Exhibit 25
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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)
PNC BANK, NATIONAL ASSOCIATION
(Exact Name of Trustee as Specified in its Charter)
NOT APPLICABLE
(Jurisdiction of incorporation or
organization if not a U.S. national bank)
00-0000000
(I.R.S. Employer Identification No.)
One PNC Xxxxx
XxxxxXxxxxx xxx Xxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxxxxxx 00000 (Address of principal
executive offices - Zip code)
Xxxxx X. Xxxxx, Vice President, PNC Bank, National Association
00xx Xxxxx, Xxx Xxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
(000) 000-0000
(Name, address and telephone number of agent for service)
THE MULTICARE COMPANIES, INC.
(Exact name of obligor as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
00-0000000
(I.R.S. Employer Identification No.)
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
(Address of principal executive offices - Zip code)
9% Senior Subordinated Notes Due 2007
(Title of the indenture securities)
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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.
Federal Reserve Bank of Cleveland Cleveland, Ohio
Federal Deposit Insurance Corporation Washington, D.C.
(b) Whether it is authorized to exercise corporate trust
powers.
Yes. (See Exhibit T-1-3)
Item 2. Affiliations with obligor and underwriters.
If the obligor or any underwriter for the obligor is an affiliate of
the trustee, describe each such affiliation.
Neither the obligor nor any underwriter for the obligor is
an affiliate of the trustee.
Item 3 through Item 14.
The issuer currently is not in default under any of its outstanding
securities for which PNC Bank is trustee. Accordingly, responses to
Items 3 through 14 of Form T-1 are not required pursuant to Form T-1
General Instructions B.
Item 15. Foreign trustee.
Identify the order or rule pursuant to which the foreign trustee is
authorized to act as sole trustee under the indentures qualified or
to be qualified under the Act.
Not applicable (trustee is not a foreign trustee).
Item 16. List of exhibits.
List below all exhibits filed as part of this statement of
eligibility.
Exhibit T-1-1 - Articles of Association of the trustee, as
presently in effect.
Exhibit T-1-2 - Copy of Certificate of the Authority of the Trustee
to Commence Business, filed as Exhibit 2 to
Trustee's Statement of Eligibility and
Qualification, Registration No. 2-58789 and
incorporated herein by reference.
Exhibit T-1-3 - Copy of Certificate as to Authority of the Trustee
to Exercise Trust Powers, filed as Exhibit 3 to
Trustee's Statement of Eligibility and
Qualification, Registration No. 2-58789, and
incorporated herein by reference.
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Exhibit T-1-4 - The By-Laws of the trustee, filed as Exhibit 4 to
Trustee's Statement of Eligibility and
Qualification, Registration No. 333-28711 and
incorporated herein by reference.
Exhibit T-1-5 - The consent of the trustee required by Section 321(b
of the Act.
Exhibit T-1-6 - The copy of the Balance Sheet taken from the latest
Report of Condition of the trustee published in
response to call made by Comptroller of the
Currency under Section 5211 U.S. Revised Statutes.
NOTE
The answers to this statement, insofar as such answers relate to (a) what
persons have been underwriters for any securities of the obligor within three
years prior to the date of filing this statement, or are owners of 10% or more
of the voting securities of the obligor, or are affiliates or directors or
executive officers of the obligor, and (b) the voting securities of the
trustee owned beneficially by the obligor and each director and executive
officer of the obligor, are based upon information furnished to the trustee by
the obligor and also, in the case of (b) above, upon an examination of the
trustee's records. While the trustee has no reason to doubt the accuracy of
any such information furnished by the obligor, it cannot accept any
responsibility therefor.
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Signature appears on next page
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, PNC 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 Pittsburgh and Commonwealth of Pennsylvania on
January 12, 1998.
PNC BANK, NATIONAL ASSOCIATION
(Trustee)
By /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Vice President
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EXHIBIT T-1-1
ARTICLES OF ASSOCIATION
PNC BANK, NATIONAL ASSOCIATION
(Amended and Restated as of September 15, 1997)
FIRST: The title of this Association shall be "PNC Bank, National
Association."
SECOND: The main office of the Association shall be in the City of
Pittsburgh, Allegheny County, Pennsylvania. The general business of the
Association shall be conducted at its main office and its branches.
THIRD: The Board of Directors of the Association shall consist of not
fewer than five (5) nor more than twenty-five (25) persons, the exact number
of Directors within such minimum and maximum limits to be fixed and determined
from time to time by a resolution of a majority of the full Board of Directors
or by resolution of the shareholders at any annual or special meeting thereof.
