EX-25.1 8 dex251.htm FORM T-1 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)    ¨

 

 

THE BANK OF NEW YORK TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

 

 

    95-3571558

(State of incorporation

if not a U.S. national bank)

   (I.R.S. employer identification no.)

 

700 South Flower Street

Suite 500 Los Angeles, California

   90017
(Address of principal executive offices)   (Zip code)

 

 

DaVita Inc.

(Exact name of obligor as specified in its charter)

Delaware   51-0354549

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

Astro, Hobby, West Mt. Renal Care Limited Partnership

(Exact name of obligor as specified in its charter)

Delaware   76-0520167

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification no.)

Bay Area Dialysis Partnership
(Exact name of obligor as specified in its charter)

Florida

(State or other jurisdiction of

incorporation or organization)

  

91-1869022

(I.R.S. employer

identification no.)

Beverly Hills Dialysis Partnership
(Exact name of obligor as specified in its charter)

California

(State or other jurisdiction of

incorporation or organization)

  

95-4504550

(I.R.S. employer

identification no.)

Carroll County Dialysis Facility, Inc.
(Exact name of obligor as specified in its charter)

Maryland

(State or other jurisdiction of

incorporation or organization)

  

52-1693649

(I.R.S. employer

identification no.)

Continental Dialysis Center of Springfield-Fairfax, Inc.
(Exact name of obligor as specified in its charter)

Virginia

(State or other jurisdiction of

incorporation or organization)

  

62-1238381

(I.R.S. employer

identification no.)

Continental Dialysis Center, Inc.
(Exact name of obligor as specified in its charter)

Virginia

(State or other jurisdiction of

incorporation or organization)

  

22-2470712

(I.R.S. employer

identification no.)

DaVita Nephrology Associates of Utah, LLC
(Exact name of obligor as specified in its charter)

Utah

(State or other jurisdiction of

incorporation or organization)

  

80-0058484

(I.R.S. employer

identification no.)

 

- 2 -

DaVita—West, LLC
(Exact name of obligor as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

  

01-0561202

(I.R.S. employer

identification no.)

Dialysis Specialists of Dallas, Inc.
(Exact name of obligor as specified in its charter)

Texas

(State or other jurisdiction of

incorporation or organization)

  

75-2533856

(I.R.S. employer

identification no.)

Downriver Centers, Inc.
(Exact name of obligor as specified in its charter)

Michigan

(State or other jurisdiction of

incorporation or organization)

  

38-3500376

(I.R.S. employer

identification no.)

East End Dialysis Center, Inc.
(Exact name of obligor as specified in its charter)

Virginia

(State or other jurisdiction of

incorporation or organization)

  

54-1318452

(I.R.S. employer

identification no.)

Eastmont Dialysis Partnership
(Exact name of obligor as specified in its charter)

California

(State or other jurisdiction of

incorporation or organization)

  

91-1819193

(I.R.S. employer

identification no.)

Elberton Dialysis Facility, Inc.
(Exact name of obligor as specified in its charter)

Georgia

(State or other jurisdiction of

incorporation or organization)

  

58-1721014

(I.R.S. employer

identification no.)

 

- 3 -

Flamingo Park Kidney Center, Inc.
(Exact name of obligor as specified in its charter)

Florida

(State or other jurisdiction of

incorporation or organization)

  

65-0431823

(I.R.S. employer

identification no.)

Houston Kidney Center/Total Renal Care

Integrated Service Network Limited Partnership

(Exact name of obligor as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

  

76-0509917

(I.R.S. employer

identification no.)

Kidney Care Rx, Inc. (fka Total Renal Support Services, Inc.)
(Exact name of obligor as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

  

95-4393983

(I.R.S. employer

identification no.)

Kidney Care Services, LLC
(Exact name of obligor as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

  

11-3685202

(I.R.S. employer

identification no.)

Lincoln Park Dialysis Services, Inc.
(Exact name of obligor as specified in its charter)

Illinois

(State or other jurisdiction of

incorporation or organization)

  

36-3191860

(I.R.S. employer

identification no.)

 

- 4 -

Mason-Dixon Dialysis Facilities, Inc.
(Exact name of obligor as specified in its charter)

Maryland

(State or other jurisdiction of

incorporation or organization)

  

52-1766772

(I.R.S. employer

identification no.)

Nephrology Medical Associates of Georgia, LLC
(Exact name of obligor as specified in its charter)

Georgia

(State or other jurisdiction of

incorporation or organization)

  

91-2160693

(I.R.S. employer

identification no.)

Open Access Sonography, Inc.
(Exact name of obligor as specified in its charter)

Florida

(State or other jurisdiction of

incorporation or organization)

  

59-3245347

(I.R.S. employer

identification no.)

Orange Dialysis, LLC
(Exact name of obligor as specified in its charter)

California

(State or other jurisdiction of

incorporation or organization)

  

01-0721696

(I.R.S. employer

identification no.)

