EX-25 7 c81633exv25.htm EX-25 STATEMENT OF ELIGIBILITY OF TRUSTEE exv25
 



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)

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)
     
A U.S. National Banking Association   41-1592157
(Jurisdiction of incorporation or
organization if not a U.S. national
bank)
  (I.R.S. Employer
Identification No.)
     
Sixth Street and Marquette Avenue
Minneapolis, Minnesota
  55479
(Address of principal executive offices)   (Zip code)

Stanley S. Stroup, General Counsel
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
(612) 667-1234

(Agent for Service)


Fair Isaac Corporation
(Exact name of obligor as specified in its charter)
     
Delaware   94-1499887
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)
     
200 Smith Ranch Road
San Rafael, California
  94903
Address of principal executive offices)   (Zip code)

1.5% Senior Convertible Notes due August 15, 2023
(Title of the 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 the Currency
Treasury Department
Washington, D.C.
 
      Federal Deposit Insurance Corporation
Washington, D.C.
 
      The Board of Governors of the Federal Reserve System
Washington, D.C.
 
  (b)   Whether it is authorized to exercise corporate trust powers.
 
      The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

      None with respect to the trustee.

Pursuant to General Instruction B to Form T-1, no responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

         
Item 15. Foreign Trustee       Not applicable.
         
Item 16. List of Exhibits       List below all exhibits filed as a part of this Statement of Eligibility. Wells Fargo Bank incorporates by reference into this Form T-1 the exhibits attached hereto.
         
Exhibit 1.   a   A copy of the Articles of Association of the trustee now in effect.***
         
Exhibit 2.   a   A copy of the certificate of authority of the trustee to commence business issued June 28, 1872, by the Comptroller of the Currency to The Northwestern National Bank of Minneapolis.
         
    b   A copy of the certificate of the Comptroller of the Currency dated January 2, 1934, approving the consolidation of The Northwestern National Bank of Minneapolis and The Minnesota Loan and Trust Company of Minneapolis, with the surviving entity being titled Northwestern National Bank and Trust Company of Minneapolis.*
         
    c   A copy of the certificate of the Acting Comptroller of the Currency dated January 12, 1943, as to change of corporate title of Northwestern National Bank and Trust Company of Minneapolis to Northwestern National Bank of Minneapolis.
         
    d   A copy of the letter dated May 12, 1983 from the Regional Counsel, Comptroller of the Currency, acknowledging receipt of notice of name change effective May 1, 1983 from Northwestern National Bank of Minneapolis to Norwest Bank Minneapolis, National Association.*

 


 

         
    e   A copy of the letter dated January 4, 1988 from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation and merger effective January 1, 1988 of Norwest Bank Minneapolis, National Association with various other banks under the title of “Norwest Bank Minnesota, National Association.”*
         
    f   A copy of the letter dated July 10, 2000 from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation effective July 8, 2000 of Norwest Bank Minnesota, National Association with various other banks under the title of “Wells Fargo Bank Minnesota, National Association.”****
         
Exhibit 3.   A copy of the authorization of the trustee to exercise corporate trust powers issued January 2, 1934, by the Federal Reserve Board.*
         
Exhibit 4.   Copy of By-laws of the trustee as now in effect.***
         
Exhibit 5.   Not applicable.
         
Exhibit 6.   The consent of the trustee required by Section 321(b) of the Act.
         
Exhibit 7.   Consolidated Report of Condition (as of September 30, 2003).
         
Exhibit 8.   Not applicable.
         


*   Incorporated by reference to exhibit number 25.1(b) filed with registration statement number 333-74872.
 
***   Incorporated by reference to exhibit T3G filed with registration statement number 022-22473.
 
****   Incorporated by reference to exhibit number 2f to the trustee’s Form T-1 filed as exhibit 25.1 to the Current Report Form 8-K dated September 8, 2000 of NRG Energy Inc. file number 001-15891.

 


 

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank Minnesota, 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 to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota on the 19th day of December 2003.

         
    WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
         
    By:   /s/ Michael T. Lechner
       
    Name: Michael T. Lechner
    Assistant Vice President

 


 

EXHIBIT 2.a.

Treasury Department,
Office of Comptroller of the Currency,
Washington, June 28, 1872.

