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) |__|
___________________________
THE BANK
OF NEW YORK TRUST COMPANY, N.A.
(Exact
name of trustee as specified in its charter)
|
(State
of incorporation
if
not a U.S. national bank)
|
95-3571558
(I.R.S.
employer
identification
no.)
|
|
700
South Flower Street
Suite
500
Los
Angeles, California
(Address
of principal executive offices)
|
90017
(Zip
code)
|
___________________________
JOHNSON
& JOHNSON
(Exact
name of obligor as specified in its charter)
|
New
Jersey
(State
or other jurisdiction of
incorporation
or organization)
|
22-1024240
(I.R.S.
employer
identification
no.)
|
|
One
Johnson & Johnson Plaza
New
Brunswick, New Jersey
(Address
of principal executive offices)
|
08933
(Zip
code)
|
___________________________
Debt
Securities
(Title of
the indenture securities)
= = = = =
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
= = = = = = = = = = = = = = = = = = = = = = = = = = =
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).
|
|
|
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.
|
2
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 15th day of February, 2008.
| THE BANK OF NEW YORK TRUST COMPANY, N.A. | ||||
|
|
By:
|
/s/ J. BARTOLINI | ||
| Name: J. BARTOLINI | ||||
| Title: VICE PRESIDENT | ||||
3
EXHIBIT 7
Consolidated
Report of Condition of
THE BANK
OF NEW YORK TRUST COMPANY, N.A.
of 700
South Flower Street, Suite 200, Los Angeles, CA 90017
At the close of business December 31,
2007, published in accordance with Federal regulatory authority
instructions.
|
Amounts
|
Dollar
|
|
in
Thousands
|
ASSETS
|
Cash
and balances due from
depository institutions:
|
|||
|
Noninterest-bearing
balances
|
|||
|
and
currency and coin
|
14,687
|
||
|
Interest-bearing
balances
|
0
|
||
|
Securities:
|
|||
|
Held-to-maturity
securities
|
43
|
||
|
Available-for-sale
securities
|
216,332
|
||
|
Federal
funds sold and securities
purchased under agreements to resell:
|
|||
|
Federal
funds sold
|
23,800
|
||
|
Securities
purchased under agreements to resell
|
89,400
|
||
|
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)
|
12,676
|
||
|
Other
real estate owned
|
0
|
||
|
Investments
in unconsolidated
subsidiaries and associated
companies
|
0
|
||
|
Not
applicable
|
|||
|
Intangible
assets:
|
|||
|
Goodwill
|
871,685
|
||
|
Other
Intangible Assets
|
300,982
|
||
|
Other
assets
|
152,943
|
||
|
Total
assets
|
$1,682,548
|
||
LIABILITIES
|
Deposits:
|
|||
|
In
domestic offices
|
1,628
|
||
|
Noninterest-bearing
|
1,628
|
|
|
|
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)
|
193,691
|
||
|
Not
applicable
|
|||
|
Not
applicable
|
|||
|
Subordinated
notes and debentures
|
0
|
||
|
Other
liabilities
|
161,803
|
||
|
Total
liabilities
|
357,122
|
||
|
Minority
interest in consolidated subsidiaries
|
0
|
||
EQUITY
CAPITAL
|
Perpetual
preferred stock and related surplus
|
0
|
|
Common
stock
|
1,000
|
|
Surplus
(exclude all surplus related to preferred stock)
|
1,121,520
|
|
Retained
earnings
|
202,154
|
|
Accumulated
other comprehensive
income
|
752
|
|
Other
equity capital components
|
0
|
|
Total
equity capital
|
1,325,426
|
|
Total
liabilities, minority interest, and equity capital
|
1,682,548
|
I, Karen Bayz, Vice President of the
above-named bank do hereby declare that the Reports of Condition and Income
(including the supporting schedules) for this report date have been prepared in
conformance with the instructions issued by the appropriate Federal regulatory
authority and are true to the best of my knowledge and
belief.
|
Karen
Bayz
|
)
|
Vice
President
|
We, the undersigned directors
(trustees), attest to the correctness of the Report of Condition (including the
supporting schedules) for this report date 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.
|
Michael K. Klugman,
President
|
)
|
|
|
Frank P. Sulzberger,
MD
|
)
|
Directors
(Trustees)
|
|
William D. Lindelof,
VP
|
)
|
2