Pacific Coast Dialysis Center
(Exact name of obligor as specified in its charter)

California

(State or other jurisdiction of

incorporation or organization)

  

95-3964201

(I.R.S. employer

identification no.)

 

- 5 -

PDI Holdings, Inc.
(Exact name of obligor as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

  

23-3084850

(I.R.S. employer

identification no.)

PDI Supply, Inc.
(Exact name of obligor as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

  

23-3086823

(I.R.S. employer

identification no.)

Peninsula Dialysis Center, Inc.
(Exact name of obligor as specified in its charter)

Virginia

(State or other jurisdiction of

incorporation or organization)

  

54-1721545

(I.R.S. employer

identification no.)

Physicians Dialysis Acquisitions, Inc.
(Exact name of obligor as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

  

04-3546654

(I.R.S. employer

identification no.)

Physicians Dialysis Ventures, Inc.
(Exact name of obligor as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

  

04-3546656

(I.R.S. employer

identification no.)

Physicians Dialysis, Inc.
(Exact name of obligor as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

  

04-3535478

(I.R.S. employer

identification no.)

 

- 6 -

Renal Treatment Centers—California, Inc.

(Exact name of obligor as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

  

23-2741218

(I.R.S. employer

identification no.)

Renal Treatment Centers—Hawaii, Inc.

(Exact name of obligor as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

  

23-2830661

(I.R.S. employer

identification no.)

Renal Treatment Centers—Illinois, Inc.

(Exact name of obligor as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

  

23-2798598

(I.R.S. employer

identification no.)

Renal Treatment Centers—Mid-Atlantic, Inc.

(Exact name of obligor as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

  

23-2536597

(I.R.S. employer

identification no.)

Renal Treatment Centers—Northeast, Inc.

(Exact name of obligor as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

  

23-2709856

(I.R.S. employer

identification no.)

Renal Treatment Centers—Southeast, LP

(Exact name of obligor as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

  

23-2791135

(I.R.S. employer

identification no.)

 

- 7 -

Renal Treatment Centers—West, Inc.

(Exact name of obligor as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

  

23-2763722

(I.R.S. employer

identification no.)

Renal Treatment Centers, Inc.

(Exact name of obligor as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

  

23-2518331

(I.R.S. employer

identification no.)

RMS DM, LLC

(Exact name of obligor as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

  

20-0174548

(I.R.S. employer

identification no.)

RTC—Texas Acquisition, Inc.

(Exact name of obligor as specified in its charter)

Texas

(State or other jurisdiction of

incorporation or organization)

  

74-2811204

(I.R.S. employer

identification no.)

RTC Holdings, Inc.

(Exact name of obligor as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

  

51-0340369

(I.R.S. employer

identification no.)

 

- 8 -

RTC TN, Inc.

(Exact name of obligor as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

  

51-0378828

(I.R.S. employer

identification no.)

Sierra Rose Dialysis Center, LLC

(Exact name of obligor as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

  

02-0614476

(I.R.S. employer

identification no.)

Southwest Atlanta Dialysis Centers, LLC

(Exact name of obligor as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

  

20-0336205

(I.R.S. employer

identification no.)

Total Acute Kidney Care, Inc.

(Exact name of obligor as specified in its charter)

Florida

(State or other jurisdiction of

incorporation or organization)

  

65-0086334

(I.R.S. employer

identification no.)

Total Renal Care / Eaton Canyon Dialysis Center Partnership

(Exact name of obligor as specified in its charter)

California

(State or other jurisdiction of

incorporation or organization)

  

95-4584694

(I.R.S. employer

identification no.)

Total Renal Care of Colorado, Inc.

(Exact name of obligor as specified in its charter)

Colorado

(State or other jurisdiction of

incorporation or organization)

  

84-0612148

(I.R.S. employer

identification no.)

 

- 9 -

Total Renal Care of Utah, L.L.C.

(Exact name of obligor as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

  

87-0570546

(I.R.S. employer

identification no.)

Total Renal Care Texas Limited Partnership

(Exact name of obligor as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

  

74-2794200

(I.R.S. employer

identification no.)

Total Renal Care, Inc.

(Exact name of obligor as specified in its charter)

California

(State or other jurisdiction of

incorporation or organization)

  

95-3372911

(I.R.S. employer

identification no.)

Total Renal Care/Peralta Renal Center Partnership

(Exact name of obligor as specified in its charter)

California

(State or other jurisdiction of

incorporation or organization)

  

94-3249675

(I.R.S. employer

identification no.)

Total Renal Care/Piedmont Dialysis Partnership

(Exact name of obligor as specified in its charter)

California

(State or other jurisdiction of

incorporation or organization)

  

94-3249677

(I.R.S. employer

identification no.)

 

- 10 -

Total Renal Laboratories, Inc.

