EXHIBIT 25.1
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)
-----------
MARINE MIDLAND BANK
(Exact name of trustee as specified in its charter)
New York 16-1057879
(Jurisdiction of incorporation (I.R.S. Employer
or organization if not a U.S. Identification No.)
national bank)
140 Broadway, New York, N.Y. 10005-1180
(212) 658-1000 (Zip Code)
(Address of principal executive offices)
Warren L. Tischler
Senior Vice President
Marine Midland Bank
140 Broadway
New York, New York 10005-1180
Tel: (212) 658-5167
(Name, address and telephone number of agent for service)
HMH PROPERTIES, INC.
(Exact name of obligor as specified in its charter)
Delaware
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
10400 Fernwood Road
Bethesda, Maryland 20817
(301) 380-9000 (Zip Code)
(Address of principal executive offices)
7 7/8% SERIES A SENIOR NOTES DUE 2005
(Title of Indenture Securities)
General
Item 1. General Information.
--------------------
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.
--------------------------
If the obligor is an affiliate of the trustee, describe
each such affiliation.
None
Item 16. List of Exhibits.
-----------------
Exhibit
- -------
T1A(i) * - Copy of the Organization Certificate of
Marine Midland Bank.
T1A(ii) * - Certificate of the State of New York
Banking Department dated December 31,
1993 as to the authority of Marine Midland
Bank to commence business.
T1A(iii) - Not applicable.
T1A(iv) * - Copy of the existing By-Laws of Marine
Midland Bank as adopted on January 20,
1994.
T1A(v) - Not applicable.
T1A(vi) * - Consent of Marine Midland Bank required
by Section 321(b) of the Trust Indenture
Act of 1939.
T1A(vii) - Copy of the latest report of condition of
the trustee (March 31, 1998), published
pursuant to law or the requirement of its
supervisory or examining authority.
T1A(viii) - Not applicable.
T1A(ix) - Not applicable.
* Exhibits 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,
Marine Midland Bank, 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 4th day of August, 1998.
MARINE MIDLAND BANK
By: /s/ Anthony R. Bufinsky
--------------------------------------
Anthony R. Bufinsky
Corporate Trust Officer
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, 2000
- -----------------------------------------------------------------------------------------------------------------
Please refer to page i, [1]
Table of Contents, for
the required disclosure
of estimated burden.
- -----------------------------------------------------------------------------------------------------------------
CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR
A BANK WITH DOMESTIC AND FOREIGN OFFICES--FFIEC 031
REPORT AT THE CLOSE OF BUSINESS MARCH 31, 1998
This report is required by law; 12 U.S.C. (S)324 (971231)
(State member banks); 12 U.S.C. (S) 1817 (State -----------
nonmember banks); and 12 U.S.C. (S)161 (National banks). (RCRI 9999)
NOTE: The Reports of Condition and Income must be The Reports of Condition and Income are to be prepared in
signed by an authorized officer and the Report of accordance with Federal regulatory authority instructions.
Condition must be attested to by not less than two
directors (trustees) for State nonmember banks and We, the undersigned directors (trustees), attest to the
three directors for State member and National Banks. correctness of this Report of Condition (including the
supporting schedules) and declare that it has been examined by
I, Gerald A. Ronning, Executive VP & Controller us and to the best of our knowledge and belief has been
- ----------------------------------------------- prepared in conformance with the instructions issued by the
Name and Title of Officer Authorized to Sign Report appropriate Federal regulatory authority and is true and
correct.
of the named bank do hereby declare that these
Reports of Condition and Income (including the /s/ Malcolm Burnett
supporting schedules) have been prepared in ---------------------------------------------------------------
conformance with the instructions issued by the Director (Trustee)
appropriate Federal regulatory authority and are
true to the best of my knowledge and believe. /s/ Bernard J. Kennedy
---------------------------------------------------------------
/s/ Gerald A. Ronning Director (Trustee)
- ------------------------------------------------------
Signature of Officer Authorized to Sign Report /s/ Sal H. Alfiero
---------------------------------------------------------------
4/27/98 Director (Trustee)
- ------------------------------------------------------
Date of Signature (b) in hard-copy (paper) form and arrange for another party
to convert the paper report to automated for. That party (if
SUBMISSION OF REPORTS other than EDS) must transmit the bank's computer data file to
EDS
Each Bank must prepare its Reports of Condition and
Income either: To fulfill the signature and attestation requirement for the
Reports of Condition and Income for this report date, attach
(a) in automated formand then file the computer data this signature page to the hard-copy f the completed report
file directly with the banking agencies' collection that the bank places in its files.
