Exhibit 25.1
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FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) |__|
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THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 00-0000000
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
00 Xxxx Xxxxxx, Xxx Xxxx, X.X. 00000
(Address of principal executive offices) (Zip code)
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HEARTPORT, INC.
(Exact name of obligor as specified in its charter)
Delaware 00-0000000
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
000 Xxxxxxxxxx Xxxxx
Xxxxxxx Xxxx, Xxxxxxxxxx 00000
(Address of principal executive offices) (Zip code)
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7 1/4% Convertible Subordinated Notes Due 2004
(Title of the indenture securities)
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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.
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Name Address
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Superintendent of Banks of the 0 Xxxxxx Xxxxxx, Xxx Xxxx,
Xxxxx of New York N.Y. 10006, and Albany, N.Y. 00000
Xxxxxxx Xxxxxxx Xxxx xx Xxx Xxxx 00 Xxxxxxx Xxxxx, Xxx Xxxx,
X.X. 00000
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association Xxx Xxxx, Xxx Xxxx 00000
(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 Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
T-1 filed with Registration Statement No. 33-31019.)
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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.
33-44051.)
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.
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\ SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 9th day of July, 1997.
THE BANK OF NEW YORK
By: /s/ XXXXXX XXXXXXX
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Name: XXXXXX XXXXXXX
Title: ASSISTANT VICE PRESIDENT
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EXHIBIT 7
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Consolidated Report of Condition of
THE BANK OF NEW YORK
of 00 Xxxx Xxxxxx, Xxx Xxxx, X.X. 00000
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
1996, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS in Thousands
Cash and balances due from
depository institutions:
Noninterest-bearing balances and
currency and coin ......................... $ 6,024,605
Interest-bearing balances ................... 808,821
Securities:
Held-to-maturity securities ................. 1,071,747
Available-for-sale securities ............... 3,105,207
Federal funds sold in domestic offices
of the bank: ................................ 4,250,941
Loans and lease financing receivables:
Loans and leases, net
of unearned income ............ 31,962,915
LESS: Allowance for loan and
lease losses .................. 635,084
LESS: Allocated transfer risk
reserve........................ 429
Loans and leases, net of unearned
income, allowance, and reserve ............ 31,327,402
Assets held in trading accounts ............... 1,539,612
Premises and fixed assets (including
capitalized leases) ......................... 692,317
Other real estate owned ....................... 22,123
Investments in unconsolidated subsidiaries
and associated companies .................... 213,512
Customers' liability to this bank on
acceptances outstanding ..................... 985,297
Intangible assets ............................. 590,973
Other assets .................................. 1,487,903
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Total assets .................................. $52,120,460
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LIABILITIES
Deposits:
In domestic offices ........................ $25,929,642
Noninterest-bearing ........... 11,245,050
Interest-bearing .............. 14,684,592
In foreign offices, Edge and
Agreement subsidiaries, and IBFs ........... 12,852,809
Noninterest-bearing ........... 552,203
Interest-bearing ............. 12,300,606
Federal funds purchased and securities
sold under agreements to repurchase
in domestic offices of the
bank and of its Edge and Agreement
subsidiaries, and in IBFs:
Federal funds purchased .................... 1,360,877
Securities sold under agreements
to repurchase............................. 226,158
Demand notes issued to the U.S. Treasury ..... 204,987
Trading liabilities .......................... 1,437,445
Other borrowed money:
With original maturity of one year
or less .................................. 2,312,556
With original maturity of more than
one year ................................. 20,766
Bank's liability on acceptances
executed and outstanding ................... 1,014,717
Subordinated notes and debentures ............ 1,014,400
Other liabilities ............................ 1,721,291
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Total liabilities ............................ 48,095,648
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EQUITY CAPITAL
Common stock ................................. 942,284
Surplus ...................................... 731,319
Undivided profits and capital reserves ....... 2,354,095
Net unrealized holding gains
(losses) on available-for-sale
securities ................................. 7,030
Cumulative foreign currency
translation adjustments .................... ( 9,916)
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Total equity capital ......................... 4,024,812
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Total liabilities and equity
capital .................................... $52,120,460
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I, Xxxxxx X. Xxxxxxx, Senior Vice President and 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 Board of
Governors of the Federal Reserve System and is true to the best of my
knowledge and belief.
Xxxxxx X. Xxxxxxx
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 Board of Governors of the Federal Reserve System and is true and
correct.
X. Xxxxxx Xxxxx )
Xxxxxx X. Renyi ) Directors
Xxxx X. Xxxxxxxx )
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