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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION 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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U.S. TRUST COMPANY OF TEXAS, N.A.
(Exact name of trustee as specified in its charter)
00-0000000
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
0000 Xxxx Xxx, Xxxxx 0000 00000
Xxxxxx, Xxxxx (Zip Code)
(Address of trustee's
principal executive offices)
Compliance Officer
U.S. Trust Company of Texas, N.A.
0000 Xxxx Xxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
(000) 000-0000
(Name, address and telephone number of agent for service)
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Pentegra Dental Group, Inc.
(Exact name of obligor as specified in its charter)
Texas 00-0000000
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
0000 Xxxxx 00xx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
(Address of principal executive offices) (Zip Code)
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Convertible Subordinated Debentures
(Title of the indenture securities)
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GENERAL
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.
Federal Reserve Bank of Dallas (11th District), Dallas, Texas
(Board of Governors of the Federal Reserve System)
Federal Deposit Insurance Corporation, Dallas, Texas
The Office of the Comptroller of the Currency, Dallas, Texas
(b) Whether it is authorized to exercise corporate trust powers.
The Trustee is authorized to exercise corporate trust powers.
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.
None.
3. VOTING SECURITIES OF THE TRUSTEE.
Furnish the following information as to each class of voting securities of
the Trustee:
As of September 28, 1998
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Col A. Col B.
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Title of Class Amount Outstanding
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Capital Stock - par value $100 per share 5,000 shares
4. TRUSTEESHIPS UNDER OTHER INDENTURES.
Not Applicable
5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
UNDERWRITERS.
Not Applicable
6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.
Not Applicable
7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR OFFICIALS.
Not Applicable
8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
Not Applicable
9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
Not Applicable
10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
Not Applicable
11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON OWNING
50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.
Not Applicable
12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
Not Applicable
13. DEFAULTS BY THE OBLIGOR.
Not Applicable
14. AFFILIATIONS WITH THE UNDERWRITERS.
Not Applicable
15. FOREIGN TRUSTEE.
Not Applicable
16. LIST OF EXHIBITS.
T-1.1 - A copy of the Articles of Association of U.S. Trust Company
of Texas, N.A.; incorporated herein by reference to Exhibit
T-1.1 filed with Form T-1 Statement, Registration
No. 22-21897.
16. (con't.)
T-1.2 - A copy of the certificate of authority of the Trustee to
commence business;
incorporated herein by reference to Exhibit T-1.2 filed with
Form T-1 Statement, Registration No. 22-21897.
T-1.3 - A copy of the authorization of the Trustee to exercise
corporate trust powers; incorporated herein by reference to
Exhibit T-1.3 filed with Form T-1 Statement, Registration
No. 22-21897.
T-1.4 - A copy of the By-laws of the U.S. Trust Company of Texas,
N.A., as amended to date; incorporated herein by reference
to Exhibit T-1.4 filed with Form T-1 Statement, Registration
No. 22-21897.
T-1.6 - The consent of the Trustee required by Section 321(b) of the
Trust Indenture Act of 1939.
T-1.7 - A copy of the latest report of condition of the Trustee
published pursuant to law or the requirements of its
supervising or examining authority.
NOTE
As of September 28, 1998, the Trustee had 5,000 shares of Capital Stock
outstanding, all of which are owned by U.S. T.L.P.O. Corp. As of September 28,
1998, U.S. T.L.P.O. Corp. had 35 shares of Capital Stock outstanding, all of
which are owned by U.S. Trust Corporation. U.S. Trust Corporation had
outstanding 19,142,000.00 shares of $5 par value Common Stock as of February
24, 1998.
The term "Trustee" in Items 2, 5, 6, 7, 8, 9, 10 and 11 refers to each of U.S
Trust Company of Texas, N.A., U.S. T.L.P.O. Corp. and U.S. Trust Corporation.
Inasmuch as this Form T-1 is filed prior to the ascertainment by the Trustee
of all the facts on which to base responsive answers to Items 2, 5, 6, 7, 9,
10 and 11, the answers to said Items are based upon incomplete information.
Items 2, 5, 6, 7, 9, 10 and 11 may, however, be considered correct unless
amended by an amendment to this Form T-1.
In answering any items in this Statement of Eligibility and Qualification
which relates to matters peculiarly within the knowledge of the obligors or
their directors or officers, or an underwriter for the obligors, the Trustee
has relied upon information furnished to it by the obligors and will rely on
information to be furnished by the obligors or such underwriter, and the
Trustee disclaims responsibility for the accuracy or completeness of such
information.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee,
U.S Trust Company of Texas, N.A., a national banking association organized
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 Dallas, and State
of Texas on the 29th day of September, 1998.
U.S. Trust Company
of Texas, N.A., Trustee
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
Vice President
Exhibit T-1.6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939 as amended in connection with the proposed issue of Pentegra Dental
Group, Inc. Convertible Subordinated Debentures, 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 therefore.