agent, Electronic Data System Corporation (EDS), by
modem or computer diskette; or
- -----------------------------------------------------------------------------------------------------------------------
FDIC Certificate Number 0 0 5 8 9
---------
(RCRI 9030)
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the
Marine Midland Bank of Buffalo
Name of Bank City
in the state of New York, at the close of business
March 31, 1998
ASSETS
Thousands
of dollars
Cash and balances due from depository
institutions:
Noninterest-bearing balances
currency and coin............................ $ 1,256,485
Interest-bearing balances.................... 2,022,831
Held-to-maturity securities.................. 0
Available-for-sale securities................ 3,703,793
Federal funds sold and securities purchased
under agreements to resell................... 1,758,449
Loans and lease financing receivables:
Loans and leases net of unearned
income....................................... 21,468,541
LESS: Allowance for loan and lease
losses....................................... 404,696
LESS: Allocated transfer risk reserve 0
Loans and lease, net of unearned
income, allowance, and reserve............... 21,063,845
Trading assets............................... 885,006
Premises and fixed assets (including
capitalized leases).......................... 215,178
Other real estate owned......................... 13,130
Investments in unconsolidated
subsidiaries and associated companies........... 0
Customers' liability to this bank on
acceptances outstanding......................... 28,219
Intangible assets............................... 471,296
Other assets.................................... 501,251
Total assets.................................... 31,919,483
LIABILITIES
Deposits:
In domestic offices....................... 20,966,355
Noninterest-bearing....................... 3,689,470
Interest-bearing.......................... 17,276,885
In foreign offices, Edge, and Agreement
subsidiaries, and IBFs....................... 4,101,409
Noninterest-bearing....................... 0
Interest-bearing.......................... 4,101,409
Federal funds purchased and securities sold
under agreements to repurchase............ 814,706
Demand notes issued to the U.S. Treasury 309,243
Trading Liabilities.......................... 143,683
Other borrowed money:
With a remaining maturity of one year
or less................................... 1,878,712
With a remaining maturity of more than
one year through three years.............. 70,086
With a remaining maturity of more than
three years............................... 54,547
Bank's liability on acceptances
executed and outstanding..................... 28,219
Subordinated notes and debentures............ 497,837
Other liabilities............................ 822,464
Total liabilities............................ 29,687,261
EQUITY CAPITAL
Perpetual preferred stock and related
surplus...................................... 0
Common Stock................................. 205,000
Surplus...................................... 1,984,728
Undivided profits and capital reserves....... 19,101
Net unrealized holding gains (losses)
on available-for-sale securities............. 23,393
Cumulative foreign currency translation
adjustments.................................. 0
Total equity capital......................... 2,232,222
Total liabilities, limited-life
preferred stock, and equity capital.......... 31,919,483
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)
-----------
MARINE MIDLAND BANK
(Exact name of trustee as specified in its charter)
New York 16-1057879
(Jurisdiction of incorporation (I.R.S. Employer
or organization if not a U.S. Identification No.)
national bank)
140 Broadway, New York, N.Y. 10005-1180
(212) 658-1000 (Zip Code)
(Address of principal executive offices)
Warren L. Tischler
Senior Vice President
Marine Midland Bank
140 Broadway
New York, New York 10005-1180
Tel: (212) 658-5167
(Name, address and telephone number of agent for service)
HMH PROPERTIES, INC.
(Exact name of obligor as specified in its charter)
Delaware
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
10400 Fernwood Road
Bethesda, Maryland
(301) 380-9000 20817
(Address of principal executive offices) (Zip Code)
7 7/8% SERIES B SENIOR NOTES DUE 2008
(Title of Indenture Securities)
General
Item 1. General Information.
--------------------
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.
--------------------------
If the obligor is an affiliate of the trustee, describe
each such affiliation.
None
Item 16. List of Exhibits.
-----------------
Exhibit
- -------
T1A(i) * - Copy of the Organization Certificate of
Marine Midland Bank.
T1A(ii) * - Certificate of the State of New York
Banking Department dated December 31,
1993 as to the authority of Marine Midland
Bank to commence business.
T1A(iii) - Not applicable.
T1A(iv) * - Copy of the existing By-Laws of Marine
Midland Bank as adopted on January 20,
1994.
T1A(v) - Not applicable.
T1A(vi) * - Consent of Marine Midland Bank required
by Section 321(b) of the Trust Indenture
Act of 1939.
T1A(vii) - Copy of the latest report of condition of
the trustee (March 31, 1998), published
pursuant to law or the requirement of its
supervisory or examining authority.
T1A(viii) - Not applicable.
T1A(ix) - Not applicable.
* Exhibits 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,
Marine Midland Bank, 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 4th day of August, 1998.
MARINE MIDLAND BANK
By: /s/ Anthony R. Bufinsky
--------------------------------------
Anthony R. Bufinsky
Corporate Trust Officer
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, 2000
- ------------------------------------------------------------------------------------------------------------------------
Please refer to page i, [1]
Table of Contents, for
the required disclosure
of estimated burden.
