Exhibit 25.1
CONFORMED COPY
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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CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)
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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)
CHOICE HOTELS INTERNATIONAL, INC.
(Exact name of obligor as specified in its charter)
Delaware 52-1209792
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
10750 Columbia Pike
Silver Spring, MD 20901
(301) 592-5000 (Zip Code)
(Address of principal executive offices)
7.125% SENIOR NOTES DUE 2008
(Title of Indenture Securities)
AFFILIATE REGISTRANTS
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QUALITY HOTELS EUROPE, INC. Delaware 52-6290878
QH EUROPE PARTNERSHIP Maryland 52-1892796
(Exact name of Registrant as Specified in Its Charter) (State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
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) * - 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 (June 30, 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 25th day of August, 1998.
MARINE MIDLAND BANK
By: /s/ Frank J. Godino
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Frank J. Godino
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, 2000
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[1]
Please refer to page i,
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 AND FOREIGN OFFICES--FFIEC 031
REPORT AT THE CLOSE OF BUSINESS JUNE 30, 1998
This report is required by law; 12 U.S.C. (S)324 (State member banks); 12 U.S.C.
(S) 1817 (State nonmember banks); and 12 U.S.C. (S)161 (National banks).
NOTE: The Reports of Condition and Income must be signed by an authorized
officer and the Report of Condition must be attested to by not less than two
directors (trustees) for State nonmember banks and three directors for State
member and National Banks.
I, Gerald A. Ronning, Executive VP & Controller
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Name and Title of Officer Authorized to Sign Report
of the named bank do hereby declare that these Reports of Condition and Income
(including the supporting schedules) 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 believe.
(971231)
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(RCRI 9999)
This report form is to be filed by banks with branches and consolidated
subsidiaries in U.S. territories and possessions, Edge or Agreement
subsidiaries, foreign branches, consolidated foreign subsidiaries, or
International Banking Facilities.
The Reports of Condition and Income are to be prepared in accordance with
Federal regulatory authority instructions.
We, the undersigned directors (trustees), attest to the correctness of this
Report of Condition (including the supporting schedules) 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.
/s/ Gerald A. Ronning
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Signature of Officer Authorized to Sign Report
7/23/98
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Date of Signature
/s/ Malcolm Burnett
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Director (Trustee)
/s/ Bernard J. Kennedy
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Director (Trustee)
/s/ Sal H. Alfiero
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Director (Trustee)
SUBMISSION OF REPORTS
Each Bank must prepare its Reports of Condition and Income either:
(a) in automated form and then file the computer data file directly with the
banking agencies' collection agent, Electronic Data System Corporation
(EDS), by modem or computer diskette; or
(b) in hard-copy (paper) form and arrange for another party to convert the
paper report to automated for. That party (if other than EDS) must transmit
the bank's computer data file to EDS
To fulfill the signature and attestation requirement for the Reports of
Condition and Income for this report date, attach this signature page to the
hard-copy f the completed report that the bank places in its files.
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FDIC Certificate Number 0 0 5 8 9
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(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 June 30, 1998
ASSETS
Thousands
of dollars
Cash and balances due from depository
institutions:
Noninterest-bearing balances
currency and coin........................................$ 1,184,942
Interest-bearing balances................................ 3,314,932
Held-to-maturity securities.............................. 0
Available-for-sale securities............................ 3,715,259
Federal funds sold and securities purchased
under agreements to resell............................... 3,331,158
Loans and lease financing receivables:
Loans and leases net of unearned
income................................................... 20,916,889
LESS: Allowance for loan and lease
losses................................................... 404,194
LESS: Allocated transfer risk reserve.................... 0
Loans and lease, net of unearned
income, allowance, and reserve........................... 20,512,695
Trading assets........................................... 764,990
Premises and fixed assets (including
capitalized leases)...................................... 211,851
Other real estate owned..................................... 12,741
Investments in unconsolidated
subsidiaries and associated companies....................... 0
Customers' liability to this bank on
acceptances outstanding..................................... 55,641
Intangible assets........................................... 473,360
Other assets................................................ 532,184
Total assets................................................ 34,109,753
LIABILITIES
Deposits:
In domestic offices...................................... 21,255,460
Noninterest-bearing...................................... 4,261,592
Interest-bearing......................................... 16,993,868
In foreign offices, Edge, and Agreement
subsidiaries, and IBFs...................................... 5,578,927
Noninterest-bearing...................................... 0
Interest-bearing......................................... 5,578,927
Federal funds purchased and securities sold
under agreements to repurchase........................... 489,724
Demand notes issued to the U.S. Treasury 1,000,000
Trading Liabilities......................................... 158,102
Other borrowed money:
With a remaining maturity of one year
or less.................................................. 1,877,111
With a remaining maturity of more than
one year through three years............................. 77,030
With a remaining maturity of more than
three years.............................................. 46,691
Bank's liability on acceptances
executed and outstanding.................................... 55,641
Subordinated notes and debentures........................... 697,900
Other liabilities........................................... 588,170
Total liabilities........................................... 31,824,756
EQUITY CAPITAL
Perpetual preferred stock and related
surplus..................................................... 0
Common Stock................................................ 205,000
Surplus..................................................... 1,985,131
Undivided profits and capital reserves...................... 73,230
Net unrealized holding gains (losses)
on available-for-sale securities............................ 21,636
Cumulative foreign currency translation
adjustments................................................. 0
Total equity capital........................................ 2,284,997
Total liabilities, limited-life
preferred stock, and equity capital......................... 34,109,753