Each Director shall own such minimum qualifying equity interest in the
ultimate parent bank holding company of the Association as shall be required
from time to time by applicable law or regulation. Unless otherwise provided
by the laws of the United States, any vacancy in the Board of Directors for
any reason, including an increase in the number thereof, may be filled by
action of the Board of Directors, within the limits then specified by law.
A majority of the Board of Directors then in office shall be
necessary to constitute a quorum for the transaction of business at any
meeting of the Board.
FOURTH: The annual meeting of the shareholders for the election of
Directors and the transaction of whatever other business may be brought before
said meeting shall be held at the main office or such other place as the Board
of Directors may designate, on the day of each year specified therefor in the
By-Laws, but if no election is held on that day, it may be held on any
subsequent day according to the provisions of law; and all elections shall be
held according to such lawful regulations as may be prescribed by the Board of
Directors. Any action which may be taken at a meeting of the shareholders of
the Association may be taken without a meeting if a consent in writing setting
forth the action so taken is signed by all the shareholders who would be
entitled to vote at a meeting for such purpose.
Terms of Directors, including Directors selected to fill vacancies,
shall expire at the regular meeting of shareholders at which Directors are
elected, unless a Director resigns or is removed from office prior to the date
of such meeting.
Despite the expiration of a Director's term, the Director shall
continue to serve until his or her successor is elected and qualifies or until
there is a decrease in the number of Directors and his or her position is
eliminated.
A Director may resign at any time by delivering written notice to the
Board of Directors, its Chairman, or to the Association's Secretary, which
resignation shall be effective when the notice is delivered unless the notice
specifies a later effective date.
FIFTH: The amount of the authorized capital stock of the Association
shall be Two Hundred Eighteen Million Nine Hundred Eighteen Thousand, Five
Hundred and Seventy Dollars ($218,918,570), divided into 6,735,956 shares of
common stock of the par value of Thirty-Two Dollars and Fifty Cents ($32.50)
each, but said capital stock may be increased or decreased from time to time
in accordance with the provisions of the laws of the United States.
No holder of shares of the capital stock of any class of the
Association shall have any preemptive or preferential right of subscription to
any shares of any class of stock of the Association, whether now or hereafter
authorized, or to any obligations convertible into stock of the Association,
issued or sold, nor any right of subscription to any thereof other than such,
if any, as the Board of Directors, in its discretion, may from time to time
determine and at such price as the Board of Directors may from time to time
fix.
The Association, at any time and from time to time, may authorize and
issue debt obligations, whether or not subordinated, without the approval of
the shareholders.
SIXTH: The Board of Directors shall appoint one of its members
President of the Association who shall be Chairman of the Board; but the Board
of Directors may appoint a Director, in lieu of the President, to be Chairman
of the Board, who shall perform such duties as may be designated by the Board
of Directors. The Board of Directors shall have the power to appoint one or
more Vice Presidents of various ranks; to appoint a Cashier, a Secretary, and
such other officers and employees
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as may be required or deemed advisable to transact the business of the
Association; to fix the salaries to be paid such officers and employees; to
dismiss at its pleasure such officers and employees and to appoint others to
take their place.
The business and affairs of the Association shall be managed by or
under the direction of the Board of Directors. The Board of Directors shall
have the power to define the duties of officers and employees of the
Association and to require adequate bonds from them for the faithful
performance of their duties; to make all By-Laws and adopt all resolutions
that may be lawful for the general regulation of the business of the
Association and the management of its affairs, including but not limited to,
the manner of election or appointment of Directors, officers, or employees and
the appointment of judges of election, and generally to do and perform all
acts that may be lawful for a Board of Directors to do and perform.
Notwithstanding any provision of this or any other Article, the Board of
Directors may delegate to the management of the Association such authorities
and powers as the Board of Directors deems advisable from time to time, to the
fullest extent permitted by applicable laws, regulations, and safe and sound
banking practices.
SEVENTH: (a) Subject to any prohibitions or limitations set forth in
sections (b) and (g) of this Article or the Association's By-Laws, the
Association may indemnify or reimburse any Director, officer, or employee for,
or advance amounts in payment of, any expenses actually and reasonably
incurred in any threatened, pending or completed action or proceeding, whether
civil, criminal, administrative, or investigative, to which such individual
was or is a party or a potential party by reason of his or her performance of
official duties on behalf of or at the request of the Association. Such duties
shall specifically include, but not be limited to, service performed at the
request of the Association as a representative of a domestic or foreign
corporation for profit or not-for-profit, partnership, joint venture, trust or
other enterprise. For purposes of this Article, "expenses" shall include, but
not be limited to, attorneys' fees and costs, judgments, fines, taxes,
penalties, and amounts paid or to be paid in settlement.