U.S. Trust Company of Texas, N.A.
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
Vice President
Board of Governors of the Federal
Reserve System
OMB Number: 7100-0036
Federal Deposit Insurance Corporation
OMB Number: 3064-005
Office of the Comptroller of the
Currency
Federal Financial Institutions OMB Number: 1557-008
Examination Council Expires March 31, 2001
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(1)
Please Refer to Page I,
(LOGO) Table of Contents, for
the required disclosure
of estimated burden.
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CONSOLIDATED REPORTS OF CONDITION AND
INCOME FOR A BANK WITH DOMESTIC OFFICES
ONLY AND TOTAL ASSETS OF LESS THAN $100
MILLION - - FFIEC 033 (19980630)
(RCRI 9999)
REPORT AT THE CLOSE OF BUSINESS
JUNE 30, 1998
This report form is to be filed by
This report is required by law: 12 banks with domestic offices only.
U.S.C. Section Section 324 (State Banks with branches and consolidated
member banks); 12 U.S.C. Section subsidiaries in U.S. territories and
Section 1817 (State nonmember banks); possessions, Edge or Agreement
and 12 U.S.C. Section Section 161 subsidiaries, foreign branches,
(National banks). consolidated foreign subsidiaries, or
International Banking Facilities must
file FFIEC 031.
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NOTE: The Reports of Condition and The Reports of Condition and Income
Income must be signed by an authorized are to be prepared in accordance with
officer and the Report of Condition Federal regulatory authority
must be attested to by not less than instructions. NOTE: these
two directors (trustees) for State instructions may in some cases differ
nonmember banks and three directors for from generally accepted accounting
State member and National Banks. principles.
I, Xxxxxx X. Childs, SVP & Cashier We, the undersigned directors
------------------------------- (trustees), attest to the correctness
Name and Title of Officer of this Report of Condition
Authorized to Sign Report (including the supporting schedules)
and declare that it has been examined
of the named bank do hereby declare by us and to the best of our
that these Reports of Condition and knowledge and belief has been
Income (including the supporting prepared in conformance with the
schedules) have been prepared in instructions issued by the
conformance with the instructions appropriate Federal regulatory
issued by the appropriate Federal authority and is true and correct.
regulatory authority and are true to
the best of my knowledge and belief.
/s/ Xxxxxxx Xxxxxxx
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/s/ Xxxxxx X. Childs Director (Trustee)
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Signature of Officer Authorized to
Sign Report /s/ Xxxxxx Xxxxx
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Director (Trustee)
7/15/98
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Date of Signature /s/ Xxxxx Xxxxxx
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Director (Trustee)
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SUBMISSION OF REPORTS (b) in hard-copy (paper) form and
arrange for another party to
Each bank must prepare its Reports of convert the paper report to
Condition and Income either: electronic form. That party (if
(a) in electronic form and then file other than EDS) must transmit the
the computer data file directly bank's computer data file to EDS.
with the banking agencies' To fulfill the signature and
collection agent, Electronic Data attestation requirement for the
Systems Corporation (EDS), by Reports of Condition and Income for
modem or on computer diskette; or this report date, attach this
signature page to the hard-copy record
of the completed report that the bank
places in its files.
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FDIC Certificate Number 33217 US TRUST COMPANY OF TEXAS,
------------- NATIONAL ASSOCIATION
(RCRI 9050) --------------------------------------
Legal Title of Bank (TEXT 9010)
Dallas
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City (TEXT 9130)
TX 75201
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State Abbrev. Zip Code
(TEXT 9200) (TEXT 9220)
Board of Governors of the Federal Reserve System, Federal Deposit Insurance
Corporation, Office of the Comptroller of the Currency
U.S. TRUST COMPANY OF TEXAS, N.A. Call Date: State #: 48-6797 FFIEC 033
0000 XXXX XXXXXX, XXXXX 0000 06/30/98 Cert #: 33217 RC-1
XXXXXX, XX 00000 Vendor ID:
D
Transit #: 11101765
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9
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CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1998
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
C200
Dollar Amounts in Thousands
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ASSETS
1. Cash and balances due from depository institutions: RCON
---- -------
a. Noninterest-bearing balances and currency and coin (1,2)__________________ ______ _______ 0081 1,900 1.a
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b. Interest bearing balances (3)________________________________________ ______ _______ 0071 241 1.b
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2. Securities:
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a. Held-to-maturity securities (from Schedule RC-B, column A)____________ ______ _______ 1754 0 2.a
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b. Available-for-sale securities (from Schedule RC-B, column D)___________ ______ _______ 1773 127,638 2.b
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3. Federal funds sold (4) and securities purchased under agreements to resell: 1350 2,000 3
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4. Loans and lease financing receivables: RCON
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a. Loans and leases, net of unearned income (from Schedule RC-C)_________ 2122 20,749 4.a
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b. LESS: Allowance for loan and lease losses____________________________ 3123 230 4.b
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c. LESS: Allocated transfer risk reserve__________________________________ 3128 0 4.c
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d. Loans and leases, net of unearned income, allowance, and reserve RCON
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(item 4.a minus 4.b and 4.c)__________________________________________ ______ _______ 2125 20,519 4.d
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5. Trading assets_________________________________________________________ ______ _______ 3545 0 5.
