EX-25.1 25 b321831ex25_1.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)___ --------------------------- REGIONS BANK (Exact name of trustee as specified in its charter) Alabama State Banking Corporation 63-0371391 (I.R.S. employer identification number) 417 North 20th Street 35202 Birmingham, Alabama (Zip Code) (Address of principal executive offices) Robert B. Rinehart Regions Bank 60 Commerce Street Montgomery, Alabama 36104 (334) 230-6120 (Name, address and telephone number of agent for service) NDCHEALTH CORPORATION (Exact name of obligor as specified in its charter) Delaware 58-0977458 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) SUBSIDIARY GUARANTORS LISTED ON SCHEDULE A HERETO (Exact name of obligors as specified in their charters) NDC Plaza 30329-2010 Atlanta, Georgia (Zip code) (Address of principal executive offices) 10 1/2% Senior Subordinated Notes Due 2012 (Title of Indenture Securities) EXHIBIT 25.1 Schedule A
State or Other Jurisdication I.R.S. Employer Subsidiary Guarantors of Incorporation Identification No. ---------------------------------------------- ---------------------------- ------------------ NDC Health Information Services (Arizona) Inc. Delaware 94-3018063 The Computer Place, Inc. Arizona 86-0449752 NDCHealth Intellectual Property Corp. Delaware 46-0495070 HISIP Corp. Delaware 98-0281426 NDCIP, Inc. Delaware 98-0385353 NDCHealth Licensing, Inc. Delaware 98-0385367 NDC Acquisition Corp. Delaware 56-2306665 NDC of Canada, Inc. Delaware 01-0721703 TechRx Incorporated Pennsylvania 25-1685941
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. Federal Reserve Bank of Atlanta, Atlanta, Georgia Alabama State Banking Department, Montgomery Alabama (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations With the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. Item 16. List of exhibits. The additional exhibits listed below are filed herewith: (Exhibits, if any, identified in parentheses are on file with the Commission and are incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29 under the Trust Indenture Act of 1939, as amended, and Rule 24 of the Commissions Rules of Practice.) 1a. Restated Articles of Incorporation of the Trustee. (Exhibit 1 to Form T-1, Registration No. 22-21909). 1b. Articles of Amendment to Restated Articles of Incorporation of the Trustee. (Exhibit 1b to Form T-1, filed in connection with the Current Report on Form 8-K of BellSouth Telecommunications, Inc. dated October 9, 1997). 2. Not Applicable. 3. Authorization of the Trustee to exercise corporate trust powers (Exhibit 3 to Form T-1, Registration No. 22-21909). 4. Bylaws of the Trustee. (Exhibit 4 to Form T-1, Registration No. 33-60351). 5. Not applicable. 6. Consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, as amended. 7. Latest report of condition of the Trustee published pursuant to law or the requirements of its supervising or examining authority as of the close of business on September 30, 2002. 8. Not applicable. 9. Not applicable. 2 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Regions Bank, a state banking corporation organized and existing under the laws of the State of Alabama, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Montgomery and State of Alabama, on the 20th day of March, 2003. REGIONS BANK By: /s/Robert B. Rinehart ------------------------------- Robert B. Rinehart Senior Vice President and Corporate Trust Manager EXHIBIT 6 TO FORM T-1 CONSENT OF TRUSTEE Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, as amended, in connection with the proposed issue of senior subordinated notes by NDCHealth Corporation, we hereby consent that reports of examination by Federal, State, Territorial or district authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefore. REGIONS BANK By: /s/Robert B. Rinehart ------------------------------- Robert B. Rinehart Senior Vice President and Corporate Trust Manager Dated: March 20, 2003 EXHIBIT 7 TO FORM T-1 CONSOLIDATED REPORT OF CONDITION OF Regions Bank of 417 North 20th Street, Birmingham, Alambama 35202 and Subsidiaries, a member of the Federal Reserve System, at the close of business September 30, 2002, 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 THOUSANDS ------ -------------- Cash and balance due from depository institutions: Noninterest-bearing balances and currency and coin $1,168,540 Interest-bearing balances 8,996 Securities: Held to maturity securities 7,230 Available for sale securities 8,651,549 Federal Funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's: Federal funds sold and securities purchased under agreements to resell 20,536 Loans and lease financing receivables: Loans and leases held for sale 515,029 Loans and leases, net of unearned income $32,065,482 Less: Allowance for loan and lease losses 435,798 Less: Allocated transfer risk reserve 0 ----------- Loans and leases, net of unearned income, allowance, and reserve 31,629,684 Trading assets 0 Premises and fixes assets (including capitalized leases) 591,605 Other real estate owned 59,103 Investments in unconsolidated subsidiaries and associated companies 127,723 Customers liability to this bank on acceptance outstanding 36,064 Intangible assets: Goodwill 143,900 Other intangible assets 137,475 Other assets 1,047,248 ----------- TOTAL ASSETS $44,144,682 ===========
DOLLAR AMOUNTS LIABILITIES IN THOUSANDS ----------- -------------- Deposits: In domestic offices 28,864,007 Noninterest-bearing 2,788,819 Interest-bearing 26,075,188 ----------- In foreign offices, Edge and Agreement subsidiaries, and IBFs 3,801,853 Noninterest-bearing 0 Interest-bearing 3,801,853 ----------- Federal funds purchased and securities sold under agreements to repurchase 1,724,523 Trading liabilities 0 Other borrowed money 5,241,668 Bank's liability on acceptances executed and outstanding 36,064 Subordinated notes and debentures 47,028 Other liabilities 609,274 TOTAL LIABILITIES 40,324,417 Minority interest in consolidated subsidiaries 156,824 EQUITY CAPITAL -------------- Perpetual Preferred Stock and Related Surplus 0 Common Stock 103 Surplus 1,052,167 Retained earnings 2,241,834 Accumulated other comprehensive income 169,338 Other equity capital components 0 TOTAL EQUITY CAPITAL 3,663,441 ----------- TOTAL LIABILITIES, MINORITY INTEREST AND EQUITY CAPITAL 44,144,682 ===========