EXHIBIT 25.1
CONFORMED COPY
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
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)
HSBC Bank USA
(Exact name of trustee as specified in its charter)
New York 13-2774727
(Jurisdiction of incorporation (I.R.S. Employer
or organization if not a U.S. Identification No.)
national bank)
452 Fifth Avenue, New York, NY 10018-2706
(212) 525-5600 (Zip Code)
(Address of principal executive offices)
Warren L. Tischler
Senior Vice President
HSBC Bank USA
452 Fifth Avenue
New York, New York 10018-2706
Tel: (212) 525-1311
(Name, address and telephone number of agent for service)
Host Marriott, L.P.
(Exact name of obligor as specified in its charter)
Delaware 52-2095412
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
10400 Fernwood Road
Bethesda, Maryland 20817
(Address of principal executive offices)
9.50% Series I Senior Notes due January 15th, 2007
(Title of Indenture Securities)
General
Item 1. General Information.
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Furnish the following information as to the trustee:
(a) Name and address of each examining or supervisory
authority to which it is subject.
State of New York Banking Department.
Federal Deposit Insurance Corporation, Washington, D.C.
Board of Governors of the Federal Reserve System,
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor.
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If the obligor is an affiliate of the trustee, describe
each such affiliation.
None
Item 16. List of Exhibits
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Exhibit
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T1A(i) (1) Copy of the Organization Certificate of HSBC Bank USA.
T1A(ii) (1) Certificate of the State of New York Banking Department
dated December 31, 1993 as to the authority of HSBC
Bank USA to commence business as amended effective on
March 29, 1999.
T1A(iii) Not applicable.
T1A(iv) (1) Copy of the existing By-Laws of HSBC Bank USA as
adopted on January 20, 1994 as amended on October 23,
1997.
T1A(v) Not applicable.
T1A(vi) (2) Consent of HSBC Bank USA required by Section 321(b) of
the Trust Indenture Act of 1939.
T1A(vii) Copy of the latest report of condition of the trustee
(June 30, 2001), published pursuant to law or the
requirement of its supervisory or examining authority.
T1A(viii) Not applicable.
T1A(ix) Not applicable.
(1) Exhibits previously filed with the Securities and Exchange Commission with
registration No. 022-22429 and incorporated herein by reference thereto.
(2) Exhibit previously filed with the Securities and Exchange Commission with
Registration No. 33-53693 and incorporated herein by reference thereto.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
HSBC Bank USA, a banking corporation and trust company organized 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 20th day of December, 2001.
HSBC BANK USA
By: /s/ Deirdra N. Ross
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Deirdra N. Ross
Assistant Vice President
Exhibit T1A (vii)
Board of Governors of the Federal Reserve System
OMB Number: 7100-0036
Federal Deposit Insurance Corporation
OMB Number: 3064-0052
Office of the Comptroller of the Currency
OMB Number: 1557-0081
Federal Financial Institutions Examination Council Expires March 31, 2002
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Please refer to page i,
Table of Contents, for
the required disclosure [1]
of estimated burden.
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Consolidated Reports of Condition and Income for
A Bank With Domestic and Foreign Offices--FFIEC 031
Report at the close of business June 30, 2001 (199809300)
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(RCRI 9999)
This report is required by law; 12 U.S.C. (S)324 (State member banks); 12 This report form is to be filed by banks with
U.S.C. (S) 1817 (State nonmember banks); and 12 U.S.C. (S)161 (National branches and consolidated subsidiaries in U.S.
banks). territories and possessions, Edge or Agreement
subsidiaries, foreign branches, consolidated
foreign subsidiaries, or x International Banking
Facilities.
NOTE: The Reports of Condition and Income must be signed by an authorized The Reports of Condition and Income are to be
officer and the Report of Condition must be attested to by not less than two prepared in accordance with Federal regulatory
directors (trustees) for State nonmember banks and three directors for State authority instructions.
member and National Banks.