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6. Premises and fixed assets (including capitalized leases)___________________ ______ _______ 2145 705 6.
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7. Other real estate owned (from Schedule RC-M)___________________________ ______ _______ 2150 0 7.
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8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M)__________________________________________________ ______ _______ 2130 0 8.
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9. Customers' liability to this bank on acceptances outstanding________________ ______ _______ 2155 0 9.
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10. Intangible assets (from Schedule RC-M)__________________________________ ______ _______ 2143 0 10.
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11. Other assets (from Schedule RC-F)______________________________________ ______ _______ 2160 1,859 11.
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12. Total assets (sum of items 1 through 11)__________________________________ ______ _______ 2170 154,862 12.
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(1) Includes cash items in process of collection and unposted debits.
(2) Included time certificates of deposit not held for trading.
U.S. TRUST COMPANY OF TEXAS, N.A. Call Date: State #: 48-6797 FFIEC 033
0000 XXXX XXXXXX, XXXXX 0000 06/30/98 Cert #: 33217 RC-2
XXXXXX, XX 00000 Vendor ID:
D
Transit #: 11101765
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10
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SCHEDULE RC - CONTINUED
Dollar Amounts in Thousands
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of RCON
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columns A and C from Schedule RC-E)_______________________________ RCON 2200 128,302 13.a
---- -------- --------
(1) Noninterest-bearing (1)______________________________________ 6631 18,826 13.a.1
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(2) Interest-bearing ____________________________________________ 6636 109,476 13.a.2
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b. In foreign offices, Edge and Agreement subsidiaries, and IBFs
(1) Noninterest-bearing__________________________________________
(2) Interest-bearing_____________________________________________
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14. Federal funds purchased(2) and securities sold under agreements to RCON 0 14
repurchase: ---- --------
2800
15. a. Demand notes issued to the U.S. Treasury__________________________ _______ _______ 2840 0 15.a
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b. Trading liabilities_______________________________________________ ______ _______ 3548 0 15.b
16. Other borrowed money: --------
A. WITH A REMAINING MATURITY OF ONE YEAR OR LESS_____________________ ______ _______ 2332 1,000 16.a
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B. WITH A REMAINING MATURITY OF MORE THAN ONE YEAR THROUGH THREE ______ _______ A547 2,000 16.b
YEARS_________________________________________________________________ --------
C. WITH A REMAINING MATURITY OF MORE THAN THREE ______ _______ A548 1,000 16.c
YEARS_________________________________________________________________ ---------
17. Not applicable
18. Bank's liability on acceptances executed and outstanding______________ ______ _______ 2920 0 18.
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19. Subordinated notes and debentures_____________________________________ ______ _______ 3200 0 19.
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20. Other liabilities (from Schedule RC-G)________________________________ ______ _______ 2930 2,006 20.
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21. Total liabilities (sum of items 13 through 20)________________________ ______ _______ 2948 134,308 21.
22. Not applicable ---------
EQUITY CAPITAL
RCON
---- ---------
23. Perpetual preferred stock and related surplus_________________________ ______ _______ 3838 7,000 23.
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24. Common stock__________________________________________________________ ______ _______ 3230 500 24.
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25. Surplus (exclude all surplus related to preferred ______ _______ 3839 8,384 25.
stock)________________________________________________________________ ---------
26. a. Undivided profits and capital reserves____________________________ ______ _______ 3632 4,252 26.a
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b. Net unrealized holding gains (losses) on available-for-sale ______ _______ 8434 418 26.b
securities____________________________________________________________ ---------
27. Cumulative foreign currency translation adjustments___________________
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28. Total equity capital (sum of items 23 through 27)_____________________ ______ _______ 3210 20,554 28.
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29. Total liabilities and equity capital (sum of items 21 and 28)_________ ______ _______ 2257 154,862 29.
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MEMORANDUM
TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION. NUMBER
--------
1. Indicate in the box at the right the number of the statement below that best describes the most
comprehensive level of auditing work performed for the bank by independent external auditors as
of any date during 1997___________________________________________________________________ 6724 N/A M.1
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1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other
with generally accepted auditing standards by certified external auditors (may be required by state
public accounting firm which submits a report on the bank chartering authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by
submits a report on the consolidated holding company (but external auditors
not on the bank separately) 7 = Other audit procedures (excluding tax preparation
3 = Directors' examination of the bank conducted in accordance work)
with generally accepted auditing standards by a certified 8 = No external audit work
public accounting firm (may be required by state chartering
authority)
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) Includes limited-life preferred stock and related surplus.
