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EXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
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LASALLE BANK NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
36-0884183
(I.R.S. Employer
Identification No.)
135 South LaSalle Street, Chicago, Illinois 60603
(Address of principal executive offices) (Zip Code)
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Willie J. Miller, Jr.
Group Senior Vice President
Chief Legal Officer and Secretary
Telephone: (312) 904-2018
135 South LaSalle Street
Chicago, Illinois 60603
(Name, address and telephone number of agent for service)
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Beyond.com Corporation
(Exact name of obligor as specified in its charter)
Delaware 94-3212136
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
3200 Patrick Henry Drive
Santa, Clara, California 95054
(Address of Principal Executive Offices) (Zip Code)
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$42,166,667 10 7/8% Convertible Subordinated Notes due December 1, 2003
(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.
1. Comptroller of the Currency, Washington D.C.
2. Federal Deposit Insurance Corporation, Washington, D.C.
3. The Board of Governors of the Federal Reserve Systems,
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such affiliation.
Not Applicable
*Pursuant to General Instruction B, the trustee has responded only to items 1,
2, and 16 of this form since to the best knowledge of the trustee the obligor is
not in default under any indenture under which the trustee is a trustee.
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ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as part of this statement of eligibility and
qualification.
1. A copy of the Articles of Association of LaSalle Bank
National Association now in effect.*
2. A copy of the certificate of authority to commence
business.*
3. A copy of the authorization to exercise corporate trust
powers.*
4. A copy of the existing By-Laws of LaSalle Bank National
Association.*
5. A copy of any other indenture under which any other
securities, or certificates of interest or participation
in any other securities, of the obligor are outstanding.**
6. The consent of the trustee required by Section 321(b) of
the Trust Indenture Act of 1939.*
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.
8. Not applicable.
9. Not applicable.
*Incorporated by reference from Exhibit 25.1 filed on June 29, 2000 on Current
Report on form 8-K by Superior Bank FSB
**Incorporated by reference from Beyond.com's Registration Statement on Form S-1
(File No. 333-74545)
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
LaSalle 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 Chicago, State of Illinois, on the 1st day of
September, 2000.
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ John W. Porter
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John W. Porter
Assistant Vice President
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EXHIBIT 7
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND
STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 2000
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
<TABLE>
<CAPTION>
Dollar Amounts In Thousands
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ASSETS
<S> <C> <C> <C> <C> <C>
1. Cash and balances due from depository institutions
(from Schedule RC-A): RCFD
a. Noninterest-bearing balances and currency and coin(1) 0081 937,481 1.a
b. Interest-bearing balances(2) 0071 2,653 1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B,
column A) 1754 786,585 2.a
b. Available-for-sale securities (from Schedule RC-B,
column D) 1773 11,699,979 2.b
3. Federal funds sold and securities purchased under
agreements to resell 1350 979,074 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income RCFD
(from Schedule RC-C) 2122 29,505,422 4.a
b. LESS: Allowance for loan and lease losses 3123 441,168 4.b
c. LESS: Allocated transfer risk reserve 3128 0 4.c
d. Loans and leases, net of unearned income,
allowance, and reserve (item 4.a minus 4.b and 4.c) 2125 29,064,254 4.d
5. Trading assets (from Schedule RC-D) 3545 289,652 5.
6. Premises and fixed assets (including capitalized leases) 2145 282,955 6.
7. Other real estate owned (from Schedule RC-M) 2150 4,642 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M) 2130 0 8.
9. Customer's liability to this bank on acceptance
outstanding 2155 18,994 9.
10. Intangible assets (from Schedule RC-M) 2143 567,652 10.
11. Other assets (from Schedule RC-F) 2160 1,582,869 11.
12. Total assets (sum of items 1 through 11) 2170 46,216,790 12.
</TABLE>
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(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
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135 South LaSalle Street Page RC-2
Chicago, IL 60603 Vendor ID: D CERT: 16407 12
Transit Number: 71000505
SCHEDULE RC - CONTINUED
<TABLE>
<CAPTION>
Dollar Amounts in Thousands
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<S> <C> <C> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of RCON
columns A and C from Schedule RC-E, part I) 2200 26,179,477 13.a
RCON
(1) Noninterest-bearing(1) 6631 2,645,282 13.a.1
(2) Interest-bearing 6636 23,534,795 13.a.2 26,179,477
RCFN
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from
Schedule RC-E, part II) 2200 3,341,856 13.b
RCFN
(1) Noninterest-bearing 6631 0 13.b.1
(2) Interest-bearing 6636 3,341,856 13.b.2
RCFD
14. Federal funds purchased and securities sold under agreements to repurchase 2800 3,275,076 14
RCON
15. a. Demand notes issued to the U.S. Treasury 2840 1,812,808 15.a
RCFD
b. Trading liabilities (from Schedule RC-D) 3548 82,282 15.b
16. Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
a. With a remaining maturity of one year or less 2332 6,300,965 16.a
b. With a remaining maturity of more than one year through three years A547 11,511 16.b
c. With a remaining maturity of more than three years A548 45,728 16.c
17. Not applicable.
18. Bank's liability on acceptances executed and outstanding 2920 18,994 18.
19. Subordinated notes and debentures(2) 3200 726,000 19.
20. Other liabilities (from Schedule RC-G) 2930 1,036,980 20.
21. Total liabilities (sum of items 13 through 20) 2948 42,831,677 21. 42,831,677
22. Not applicable
EQUITY CAPITAL
RCFD
23. Perpetual preferred stock and related surplus 3838 452,310 23.
24. Common stock 3230 41,234 24.
25. Surplus (exclude all surplus related to preferred stock) 3839 1,875,178 25.
26. a. Undivided profits and capital reserves 3632 1,130,808 26.a
b. Net unrealized holding gains (losses) on available-for-sale securities 8434 (114,417) 26.b
c. Accumulated net gains (losses) on cash flow hedges 4336 0 26.c
27. Cumulative foreign currency translation adjustments 3284 0 27.
28. Total equity capital (sum of Items 23 through 27) 3210 3,385,113 28. 3,385,113
29. Total liabilities and equity capital (sum of Items 21 and 28) 3300 46,216,790 29.
MEMORANDUM
TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION.
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 RCFD Number
for the bank by independent external auditors as of any date during 1996 6724 2 M.1
</TABLE>
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examination of the bank performed by other external auditors (may
be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work
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(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
