EX-25.1 5 a06-12581_1ex25d1.htm EX-25.1

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)


U.S. BANK NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall

 

 

Minneapolis, Minnesota

 

55402

(Address of principal executive offices)

 

(Zip Code)

 

Arthur L. Blakeslee
U.S. Bank National Association
225 Asylum Street, 23
rd Floor
Hartford, CT 06103
(860) 241-6859

(Name, address and telephone number of agent for service)

Cephalon, Inc.

(Issuer with respect to the Securities)

Delaware

 

23-2484489

(State or other jurisdiction of

 

(I.R.S. Employer Identification No.)

incorporation or organization)

 

 

 

41 Moores Road, Frazer, Pennsylvania

 

19355

(Address of Principal Executive Offices)

 

(Zip Code)

 

Debt Securities

(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 December 31, 2005 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

*                    Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4 filed by Revlon Consumer Products Corp., Registration Number 333-128217.

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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 Hartford, State of Connecticut on the 19th of May, 2006.

 

By: /s/ Arthur L. Blakeslee
Arthur L. Blakeslee
Vice President

 

By: /s/ Philip G. Kane, Jr.
Philip G. Kane, Jr.
Vice President

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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: May 19, 2006

 

By: /s/ Arthur L. Blakeslee
Arthur L. Blakeslee
Vice President

 

By: /s/ Philip G. Kane, Jr.
Philip G. Kane, Jr.
Vice President

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Exhibit 7

U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2005

($000’s)

 

 

12/31/2005

 

Assets

 

 

 

Cash and Due From Depository Institutions

 

$

8,000,884

 

Securities

 

39,572,460

 

Federal Funds

 

3,106,359

 

Loans & Lease Financing Receivables

 

134,097,750

 

Fixed Assets

 

1,759,753

 

Intangible Assets

 

11,264,248

 

Other Assets

 

11,065,956

 

Total Assets

 

$

208,867,410

 

Liabilities

 

 

 

Deposits

 

$

135,603,591

 

Fed Funds

 

13,987,126

 

Treasury Demand Notes

 

0

 

Trading Liabilities

 

186,413

 

Other Borrowed Money

 

24,865,833

 

Acceptances

 

60,785

 

Subordinated Notes and Debentures

 

6,606,929

 

Other Liabilities

 

6,323,045

 

Total Liabilities

 

$

187,633,722

 

Equity

 

 

 

Minority Interest in Subsidiaries

 

$

1,025,113

 

Common and Preferred Stock

 

18,200

 

Surplus

 

11,804,040

 

Undivided Profits

 

8,386,335

 

Total Equity Capital

 

$

21,233,688

 

Total Liabilities and Equity Capital

 

$

208,867,410

 

 

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/ Arthur L. Blakeslee
Vice President

Date: May 19, 2006

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