOCA RATON, INC. Florida 52-1297340 MANOR CARE OF BOYNTON BEACH, INC. Florida 52-1288882 MANOR CARE OF CANTON, INC. Ohio 52-1019576 MANOR CARE OF CENTERVILLE, INC Delaware 52-1933544 MANOR CARE OF CHARLESTON, INC. South Carolina 52-1187059 MANOR CARE OF CINCINNATI, INC. Ohio 52-0943592 MANOR CARE OF COLUMBIA, INC. South Carolina 52-0940578 MANOR CARE OF DARIEN, INC. Connecticut 52-1934884 MANOR CARE OF DELAWARE COUNTY, INC. Delaware 52-1916053 MANOR CARE OF DUNEDIN, INC. Florida 52-1252397 MANOR CARE OF FLORIDA, INC. Florida 52-1479084 MANOR CARE OF HINSDALE, INC. Illinois 52-0970446 MANOR CARE OF KANSAS, INC. Delaware 52-1462071 MANOR CARE OF KINGSTON COURT, INC. Pennsylvania 52-1314648 MANOR CARE OF LARGO, INC. Maryland 52-1065213
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EXACT NAME OF THE CO-REGISTRANT AS SPECIFIED IN (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER ITS CHARTER) OF INCORPORATION OR IDENTIFICATION NO.) ORGANIZATION) ----------------------------------------------- ------------- ------------------- MANOR CARE OF LEXINGTON, INC. South Carolina 52-1048770 MANOR CARE OF MEADOW PARK, INC. Washington 52-1339998 MANOR CARE OF MIAMISBURG, INC Delaware 52-1708219 MANOR CARE OF NORTH OLMSTEAD, INC. Ohio 52-0970448 MANOR CARE OF PINEHURST, INC. North Carolina 52-1069744 MANOR CARE OF PLANTATION, INC. Florida 52-1383874 MANOR CARE OF ROLLING MEADOWS, INC. Illinois 52-1077856 MANOR CARE OF ROSSVILLE, INC. Maryland 52-1077857 MANOR CARE OF SARASOTA, INC. Florida 52-1252364 MANOR CARE OF WILLOUGHBY, INC. Ohio 52-0970449 MANOR CARE OF WILMINGTON, INC. Delaware 52-1252362 MANOR CARE OF YORK (NORTH), INC. Pennsylvania 52-1314645 MANOR CARE OF YORK (SOUTH), INC. Pennsylvania 52-1314644 MANOR CARE PROPERTIES, INC. Delaware 52-2061834 MANOR LIVING CENTERS, INC. Delaware 52-1465781 MANORCARE HEALTH SERVICES OF BOYNTON BEACH, INC. Delaware 52-2055100 MANORCARE HEALTH SERVICES OF GEORGIA, INC. Delaware 52-2055102 MANORCARE HEALTH SERVICES OF NORTHHAMPTON COUNTY, Pennsylvania 52-2004471 INC. MANORCARE HEALTH SERVICES OF VIRGINIA, INC. Delaware 52-2002773 MANORCARE HEALTH SERVICES, INC. Delaware 52-0886946 MARINA VIEW MANOR, INC. Wisconsin 39-1164707 MCHS OF NEW YORK, INC. New York 52-2071500 MEDICAL AID TRAINING SCHOOLS, INC. Delaware 52-0963178 MEDI-SPEECH SERVICE, INC. Michigan 38-2343280 MEMPHIS ARDEN, LLC Delaware 52-2098029 MESQUITE HOSPITAL, LLC Delaware 52-2229486 METUCHEN ARDEN, LLC Delaware 52-2098964 MIDDLETOWN ARDEN, LLC Delaware 52-2098965
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EXACT NAME OF THE CO-REGISTRANT AS SPECIFIED IN (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER ITS CHARTER) OF INCORPORATION OR IDENTIFICATION NO.) ORGANIZATION) ----------------------------------------------- ------------- ------------------- MID-SHORE PHYSICAL THERAPY ASSOCIATES, INC. New Jersey 22-2575292 MILESTONE HEALTH SYSTEMS, INC. Texas 75-2245197 MILESTONE HEALTHCARE, INC. Delaware 75-2592398 MILESTONE REHABILITATION SERVICES, INC. Texas 75-2190857 MILESTONE STAFFING SERVICES, INC. Texas 74-2963093 MILESTONE THERAPY SERVICES, INC. Texas 75-2406307 MNR FINANCE CORP. Delaware 51-0348281 MONROE ARDEN, LLC Delaware 52-2098969 MOORESTOWN ARDEN, LLC Delaware 52-2098971 MRC REHABILITATION, INC. Florida 59-3357644 MRS, INC. Delaware 52-1164725 NAPA ARDEN, LLC Delaware 52-2108866 NASHVILLE ARDEN, LLC Delaware 52-2111070 NEW MANORCARE HEALTH SERVICES, INC. Delaware 52-2053999 NISHAYUNA ARDEN, LLC Delaware 52-2107731 OVERLAND PARK ARDEN, LLC Delaware 52-2099492 OVERLAND PARK SKILLED NURSING, LLC Delaware 52-2098627 PEAK REHABILITATION, INC. Delaware 52-1833202 PERRYSBURG PHYSICAL THERAPY, INC Ohio 34-1363071 PHYSICAL, OCCUPATIONAL, AND SPEECH THERAPY, INC. Florida 59-3377552 PNEUMATIC CONCRETE, INC. Tennessee 62-0716951 PORTFOLIO ONE, INC. New Jersey 22-1604502 REHABILITATION ADMINISTRATION CORPORATION Kentucky 61-1295825 REHABILITATION ASSOCIATES, INC. New Jersey 22-3290567 REHABILITATION SERVICES OF ROANOKE, INC. Virginia 54-0993013 REINBOLT & BURKAM, INC. Ohio 34-1479648 RICHARDS HEALTHCARE, INC. Texas 76-0339241 RIDGEVIEW MANOR, INC. Michigan 38-1734212
