EX-25 8 l97854aexv25.txt EXHIBIT 25 EXHIBIT 25 FORM T-1 STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT OF 1939 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) BANK ONE, N.A. (EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER) A NATIONAL BANKING ASSOCIATION 31-4148768 (I.R.S. EMPLOYER IDENTIFICATION NUMBER) GLOBAL CORPORATE TRUST SERVICES 1111 POLARIS PARKWAY, SUITE 1K MAIL CODE OH1-0181 COLUMBUS, OHIO 43240-0181 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) BANK ONE, N A 1 BANK ONE PLAZA, 20TH FLOOR MAIL CODE IL1-0120 CHICAGO, ILLINOIS 60670-0120 ATTN: SANDRA L. CARUBA, FIRST VICE PRESIDENT AND COUNSEL, LAW DEPARTMENT (312) 336-9436 (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE) CARDINAL HEALTH, INC. (EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER) OHIO 31-0958666 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER) 7000 CARDINAL PLACE DUBLIN, OHIO 43017 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) DEBT SECURITIES (TITLE OF INDENTURE SECURITIES) 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 Currency, Washington, D.C.; Federal Deposit Insurance Corporation, Washington, D.C.; The Board of Governors of the Federal Reserve System, Washington D.C.; Federal Reserve Bank of Cleveland, Cleveland, Ohio. (b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS. The trustee is authorized to exercise corporate trust powers. ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION. No such affiliation exists with the trustee. ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF ELIGIBILITY. 1. A copy of the articles of association of the trustee now in effect.* 2. A copy of the certificates of authority of the trustee to commence business.* 3. A copy of the authorization of the trustee to exercise corporate trust powers.* 4. A copy of the existing by-laws of the trustee.* 5. Not Applicable. 6. The consent of the trustee required by Section 321(b) of the Act. 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. Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Bank One, N.A., 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 Chicago and State of Illinois, on the 11th day of December, 2002 BANK ONE, N.A., TRUSTEE BY: /s/ SANDRA L. CARUBA ------------------------------ SANDRA L. CARUBA FIRST VICE PRESIDENT * Exhibits 1, 2, 3, and 4 are herein incorporated by reference to Exhibits bearing identical numbers in Item 16 of the Form T-1 of Bank One, N.A., filed in connection with the Form S-3 relating to Cardinal Health, Inc., Securities Exchange Commission File No. 333-62944. EXHIBIT 6 THE CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(b) OF THE ACT December 11, 2002 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: In connection with the qualification of an indenture between Cardinal Health, Inc. and Bank One, N.A., as Trustee, the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that the reports of examinations of the undersigned, made by Federal or State authorities authorized to make such examinations, may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor. Very truly yours, BANK ONE, N.A. BY: /s/ SANDRA L. CARUBA ------------------------------ SANDRA L. CARUBA FIRST VICE PRESIDENT EXHIBIT 7 BANK ONE, NA FFIEC 041 ----------------------------------- RC-1 Legal Title of Bank COLUMBUS --------- ----------------------------------- 10 City --------- OH 43271 =================================== State Zip Code Transmitted to EDS as 0211272 on 10/30/02 at 11:47:54 CST FDIC Certificate Number - 06559 CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED SAVINGS BANKS FOR SEPTEMBER 30, 2002 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 RCON Bil Mil Thou ------------------------------------------------------------------------------------------------------ ---- --- --- ---- ASSETS 1. Cash and balance due from depository institutions (from Schedule RC-A): a. Noninterest-bearing balance and currency and coin (1) ........................................ 0081 2,020,000 1.a b. Interest-bearing balances(2) ................................................................. 0071 627,000 1.b 2. Securities: a. Held-to-maturity securities (from Schedule RC-B, column A) ................................... 1754 0 2.a b. Available-for-sale securities (from Schedule RC-B, column A) ................................. 1773 4,341,000 2.b 3. Federal funds sold and securities purchased under agreements to resell: a. FEDERAL FUNDS SOLD ........................................................................... B987 0 3.a b. SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL (3) .......................................... B989 3,854,000 3.b 4. Loans and lease financing receivables (from Schedule RC-C): a. Loans and leases held for sale ............................................................... 