(b) Notwithstanding any provision of this Article or the
Association's By-Laws, the following prohibitions and limitations shall apply:
(i) No indemnification
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shall be made in any case where the act or failure to act giving rise to the
claim for indemnification is determined by a court of competent jurisdiction
to have constituted willful misconduct or recklessness; (ii) No
indemnification shall be made for any expenses incurred in an administrative
proceeding or civil action instituted by a federal banking agency which
proceeding or action results in a final order or settlement pursuant to which
the Director, officer or employee is assessed a civil money penalty; removed
from office or prohibited from participating in the conduct of the
Association's affairs; or is required to cease and desist from or take any
affirmative action described in Section 8(b) of the Federal Deposit Insurance
Act with respect to the Association; (iii) The Association may advance
expenses to a Director, officer or employee in connection with an action or
proceeding under 12 U.S.C. ss.ss.164 or 1818 only if the Board of Directors
has first made such determinations and findings and otherwise satisfied such
procedural requirements, if any, as may be specified by rule, regulation,
advice, or guidance issued by a federal banking agency having jurisdiction
over the Association; (iv) Any advance of expenses must be subject to a
written and legally binding agreement which specifies, at a minimum, that
reimbursement to the Association of expenses advanced (including expenses
already paid) shall be required if and to the extent that: (a) the expenses
are not covered by any insurance policy or fidelity bond purchased by the
Association or its holding company; (b) the Board of Directors finds that the
Director, officer, or employee willfully misrepresented factors relevant to
the Board's decision to advance expenses; or (c) for any other reason the
expenses advanced subsequently become prohibited indemnification payments, as
defined in 12 C.F.R. ss.359.1(1); and (v) No indemnification shall be made
with respect to amounts provided for by any compromise settlement unless such
settlement shall have been approved by a court of competent jurisdiction, or
the holders of record of a majority of the outstanding shares of the
Association, or the Board of Directors, acting by vote of Directors not
parties to the same or substantially the same action, or proceeding,
constituting a majority of the whole number of Directors.
(c) The Association may provide for the payment of
reasonable premiums for insurance policies or fidelity bonds covering the
payment of expenses and the liabilities
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of its Directors, officers, and employees, provided that no such insurance or
fidelity bond coverage may be purchased for a final order assessing any
judgment or civil money penalty against such individuals in an administrative
proceeding or civil action commenced by a federal banking agency.
(d) Any amendment or repeal of this Article, or the adoption
of any other provision of the Articles of Association or By-Laws which has the
effect of increasing the liability of the Association's Directors, officers,
and employees shall operate prospectively only and shall not affect any action
taken, or any failure to act, prior to the adoption of such amendment, repeal
or other provisions.
(e) The Board of Directors may adopt By-Law provisions
consistent with this Article and may limit the classes of individuals to whom
this Article shall apply. In the event of any inconsistency or conflict
between this Article and such By-Law provisions, this Article shall control;
provided, that a By-Law provision limiting the classes of individuals to whom
this Article shall apply shall not be deemed to be such an inconsistency or
conflict.
(f) The rights of indemnification or reimbursement provided
for in this Article shall not be exclusive of other rights, if any, to which
such Directors, officers, or employees, or their personal representatives, may
be entitled as a matter of Pennsylvania law.
(g) Notwithstanding any other provision of this Article or
the Association's By-Laws, the Association shall not make or agree to make any
prohibited indemnification payment, as defined in 12 C.F.R. ss.359.1(1).
EIGHTH: The Board of Directors shall have the power, without the
approval of the shareholders, to change the location of the main office to any
other place within the limits of the City of Pittsburgh, Allegheny County,
Pennsylvania, and to establish or change the location of any branch or
branches of the Association subject to the approval of the Comptroller of the
Currency.
NINTH: The corporate existence of the Association shall continue
until terminated in accordance with the laws of the United States.
TENTH: The Board of Directors of the Association, or any three (3) or
more shareholders owning, in the aggregate, not less than ten (10%) percent of
the stock of the Association, may call
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a special meeting of the shareholders at any time. Unless otherwise provided
by the laws of the United States or duly waived, a notice of the time, place,
and purpose of every annual and every special meeting of the shareholders
shall be given by first-class mail, postage prepaid, mailed at least ten (10)
days prior to the date of such meeting to each shareholder of record at his
address as shown upon the books of the Association.