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EXACT NAME OF THE CO-REGISTRANT AS SPECIFIED IN (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER ITS CHARTER) OF INCORPORATION OR IDENTIFICATION NO.) ORGANIZATION) ----------------------------------------------- ------------- ------------------- ROANOKE ARDEN, LLC Delaware 52-2104706 ROCKFORD ARDEN, LLC Delaware 52-2098626 ROCKLEIGH ARDEN, LLC Delaware 52-2098984 ROLAND PARK NURSING CENTER, INC. Maryland 52-1890169 RVA MANAGEMENT SERVICES, INC. Ohio 34-1791517 SAN ANTONIO ARDEN, LLC Delaware 52-2106496 SECOND LOUISVILLE ARDEN, LLC Delaware 52-2092161 SETAUKET ARDEN, LLC Delaware 52-2107732 SILVER SPRING - WHEATON NURSING HOME, INC. Maryland 53-0245649 SILVER SPRING ARDEN, LLC Delaware 52-2107728 SPRINGHILL MANOR, INC. Michigan 38-1890497 STEWALL CORPORATION Maryland 52-0798475 STRATFORD MANOR, INC. Virginia 52-0902020 STUTEX CORP. Texas 52-0884091 SUN VALLEY MANOR, INC. Michigan 38-1798425 SUSQUEHANNA ARDEN LLC Delaware 52-2124933 TAMPA ARDEN, LLC Delaware 52-2113270 THE NIGHTINGALE NURSING HOME, INC. Pennsylvania 23-1719762 THERAPY ASSOCIATES, INC. Virginia 54-1234646 THERASPORT PHYSICAL THERAPY, INC. Michigan 38-3324355 THREE RIVERS MANOR, INC. Michigan 38-2479940 TOM'S RIVER ARDEN, LLC Delaware 52-2098987 TOTALCARE CLINICAL LABORATORIES, INC. Delaware 52-1740933 TUSCAWILLA ARDEN, LLC Delaware 52-2092162 TUSTIN ARDEN, LLC Delaware 52-2108869 WALL ARDEN, LLC Delaware 52-2098990 WARMINSTER ARDEN LLC Delaware 52-2124931 WASHTENAW HILLS MANOR, INC. Michigan 38-2686882
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EXACT NAME OF THE CO-REGISTRANT AS SPECIFIED IN (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER ITS CHARTER) OF INCORPORATION OR IDENTIFICATION NO.) ORGANIZATION) ----------------------------------------------- ------------- ------------------- WAYNE ARDEN, LLC Delaware 52-2098991 WAYNE SPRINGHOUSE, LLC Delaware 52-2099204 WEST DEPTFORD ARDEN, LLC Delaware 52-2098993 WEST ORANGE ARDEN, LLC Delaware 52-2099197 WEST ORANGE SPRINGHOUSE, LLC Delaware 52-2099205 WEST WINDSOR ARDEN, LLC Delaware 52-2099198 WHITEHALL MANOR, INC. Michigan 38-2189772 WILLIAMS VILLE ARDEN, LLC Delaware 52-2107735
10 GENERAL 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. The Federal Reserve Bank of Cleveland, Cleveland, Ohio Federal Deposit Insurance Corporation, Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. National City Bank is authorized to exercise corporate trust powers. 2. Affiliations with obligor. If the obligor is an affiliate of the trustee, describe such affiliation. NONE 16. List of exhibits (1) A copy of the Articles of Association of the Trustee. Incorporated herein by reference is Charter No. 786 Merger No. 1043 the Articles of Association of National City Bank, which Articles of Association were included as a part of Exhibit 1 to Form T-1 filing made by said National City Bank with the Securities and Exchange Commission in November 1973 (File No. 2-49786). Incorporated herein by reference is an amendment to the Articles of Association of National City Bank, which amendment was included as a part of Exhibit 1 to Form T-1 filing made by said National City Bank with the Securities and Exchange Commission in April 1996 (File No. 333-02761) (2) A copy of the certificate of authority of the Trustee to commence business: (a) a copy of the certificate of NCB National Bank to commence business. 