5369 2,681,000 4.a b. Loans and leases net of unearned income ......................................B528 38,063,000 4.b c. LESS: Allowance for loan and lease losses ....................................3123 658,000 4.c d. Loans and leases net of unearned income and allowance (item 4.b minus 4.c) ................... B529 37,405,000 4.d 5. Trading assets (from Schedule RC-D) ............................................................. 3545 132,000 5 6. Premises and fixed assets (including capitalized leases) ........................................ 2145 453,000 6 7. Other real estate owned (from Schedule RC-M) .................................................... 2150 118,000 7 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) ........ 2130 36,000 8 9. Customers' liability to this bank on acceptances outstanding .................................... 2155 0 9 10. Intangible assets a. Goodwill ..................................................................................... 3163 304,000 10.a b. Other assets (from Schedule RC-M) ............................................................ 0426 139,000 10.b 11. Other assets (from Schedule RC-F) ............................................................... 2160 3,408,000 11 12. Total assets (sum of items 1 through 11) ........................................................ 2170 55,518,000 12
---------- (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held for trading. (3) INCLUDES ALL SECURITIES RESALE AGREEMENTS, REGARDLESS OF MATURITY.
BANK ONE, NA --------------------------------------------------------- Legal Title of Bank FFIEC 041 Transmitted to EDS as 0211272 on 10/30/02 at 11:47:54 CST RC-2 FDIC Certificate Number - 06559 11 SCHEDULE RC - CONTINUED Dollar Amounts in Thousands RCON Bil|Mil|Thou LIABILITIES 13. Deposits: a. In domestic offices (sum of totals of columns A and C from Schedule RC-E) 2200 15,686,000 13.a (1) Noninterest-bearing(1) 6631 5,193,000 13.a.1 (2) Interest-bearing 6636 10,493,000 13.a.2 b. Not applicable 14. Federal funds purchased and securities sold under agreements to repurchase A. FEDERAL FUNDS PURCHASED (2) B993 10,645,000 14.a B. SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE (3) B995 4,763,000 14.b 15. Trading liabilities (from Schedule RC-D) 3548 97,000 15 16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M): 3190 17,287,000 16 17. Not applicable 18. Bank's liability on acceptances executed and outstanding 2920 0 18 19. Subordinated notes and debentures(4) 3200 1,650,000 19 20. Other liabilities (from Schedule RC-G) 2930 1,673,000 20 21. Total liabilities (sum of items 13 through 20) 2948 51,801,000 21 22. Minority interest in consolidated subsidiaries 3000 577,000 22 EQUITY CAPITAL 23. Perpetual preferred stock and related surplus 3838 0 23 24. Common Stock 3230 127,000 24 25. Surplus (exclude all surplus related to preferred stock) 3839 1,603,000 25 26 a. Retained earnings 3632 1,400,000 26.a b. Accumulated other comprehensive income (5) B530 10,000 26.b 27. Other equity capital components(6) A130 0 27 28. Total equity capital (sum of items 23 through 27) 3210 3,140,000 28 29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28) 3300 55,518,000 29 Memorandum TO BE REPORTED 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 RCON NUMBER for the bank by independent external auditors as of any date during 2001 6724 N/A M.1
1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank 2 = Independent audit of the bank's parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting form which submits a report on the consolidated holding company (but not on the bank separately) 3 = Attestation on bank management's assertion on the effectiveness of the bank's internal control over financial reporting by a certified public accounting firm 4 = Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority) 5 = Directors' examination of the bank performed by other external auditors (may be required by state chartering authority) 6 = Review of the bank's financial statements by external auditors 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) REPORT OVERNIGHT FEDERAL HOME LOAN BANK ADVANCES IN SCHEDULE RC, ITEM 16, "OTHER BORROWED MONEY." (3) INCLUDES ALL SECURITIES REPURCHASE AGREEMENTS, REGARDLESS OF MATURITY. (4) Includes limited-life preferred stock and related surplus. (5) Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and minimum pension liability adjustments. (6) Includes treasury stock and unearned Employee Stock Ownership Plan shares.