(Exact name of obligor as specified in its charter)

Florida

(State or other jurisdiction of

incorporation or organization)

  

59-3205549

(I.R.S. employer

identification no.)

Total Renal Research, Inc.

(Exact name of obligor as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

  

94-3269918

(I.R.S. employer

identification no.)

TRC—Indiana, LLC

(Exact name of obligor as specified in its charter)

Indiana

(State or other jurisdiction of

incorporation or organization)

  

91-1971775

(I.R.S. employer

identification no.)

TRC of New York, Inc.

(Exact name of obligor as specified in its charter)

New York

(State or other jurisdiction of

incorporation or organization)

  

91-1849180

(I.R.S. employer

identification no.)

TRCWest, Inc.

(Exact name of obligor as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

  

88-0364717

(I.R.S. employer

identification no.)

Tri-City Dialysis Center, Inc.

(Exact name of obligor as specified in its charter)

Virginia

(State or other jurisdiction of

incorporation or organization)

  

54-1636509

(I.R.S. employer

identification no.)

 

- 11 -

c/o DaVita Inc.

601 Hawaii Street

El Segundo, CA

   90245
(Address of principal executive offices)   (Zip code)

 

 

6-5/8% Senior Notes due 2013

 

(Title of the indenture securities)

 

 

- 12 -

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.

 

Name

   

Address

Comptroller of the Currency

United States Department of the Treasury

    Washington, D.C. 20219

Federal Reserve Bank

    San Francisco, California 94105

Federal Deposit Insurance Corporation

    Washington, D.C. 20429

 

  (b) Whether it is authorized to exercise corporate trust powers.

 

Yes.

 

2. Affiliations with Obligor.

 

If the obligor is an affiliate of the trustee, describe each such affiliation.

 

None.

 

16. List of Exhibits.

 

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

 

  1. A copy of the articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948).

 

  2. A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

 

  3. A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948).

 

  4. A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948).

 

- 13 -

  6. The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948).

 

  7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

 

- 14 -

SIGNATURE

 

Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a 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 29th day of June, 2005.

 

THE BANK OF NEW YORK TRUST COMPANY, N.A.

By:

  

/S/ R. ELLWANGER

Name:

   R. ELLWANGER

Title:

   ASSISTANT VICE PRESIDENT

 

- 15 -

EXHIBIT 7

 

Consolidated Report of Condition of

THE BANK OF NEW YORK TRUST COMPANY, N.A.

of 700 S. Flower Street, 2nd Floor, Los Angeles, CA 90017

 

At the close of business March 31, 2005, published in accordance with Federal regulatory authority instructions.

 

     Dollar Amounts
in Thousands

ASSETS

       

Cash and balances due from depository institutions:

       

Noninterest-bearing balances and currency and coin

      9,100

Interest-bearing balances

      0

Securities:

       

Held-to-maturity securities

      75

Available-for-sale securities

      57,298

Federal funds sold and securities purchased under agreements to resell:

       

Federal funds sold

      19,000

Securities purchased under agreements to resell

      95,000

Loans and lease financing receivables:

       

Loans and leases held for sale

      0

Loans and leases, net of unearned income

      0

LESS: Allowance for loan and lease losses

      0

Loans and leases, net of unearned income and allowance

      0

Trading assets

      0

Premises and fixed assets (including capitalized leases)

      3,876

Other real estate owned

      0

Investments in unconsolidated subsidiaries and associated companies

      0

Customers’ liability to this bank on acceptances outstanding

      0

Intangible assets:

       

Goodwill

      240,005

Other Intangible Assets

      17,839

Other assets

      34,344
    

Total assets

    $ 476,537
    

LIABILITIES

         

Deposits:

         

In domestic offices

      7,502  

Noninterest-bearing

      7,502  

Interest-bearing

      0  

Not applicable

         

Federal funds purchased and securities sold under agreements to repurchase:

         

Federal funds purchased

      0  

Securities sold under agreements to repurchase

      0  

Trading liabilities

      0  

Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)

      58,000  

Not applicable

         

Bank’s liability on acceptances executed and outstanding

      0  

Subordinated notes and debentures

      0  

Other liabilities

      51,452  
    

Total liabilities

    $ 116,954  
    

Minority interest in consolidated subsidiaries

      0  

EQUITY CAPITAL

         

Perpetual preferred stock and related surplus

      0  

Common stock

      1,000  

Surplus

      294,125  

Retained earnings

      64,622  

Accumulated other comprehensive income

      (164 )
    

Other equity capital components

      0  

Total equity capital

    $ 359,583  
    

Total liabilities, minority interest, and equity capital

    $ 476,537  
    

 

I, Thomas J. Mastro, Comptroller 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.

 

Thomas J. Mastro

      )   

Comptroller

 

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.

 

Richard G. Jackson

    )     

Nicholas C. English

    )   

Directors

Karen B. Shupenko

    )