EX-25.1 7 f74092ex25-1.txt EXHIBIT 25.1 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) [ ] LASALLE BANK NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 36-0884183 (I.R.S. Employer Identification No.) 135 South LaSalle Street, Chicago, Illinois 60603 (Address of principal executive offices) (Zip Code) ----------------------- Willie J. Miller, Jr. Group Senior Vice President Chief Legal Officer and Secretary Telephone: (312) 904-2018 135 South LaSalle Street, Suite 925 Chicago, Illinois 60603 (Name, address and telephone number of agent for service) ----------------------- LAM RESEARCH CORPORATION (Exact name of obligor as specified in its charter) Delaware 94-2634797 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4650 Cushing Parkway Fremont, California 94538 (Address of principal executive offices) (Zip Code) ----------------------- 4% Convertible Subordinated Notes Due June 1, 2006 (Title of the indenture securities) 2 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. 1. Comptroller of the Currency, Washington D.C. 2. Federal Deposit Insurance Corporation, Washington, D.C. 3. The Board of Governors of the Federal Reserve Systems, Washington, D.C. (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. Not Applicable *Pursuant to General Instruction B, the trustee has responded only to items 1, 2 and 16 of this form since to the best knowledge of the trustee the obligor is not in default under any indenture under which the trustee is a trustee. 3 ITEM 16. LIST OF EXHIBITS. List below all exhibits filed as part of this statement of eligibility and qualification. 1. A copy of the Articles of Association of LaSalle Bank National Association now in effect. (incorporated herein by reference to Exhibit 1 filed with Form T-1 filed with the Current Report on Form 8-K, dated June 29, 2000, in File No. 333-61691). 2. A copy of the certificate of authority to commence business (incorporated herein by reference to Exhibit 2 filed with Form T-1 filed with the Current Report on Form 8-K, dated June 29, 2000, in File No. 333-61691). 3. A copy of the authorization to exercise corporate trust powers (incorporated herein by reference to Exhibit 3 filed with Form T-1 filed with the Current Report on Form 8-K, dated June 29, 2000, in File No. 333-61691). 4. A copy of the existing By-Laws of LaSalle Bank National Association (incorporated herein by reference to Exhibit 4 filed with Form T-1 filed with the Current Report on Form 8-K, dated June 29, 2000, in File No. 333-61691). 5. Not applicable. 6. The consent of the trustee required by Section 321(b) of the Trust Indenture Act of 1939 (incorporated herein by reference to Exhibit 6 filed with Form T-1 filed with the Current Report on Form 8-K, dated June 29, 2000, in File No. 333-61691). 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. 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, LaSalle Bank National Association, a corporation 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, State of Illinois, on the 24th day of July, 2001. LASALLE BANK NATIONAL ASSOCIATION By: /s/ RUSSELL C. BERGMAN --------------------------------- Russell C. Bergman First Vice President 4 Exhibit 7. Report of Condition of the Trustee LaSalle Bank N.A. Call Date: 3/31/2001 ST-BK: 17-1520 FFIEC 031 135 South LaSalle Street RC-1 Chicago, IL 60603 Vendor ID: D CERT: 15407
Transit Number: 71000505 Consolidated Report of Condition for Insured Commercial and State-Chartered Savings Banks for March 31 , 2001 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter. Schedule RC - Balance Sheet
Dollar Amounts in Thousands ------------------------------------------------------------------------------------------------------------------------------------ ASSETS 1. Cash and balances due from depository institutions (from Schedule RC-A): RCFD a. Noninterest-bearing balances and currency and coin(1) 0081 1,080,311 1.a b. Interest-bearing balances(2) 0071 55,458 1.b 2. Securities: a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 665,587 2.a b. Available-for-sale securities (from Schedule RC-B, column D) 1773 14,402,952 2.b 3. Federal funds sold and securities purchased under agreements to resell 1350 1,820,079 3. 