EX-25 114 l02286aexv25.txt EXHIBIT 25 EXHIBIT 25 =============================================================================== 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) ------------------------------------------------------- U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer Identification No. 60 Livingston Avenue St. Paul, Minnesota 55107 ---------------------------------------- ------------------------------------ (Address of principal executive offices) (Zip Code) Richard Prokosch U.S. Bank National Association 60 Livingston Avenue St. Paul, MN 55107 (651) 495-3918 (Name, address and telephone number of agent for service) Bally Total Fitness Holding Corporation (Issuer with respect to the Securities) Delaware 36-3228107 ------------------------------------- --------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 8700 West Bryn Mawr Avenue Chicago, Illinois 60631 ---------------------------------------- ------------------------------------- (Address of Principal Executive Offices) (Zip Code) 10.50% SENIOR NOTES DUE 2011 (TITLE OF THE INDENTURE SECURITIES) =============================================================================== FORM T-1 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 the Currency Washington, D.C. b) Whether it is authorized to exercise corporate trust powers. Yes ITEM 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation. None ITEMS 3-15 Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. ITEM 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification. 1. A copy of the Articles of Association of the Trustee.* 2. A copy of the certificate of authority of the Trustee to commence business.* 3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers.* 4. A copy of the existing bylaws of the Trustee.* 5. A copy of each Indenture referred to in Item 4. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. 7. Report of Condition of the Trustee as of June 30, 2003, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. * Incorporated by reference to Registration Number 333-67188. NOTE The answers to this statement insofar as such answers relate to what persons have been underwriters for any securities of the obligors within three years prior to the date of filing this statement, or what persons are owners of 10% or more of the voting securities of the obligors, or affiliates, are based upon information furnished to the Trustee by the obligors. While the Trustee has no reason to doubt the accuracy of any such information, it cannot accept any responsibility therefor. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Paul, State of Minnesota on the 11th day of September, 2003. U.S. BANK NATIONAL ASSOCIATION By: /s/ Richard Prokosch -------------------------------------------- Richard Prokosch Vice President By: /s/ Benjamin J. Kreuger ----------------------------------- Benjamin J. Kreuger Trust Officer EXHIBIT 6 CONSENT In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor. Dated: September 11, 2003 U.S. BANK NATIONAL ASSOCIATION By: /s/ Richard Prokosch ------------------------------------- Richard Prokosch Vice President By: /s/ Benjamin J. Kreuger -------------------------------- Benjamin J. Kreuger Trust Officer EXHIBIT 7 U.S. BANK NATIONAL ASSOCIATION STATEMENT OF FINANCIAL CONDITION As of 6/30/2003 ($000'S)
6/30/2003 ------------ ASSETS Cash and Due From Depository Institutions $ 11,987,100 Federal Reserve Stock 0 Securities 35,336,411 Federal Funds 4,955,134 Loans & Lease Financing Receivables 118,648,100 Fixed Assets 1,864,465 Intangible Assets 9,999,520 Other Assets 8,735,830 ------------ TOTAL ASSETS $191,526,560 LIABILITIES Deposits $132,461,590 Fed Funds 5,061,915 Treasury Demand Notes 0 Trading Liabilities 303,140 Other Borrowed Money 20,320,775 Acceptances 150,586 Subordinated Notes and Debentures 6,326,523 Other Liabilities 5,864,946 ------------ TOTAL LIABILITIES $170,489,475 EQUITY Minority Interest in Subsidiaries $ 999,216 Common and Preferred Stock 18,200 Surplus 11,015,123 Undivided Profits 9,004,546 ------------ TOTAL EQUITY CAPITAL $ 21,037,085 TOTAL LIABILITIES AND EQUITY CAPITAL $191,526,560
To the best of the undersigned's determination, as of the date hereof, the above financial information is true and correct. U.S. BANK NATIONAL ASSOCIATION By: /s/ Richard Prokosch ------------------------------- Vice President Date: September 11, 2003