- ------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR
A BANK WITH DOMESTIC AND FOREIGN OFFICES--FFIEC 031
REPORT AT THE CLOSE OF BUSINESS MARCH 31, 1998
This report is required by law; 12 U.S.C. (S)324 (State (971231)
member banks); 12 U.S.C. (S) 1817 (State nonmember -----------
banks); and 12 U.S.C. (S)161 (National banks). (RCRI 9999)
NOTE: The Reports of Condition and Income must be The Reports of Condition and Income are to be prepared in
signed by an authorized officer and the Report of accordance with Federal regulatory authority instructions.
Condition must be attested to by not less than two
directors (trustees) for State nonmember banks and We, the undersigned directors (trustees), attest to the
three directors for State member and National Banks. correctness of this Report of Condition (including the
I, Gerald A. Ronning, Executive VP & Controller supporting schedules) and declare that it has been examined by
--------------------------------------------- us and to the best of our knowledge and belief has been
Name and Title of Officer Authorized to Sign Report prepared in conformance with the instructions issued by the
appropriate Federal regulatory authority and is true and
of the named bank do hereby declare that these correct.
Reports of Condition and Income (including the
supporting schedules) have been prepared in /s/ Malcolm Burnett
conformance with the instructions issued by the ---------------------------------------------------------------
appropriate Federal regulatory authority and are Director (Trustee)
true to the best of my knowledge and believe.
/s/ Bernard J. Kennedy
/s/ Gerald A. Ronning ---------------------------------------------------------------
- ------------------------------------------------------ Director (Trustee)
Signature of Officer Authorized to Sign Report
/s/ Sal H. Alfiero
4/27/98 ---------------------------------------------------------------
- ------------------------------------------------------ Director (Trustee)
Date of Signature
SUBMISSION OF REPORTS (b) in hard-copy (paper) form and arrange for another party
to convert the paper report to automated for. That party (if
Each Bank must prepare its Reports of Condition and other than EDS) must transmit the bank's computer data file to
Income either: EDS
(a) in automated formand then file the computer data To fulfill the signature and attestation requirement for the
file directly with the banking agencies' collection Reports of Condition and Income for this report date, attach
agent, Electronic Data System Corporation (EDS), by this signature page to the hard-copy f the completed report
modem or computer diskette; or that the bank places in its files.
- ------------------------------------------------------------------------------------------------------------------------
FDIC Certificate Number 0 0 5 8 9
-------------
(RCRI 9030)
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the
Marine Midland Bank of Buffalo
Name of Bank City
in the state of New York, at the close of business
March 31, 1998
ASSETS
Thousands
of dollars
Cash and balances due from depository
institutions:
Noninterest-bearing balances
currency and coin............................ $ 1,256,485
Interest-bearing balances.................... 2,022,831
Held-to-maturity securities.................. 0
Available-for-sale securities................ 3,703,793
Federal funds sold and securities purchased
under agreements to resell................... 1,758,449
Loans and lease financing receivables:
Loans and leases net of unearned
income....................................... 21,468,541
LESS: Allowance for loan and lease
losses....................................... 404,696
LESS: Allocated transfer risk reserve 0
Loans and lease, net of unearned
income, allowance, and reserve............... 21,063,845
Trading assets............................... 885,006
Premises and fixed assets (including
capitalized leases).......................... 215,178
Other real estate owned......................... 13,130
Investments in unconsolidated
subsidiaries and associated companies........... 0
Customers' liability to this bank on
acceptances outstanding......................... 28,219
Intangible assets............................... 471,296
Other assets.................................... 501,251
Total assets.................................... 31,919,483
LIABILITIES
Deposits:
In domestic offices....................... 20,966,355
Noninterest-bearing....................... 3,689,470
Interest-bearing.......................... 17,276,885
In foreign offices, Edge, and Agreement
subsidiaries, and IBFs....................... 4,101,409
Noninterest-bearing....................... 0
Interest-bearing.......................... 4,101,409
Federal funds purchased and securities sold
under agreements to repurchase............ 814,706
Demand notes issued to the U.S. Treasury 309,243
Trading Liabilities.......................... 143,683
Other borrowed money:
With a remaining maturity of one year
or less................................... 1,878,712
With a remaining maturity of more than
one year through three years.............. 70,086
With a remaining maturity of more than
three years............................... 54,547
Bank's liability on acceptances
executed and outstanding..................... 28,219
Subordinated notes and debentures............ 497,837
Other liabilities............................ 822,464
Total liabilities............................ 29,687,261
EQUITY CAPITAL
Perpetual preferred stock and related
surplus...................................... 0
Common Stock................................. 205,000
Surplus...................................... 1,984,728
Undivided profits and capital reserves....... 19,101
Net unrealized holding gains (losses)
on available-for-sale securities............. 23,393
Cumulative foreign currency translation
adjustments.................................. 0
Total equity capital......................... 2,232,222
Total liabilities, limited-life
preferred stock, and equity capital.......... 31,919,483