EX-25.1 6 c15877exv25w1.txt FORM T-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) ----------------------- Guy Rounsaville Executive Vice President General Counsel Telephone: (312) 904-5469 135 South LaSalle Street, Suite 925 Chicago, Illinois 60603 (Name, address and telephone number of agent for service) ----------------------- SPSS Inc. (Exact name of obligor as specified in its charter) Delaware 36-2815480 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 233 South Wacker Drive 60606 Chicago, Illinois (Address of principal executive offices) (Zip Code) ----------------------- 2.50% Convertible Subordinated Notes due 2012 (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. 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. 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 to Form T-1 filed as Exhibit 25 to Form S-3, dated June 28, 2006, in File No. 333-135417). 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 as Exhibit 25 to Form S-3, dated June 28, 2006, in File No. 333-135417). 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 ____ day of June , 2007. LASALLE BANK NATIONAL ASSOCIATION By: /s/ ------------------------- Name: Thomas A. Popovics Title: Assistant Vice President EXHIBIT 7 LaSalle Bank N.A. Call Date: 3/31/2007 ST-BK: 17-1520 FFIEC 031 135 South LaSalle Street Page RC-1 Chicago, IL 60603 Vendor ID: D CERT: 15407 11 Transit Number: 71000505 CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 2007 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 1,921,842 1.a b. Interest-bearing balances (2) 0071 8,054 1.b 2.Securities: a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 44,355 2.a b. Available-for-sale securities (from Schedule RC-B, column D) 1773 20,142,854 2.b 3.Federal funds sold and securities purchased under agreements to resell a. Federal funds sold in domestic offices B987 129,310 3.a b. Securities purchased under agreements to resell (3) B989 260,664 3.b 4.Loans and lease financing receivables (from schedule RC-C) a. Loans and leases held for sale 5369 3,461,116 4.a b. Loans and leases, net of unearned income B528 43,180,219 c. LESS: Allowance for loan and lease losses 3123 712,750 4.c d. Loans and leases, net of unearned income, allowance, and reserve (item 4.a minus 4.b and 4.c) B529 42,467,469 4.d 5.Trading assets (from Schedule RC-D) 3545 1,439,792 5. 6.Premises and fixed assets (including capitalized leases) 2145 240,020 6. 7.Other real estate owned (from Schedule RC-M) 2150 13,234 7. 8.Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) 2130 0 8. 9.Not applicable 10.Intangible assets (from Schedule RC-M) a. Goodwill 3163 165,599 10.a b. Other Intangible assets 0426 0 10.b 11.Other assets (from Schedule RC-F) 2160 4,757,499 11. 12.Total assets (sum of items 1 through 11) 2170 75,051,808 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 in domestic and foreign offices, regardless of maturity. LaSalle Bank N.A. Call Date: 3/31/2007 ST-BK: 17-1520 FFIEC 031 135 South LaSalle Street Page RC-1 Chicago, IL 60603 Vendor ID: D CERT: 15407 12 Transit Number: 71000505 SCHEDULE RC - CONTINUED
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 39,334,984 13.a RCON ---- (1) Noninterest-bearing (1) 6631 6,722,447 13.a.1 (2) Interest-bearing 6636 32,612,537 13.a.2 RCFN ---- b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II) 2200 5,147,435 13.b RCFN ---- (1) Noninterest-bearing 6631 0 13.b.1 (2) Interest-bearing 6636 5,147,435 13.b.2 RCON ---- 14.Federal funds purchased and securities sold under agreements to repurchase: a. Federal funds purchased in domestic offices (2) B993 6,453,541 14.a RCFD b. Securities sold under agreements to repurchase (3) B995 1,847,663 14.b 15.Trading liabilities (from Schedule RC-D) 3548 435,442 15 16.Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): From schedule RC-M 3190 11,120,832 16 17.Not applicable 18.Not applicable 19.Subordinated notes and debentures (4) 3200 540,000 19. 20.Other liabilities (from Schedule RC-G) 2930 3,055,259 20. 21.Total liabilities (sum of items 13 through 20) 2948 67,935,156 21. 22.Minority Interest in consolidated subsidiaries 3000 62,299 22. EQUITY CAPITAL RCFD ---- 23.Perpetual preferred stock and related surplus 3838 500,000 23. 24.Common stock 3230 41,234 24. 25.Surplus (exclude all surplus related to preferred stock) 3839 2,010,375 25. 26.a. Retained Earnings 3632 4,282,192 26.a b. Accumulated Other Comprehensive income.(5) B530 220,552 26.b 27.Other Equity capital components (6) 3284 0 27. 28.Total equity capital (sum of items 23 through 27) 3210 7,054,353 28. 29.Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28) 3300 75,051,808 29. 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 RCFD Number describes the most comprehensive level of auditing work performed for the ---- ------ bank by independent external auditors as of any date during 2001 6724 2 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 firm which submits a report on the consolidated holding company (but not on the bank separately) 3 = Attestation on bank managements assertion on the effectiveness of the banks internal control over financial reporting by a certified public accounting firm with generally accepted auditing standards by a certified public accounting firm 4 = Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified 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 repurchased agreements in domestic and foreign offices, 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, cumulative foreign currency translation adjustments, and minimum pension liability adjustments. (6) Includes treasury stock and unearned Employee Stock Ownership plan shares.