     Whereas, by satisfactory evidence presented to the undersigned, it has been made to appear that “The North Western National Bank of Minneapolis” in the City of Minneapolis, in the County of Hennepin, and State of Minnesota, has been duly organized under and according to the requirements of the Act of Congress entitled “An Act to provide a National Currency secured by a pledge of United States bonds, and to provide for the circulation and redemption thereof,” approved June 3, 1804, and has complied with all the provisions of said Act required to be complied with before commencing the business of Banking under said Act:

     Now, therefore, I, John Jay Knox, Comptroller of the Currency, do hereby certify that The North Western National Bank of Minneapolis in the City of Minneapolis, in the County of Hennepin and State of Minnesota, is authorized to commence the business of Banking under the Act aforesaid.

     In testimony whereof, witness my hand and seal of office, this 28th day of June, 1872.

  /s/ John Jay Knox

(Comptroller of the Currency)

 


 

EXHIBIT 2.c.

CERTIFICATE OF CHANGE OF CORPORATE TITLE

P.O. 2008
Treasury Department
OFFICE OF COMPTROLLER OF THE CURRENCY,

Washington, D.C., January 12, 1943

     Whereas, satisfactory notice has been transmitted to the Comptroller of the Currency to the effect that all requisite legal and corporate action has been taken by “Northwestern National Bank and Trust Company of Minneapolis,” Minneapolis, Minnesota in accordance with the applicable provisions of the banking laws of the United States, to authorize a change of the title of that Association to “Northwestern National Bank of Minneapolis.”

     Now, therefore it is hereby certified, That such change of title is hereby authorized to be effective January 12, 1943.

     
[SEAL]   /s/
Acting Comptroller of the Currency

 


 

EXHIBIT 6

December 19, 2003

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

         
    Very truly yours,
         
    WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
         
    By:   /s/ Michael T. Lechner
       
    Name: Michael T. Lechner
    Assistant Vice President

 


 

EXHIBIT 7

Consolidated Report of Condition of

Wells Fargo Bank Minnesota, National Association
of Sixth Street and Marquette Avenue, Minneapolis, MN 55479
And Foreign and Domestic Subsidiaries,
at the close of business September 30, 2003, filed in accordance with 12 U.S.C. §161 for National Banks.

                     
                Dollar Amounts
                In Millions
               
ASSETS
               
Cash and balances due from depository institutions:
               
 
Noninterest-bearing balances and currency and coin
          $ 1,736  
 
Interest-bearing balances
            2  
Securities:
               
 
Held-to-maturity securities
            0  
 
Available-for-sale securities
            1,659  
Federal funds sold and securities purchased under agreements to resell:
               
 
Federal funds sold in domestic offices
            7,165  
 
Securities purchased under agreements to resell
            30  
Loans and lease financing receivables:
               
 
Loans and leases held for sale
            19,457  
 
Loans and leases, net of unearned income
    19,967          
 
LESS: Allowance for loan and lease losses
    283          
 
Loans and leases, net of unearned income and allowance
            19,684  
Trading Assets
            153  
Premises and fixed assets (including capitalized leases)
            183  
Other real estate owned
            11  
Investments in unconsolidated subsidiaries and associated companies
            0  
Customers’ liability to this bank on acceptances outstanding
            30  
Intangible assets
               
 
Goodwill
            291  
 
Other intangible assets
            10  
Other assets
            1,509  
 
           
 
Total assets
          $ 51,920  
 
           
 
LIABILITIES
               
Deposits:
               
 
In domestic offices
          $ 34,250  
   
Noninterest-bearing
    21,468          
   
Interest-bearing
    12,782          
 
In foreign offices, Edge and Agreement subsidiaries, and IBFs
            5,458  
   
Noninterest-bearing
    0          
   
Interest-bearing
    5,458          
Federal funds purchased and securities sold under agreements to repurchase:
               
 
Federal funds purchased in domestic offices
            1,440  
 
Securities sold under agreements to repurchase
            1,303  

 


 

         
    Dollar Amounts
    In Millions
   
Trading liabilities
    2  
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases)
    4,769  
Bank’s liability on acceptances executed and outstanding
    30  
Subordinated notes and debentures
    0  
Other liabilities
    951  
 
   
 
Total liabilities
  $ 48,203  
Minority interest in consolidated subsidiaries
    0  
EQUITY CAPITAL
       
Perpetual preferred stock and related surplus
    0  
Common stock
    100  
Surplus (exclude all surplus related to preferred stock)
    2,134  
Retained earnings
    1,421  
Accumulated other comprehensive income
    62  
Other equity capital components
    0  
 
   
 
Total equity capital
    3,717  
 
   
 
Total liabilities, minority interest, and equity capital
  $ 51,920  
 
   
 

I, Karen B. Martin, Vice President of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

 

Karen B. Martin
Vice President

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

     
Jon R. Campbell    
Marilyn A. Dahl Directors  
Gerald B. Stenson