4. Loans and lease financing receivables: a. Loans and leases held for sale 5369 112,079 4.a b. Loans and leases, net of unearned income (from Schedule RC-C) 2122 31,530,369 4.b c. LESS: Allowance for loan and lease losses 3128 436,799 4.c d. Loans and leases, net of unearned income, allowance, and reserve (item 4.a minus 4.b and 4.c) 2125 31,093,570 4.d 5. Trading assets (from Schedule RC-D) 3545 335,536 5. 6. Premises and fixed assets (including capitalized leases) 2145 276,523 6. 7. Other real estate owned (from Schedule RC-M) 2150 4,093 7. 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) 2130 0 8. 9. Customers' liability to this bank on acceptances outstanding 2155 17,200 9. 10. Intangible assets (from Schedule RC-M) a. Goodwill 3163 180,767 10.a b. Other Intangible assets 0426 414,318 10.b 11. Other assets (from Schedule RC-F) 2160 2,138,331 11. 12. Total assets (sum of items 1 through 11) 2170 52,596,804 12. 52,596,804
---------------- (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held for trading. 5 LaSalle Bank N.A. Call Date: 3/31/2001 ST-BK: 17-1520 FFIEC 031 135 South LaSalle Street RC- 2 Chicago, IL 60603 Vendor ID: D CERT: 15407
Transit Number: 71000505
Dollar Amounts in Thousands ----------------------------------------------------------------------------------------------------------------------------- LIABILITIES 13. Deposits: a. In domestic offices (sum of totals of RCON columns A and C from Schedule RC-E, part I) 2200 25,980,885 13.a RCON (1) Noninterest-bearing (1) 6631 3,502,938 13.a.1 (2) Interest-bearing 6636 22,477,947 13.a.2 25,980,885 RCFN b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II) 2200 4,094,415 13.b RCFN (1) Noninterest-bearing 6631 0 13.b.1 (2) Interest-bearing 6636 4,094,415 13.b.2 RCFD 14. Federal funds purchased and securities sold under agreements to repurchase 2800 4,782,914 14. 15. (from Schedule RC-D) 3548 118,214 15 16. Other borrowed money (includes mortgage indebtedness and obligations under 3190 11,564,626 16 capitalized leases): From schedule RC-M 17. Not applicable. 18. Bank's liability on acceptances executed and outstanding 2920 17,200 18. 19. Subordinated notes and debentures (2) 3200 836,000 19. 20. Other liabilities (from Schedule RC-G) 2930 1,691,113 20. 21. Total liabilities (sum of items 13 through 20) 2948 49,085,367 21. 49,085,367 22. Minority Interest in consolidated subsidiaries 3000 0 22. EQUITY CAPITAL RCFD 23. Perpetual preferred stock and related surplus 3838 135,410 23. 24. Common stock 3230 41,234 24. 25. Surplus (exclude all surplus related to preferred stock) 3839 1,903,169 25. 26. a. Retained Earnings 3632 1,393,571 26.a b. Accumulated Other Comprehensive income.(3) B530 38,053 26.b 27. Other Equity capital components (4) 3284 0 27. 28. Total equity capital (sum of items 23 through 27) 3210 3,511,437 28. 3,511,437 29. Total liabilities, minority interest, and equity capital 3300 52,596,804 29. (sum of items 21, 22, and 28) Memorandum To be reported only with the March Report of Condition. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent RCFD Number external auditors as of any date during 1999 6724 2 M.1 1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank accounting firm. (may be required by state chartering 2 = Independent audit of the bank's parent holding company authority) conducted in accordance with generally accepted auditing 5 = Directors' examination of the bank performed by other standards by a certified public accounting firm which external auditors (may be required by state chartering submits a report on the consolidated holding company (but authority) not on the bank separately) 6 = Review of the bank's financial statements by external auditors 3 = Attestation on bank managements assertion on the effectiveness of the internal control over financial reporting by a certified public accounting firm with generally accepted auditing standards. 7 = Compilation of the bank's financial statements by external auditors 8 = Other audit procedures (excluding tax preparation work) 9 = No external audit work
---------------- (1) Includes total demand deposits and noninterest-bearing time and savings deposits. (2) Includes limited-life preferred stock and related surplus. (3) Includes net unrealized holding gains(losses) on available for sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments. (4) Includes treasury stock and unearned Employee Stock Ownership plan shares.