We, the undersigned directors (trustees), attest
I, Gerald A. Ronning, Executive VP & Controller to the correctness of this Report of Condition
--------------------------------------------- (including the supporting schedules) and declare
Name and Title of Officer Authorized to Sign Report that it has been examined by us and to the best of
our knowledge and belief has been prepared in
Of the named bank do hereby declare that these Reports of Condition and Income conformance with the instructions issued by the
(including the supporting schedules) have been prepared in conformance with appropriate Federal regulatory authority and is
the instructions issued by the appropriate Federal regulatory authority and true and correct.
are true to the best of my knowledge and believe.
/s/ Gerald A. Ronning /s/ Youssef Nasr
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Signature of Officer Authorized to Sign Report Director (Trustee)
/s/ Bernard J. Kennedy
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Director (Trustee)
05/14/01 /s/ Sal H. Alfieri
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Date of Signature Director (Trustee)
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Submission of Reports
Each Bank must prepare its Reports of Condition and For electronic filing assistance, contact EDS Call
Income either: report Services, 2150 N. Prospect Ave., Milwaukee,
WI 53202, telephone (800) 255-1571.
(a) in electronic form and then file the computer data file directly To fulfill the signature and attestation require-
with the banking agencies' collection agent, Electronic Data ment for the Reports of Condition and Income for
System Corporation (EDS), by modem or computer diskette; or this report date, attach this signature page to the
hard-copy of the completed report that the bank
b) in hard-copy (paper) form and arrange for another party to places in its files.
convert the paper report to automated for. That party (if other
than EDS) must transmit the bank's computer data file to EDS.
FDIC Certificate Number 0 0 5 8 9
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(RCRI 9030)
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http://WWW.BANKING.US.HSBC.COM HSBC Bank USA
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Primary Internet Web Address of Bank (Home Page), if any (TEXT 4087) Legal Title of Bank (TEXT 9010)
(Example: www.examplebank.com)
Buffalo
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City (TEXT 9130)
N.Y. 14203
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State Abbrev. (TEXT 9200) ZIP Code (TEXT 9220)
Board of Governors of the Federal Reserve System, Federal Deposit Insurance
Corporation, Office of the Comptroller of the Currency
REPORT OF CONDITION
Consolidated domestic subsidiaries
HSBC Bank USA of Buffalo
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Name of Bank City
in the state of New York, at the close of business June 30, 2001
ASSETS
Thousands of dollars
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Cash and balances due from depository institutions:
None-interest-bearing balances currency and coin $ 1,798,225
Interest-bearing balances 3,626,235
Held-to-maturity securities 4,643,408
Available-for-sale securities 12,858,449
Federal funds sold and securities purchased
under a agreements to resell 3,338,625
Loans and lease financing receivables:
Loans and leases held for sale $ 2,707,945
Loans and leases net of unearned income $ 39,126,969
LESS: Allowance for loan and lease losses 511,902
Loans and lease, net of unearned income,
allowance, and reserve $36,615,067
Trading assets 8,656,314
Premises and fixed assets 790,761
Other real estate owned 18,451
Investments in unconsolidated subsidiaries 238,203
Customers' liability to this bank on acceptances outstanding 102,403
Intangible assets: Goodwill 2,308,594
Intangible assets: Other intangible assets 330,151
Other assets 2,789,792
Total assets 82,822,623
LIABILITIES
Deposits:
In domestic offices 37,686,457
Non-interest-bearing 5,102,134
Interest-bearing 32,584,323
In foreign offices 21,733,133
Non-interest-bearing 361,092
Interest-bearing 21,372,041
Federal funds purchased and securities sold under
agreements to repurchase 1,322,930
Trading Liabilities 3,583,989
Other borrowed money 7,190,568
Bank's liability on acceptances 102,403
Subordinated notes and debentures 1,539,678
Other liabilities 2,714,144
Total liabilities 75,873,302
Minority Interests in consolidated Subsidiaries 172
EQUITY CAPITAL
Perpetual preferred stock and related surplus -
Common Stock 205,000
Surplus 6,382,026
Retained earnings 323,672
Accumulated other comprehensive income 38,451
Other equity capital components -
Total equity capital 6,949,149
Total liabilities, minority interests and equity capital 82,822,623