ELEVENTH: These Articles of Association may be amended at any regular
or special meeting of the shareholders by the affirmative vote of the holders
of a majority of the stock of this Association, unless the vote of the holders
of a greater amount of stock is required by law, and in that case by the vote
of the holders of such greater amount.
TWELFTH: Honorary or advisory directors, without voting power or
power of final decision in matters concerning the business of the Association,
may be appointed by resolution of a majority of the full Board of Directors,
or by resolution of shareholders at any annual or special meeting. Honorary or
advisory directors shall not be counted to determine the number of Directors
of the Association or the presence of a quorum in connection with any Board
action and shall not be required to own a qualifying equity interest. Honorary
or advisory directors may be appointed to one or more advisory boards of
directors of the Association, to serve upon such terms and conditions as may
be specified by the Board of Directors, or the Association's By-Laws.
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EXHIBIT T-1-5
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, as amended by the Trust Indenture Reform Act of 1990, in
connection with the proposed issuance by The Multicare Companies, Inc., of its
9% Senior Subordinated Notes Due 2007, we hereby consent that reports of
examination by Federal, State, Territorial, or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
PNC BANK, NATIONAL ASSOCIATION
(Trustee)
By /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Vice President
Dated: January 12, 1998
EXHIBIT T-1-6
SCHEDULE RC - BALANCE SHEET
FROM
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of
PNC BANK, NATIONAL ASSOCIATION
of PITTSBURGH in the state of PENNSYLVANIA
at the close of business on
September 30, 1997
filed in response to call made by
Comptroller of the Currency,
under title 00, Xxxxxx Xxxxxx Code, Section 161
Charter Number 540
Comptroller of the Currency Northeastern District
BALANCE SHEET
Thousands
of Dollars
ASSETS
Cash and balances due from depository institutions
Noninterest-bearing balances and currency and coin................................... $ 3,291,380
Interest-Bearing Balances............................................................ 122,778
Securities
Held-to-maturity securities.......................................................... 0
Available-for-sale securities........................................................ 5,669,736
Federal funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBFs:
Federal funds sold and
Securities purchased under agreements to resell...................................... 869,038
Loans and lease financing receivables:
Loans and leases, net of unearned income $44,571,048
LESS: Allowance for loan and lease losses 812,830
LESS: Allocated transfer risk reserve 0
Loans and leases, net of unearned income,
allowance and reserve............................................................ 43,758,218
Trading assets ........................................................................ 134,154
Premises and fixed assets (including capitalized leases)............................... 716,561
Other real estate owned ............................................................... 50,869
Investments in unconsolidated subsidiaries and
associated companies ............................................................... 3,679
Customers' liability to this bank on acceptances
outstanding......................................................................... 50,248
Intangible assets ..................................................................... 1,575,419
Other assets........................................................................... 1,406,879
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Total Assets........................................................................ $ 57,648,959
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LIABILITIES
Deposits:
In domestic offices................................................................. $34,197,693
Noninterest-bearing $ 8,472,726
Interest-bearing 25,724,967
In foreign offices, Edge and Agreement subsidiaries,
and IBFs......................................................................... 1,544,664
Noninterest-bearing $ 6,571
Interest-bearing 1,538,093
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 and
Securities sold under agreements to repurchase................................... 2,156,756
Demand notes issued to U.S. Treasury................................................... 799,995
Trading Liabilities.................................................................... 155,047
Other borrowed money
With original maturity of one year or less.......................................... 10,085,030
With original maturity of more than one year through three years.................... 882,274
With original maturity of more than one year........................................ 1,169,398
Bank's liability on acceptances executed and outstanding............................... 50,248
Subordinated notes and debentures ..................................................... 645,953
Other liabilities...................................................................... 1,080,158
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Total liabilities...................................................................... 52,767,216
EQUITY CAPITAL
Perpetual preferred stock and related surplus.......................................... 0
Common Stock........................................................................... 218,919
Surplus. . . .......................................................................... 1,933,735
Undivided profits and capital reserves................................................. 2,760,127
Net unrealized holding gains (losses) on
available-for-sale securities....................................................... (31,038)
Cumulative foreign currency translation adjustments.................................... 0
Total equity capital................................................................... 4,881,743
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Total liabilities and equity capital................................................... $ 57,648,959
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