11 Incorporated herein by reference is a true and correct copy of the certificate issued by the Comptroller of the Currency under date of April 26, 1973, whereby NCB National Bank was authorized to commence the business of banking as a National banking Association, which true copy of said Certificate was included as Exhibit 2(a) to Form T-1 filing made by said National City Bank with the Securities and Exchange Commission in November 1973 (File 2-49786) (b) a copy of the approval of the merger of The National City Bank of Cleveland into NCB National Bank under the charter of NCB National Bank and under the title "National City Bank." Incorporated herein by reference is a true and correct copy of the certificate issued by the Comptroller of the Currency under date of April 27, 1973, whereby the National City Bank of Cleveland was merged into NCB National Bank, which true copy of said certificate was included as Exhibit 2(b) to Form T-1 filing made by said National City Bank with the Securities and Exchange Commission in November 1973 (File 2-49786). (3) A copy of the authorization of the Trustee to exercise corporate trust powers. Incorporated herein by reference is a true and correct copy of the certificate dated April 13, 1973 issued by the Comptroller of the Currency whereby said National City Bank has been granted the right to exercise certain trust powers, which true copy of said certificate was included as Exhibit 3 to Form T-1 filing made by said National City Bank with the Securities and Exchange Commission in November 1973 (File 2-49786). (4) A copy of existing By-Laws of the Trustee. Incorporated herein by reference is a true and correct copy of the National City Bank By-Laws as amended through January 1, 1993. This true copy of said By-Laws was included as Exhibit 4 to Form T-1 filing made by National City Bank with the Securities and Exchange Commission in March, 1995 (File 22-26594). (5) Not applicable. 12 (6) Consent of the United States Institutional Trustee required by Section 321(b) of the Act. Attached hereto as Exhibit 6 is the Consent of the Trustee in accordance with Section 321 (b) of the Trust Indenture Act of 1939 as amended. (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. Attached hereto as Exhibit 7 is the latest report of condition of National City Bank. (8) Not applicable. (9) Not applicable. 13 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, National City Bank, a national 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 Cleveland, and State of Ohio, on the 3rd day of April, 2001. NATIONAL CITY BANK By:/s/ Christine Robinette ----------------------- Christine Robinette Vice President 14 CONSENT In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, and to the extent required thereby to enable it to act as an indenture trustee, National City Bank hereby consents as of the date hereof that reports of examinations of it by the Treasury Department, the Comptroller of the Currency, the Board of Governors of the Federal Reserve Banks, the Federal Deposit Insurance Corporation or of any other Federal or State authority having the right to examine National City Bank, may be furnished by similar authorities to the Securities and Exchange Commission upon request thereon. NATIONAL CITY BANK By: /s/ Christine Robinette ----------------------- Christine Robinette Vice President