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, NY 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 52-1822042
(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)
8.45% SERIES C SENIOR NOTES DUE 2008
(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) * - 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 (September 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 11th day of December, 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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Please refer to page i,
Table of Contents, for [1]
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 SEPTEMBER 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.
/s/ Gerald A. Ronning
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Signature of Officer Authorized to Sign Report
10/26/98
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Date of Signature
SUBMISSION OF REPORTS
Each Bank must prepare its Reports of Condition and Income
either:
(a) in automated formand then file the computer data file directly
with the banking agencies' collection agent, Electronic Data
System Corporation (EDS), by modem or computer diskette; or
(19980930)
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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, consoli-dated 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/ Bernard J. Kennedy
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Director (Trustee)
/s/ Sal H. Alfiero
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Director (Trustee)
/s/ Malcolm Burnett
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Director (Trustee)
(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 of 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
September 30, 1998
ASSETS
Thousands
of dollars
Cash and balances due from depository
institutions:
Noninterest-bearing balances
currency and coin............................... $ 937,647
Interest-bearing balances....................... 3,764,738
Held-to-maturity securities..................... 0
Available-for-sale securities................... 3,998,450
Federal funds sold and securities purchased
under agreements to resell...................... 1,634,540
Loans and lease financing receivables:
Loans and leases net of unearned
income.......................................... 21,024,990
LESS: Allowance for loan and lease
losses.......................................... 400,676
LESS: Allocated transfer risk reserve 0
Loans and lease, net of unearned
income, allowance, and reserve.................. 20,624,314
Trading assets.................................. 894,111
Premises and fixed assets (including
capitalized leases)............................. 207,944
Other real estate owned............................ 13,083
Investments in unconsolidated
subsidiaries and associated companies.............. 0
Customers' liability to this bank on
acceptances outstanding............................ 57,309
Intangible assets.................................. 469,741
Other assets....................................... 572,948
Total assets....................................... 33,174,825
LIABILITIES
Deposits:
In domestic offices............................. 20,579,926
Noninterest-bearing............................. 3,726,544
Interest-bearing................................ 16,853,382
In foreign offices, Edge, and Agreement
subsidiaries, and IBFs............................. 5,954,449
Noninterest-bearing............................. 0
Interest-bearing................................ 5,954,449
Federal funds purchased and securities sold
under agreements to repurchase.................. 1,025,621
Demand notes issued to the U.S. Treasury 86,890
Trading Liabilities................................ 172,910
Other borrowed money:
With a remaining maturity of one year
or less......................................... 1,340,056
With a remaining maturity of more than
one year through three years.................... 84,661
With a remaining maturity of more than
three years..................................... 38,489
Bank's liability on acceptances
executed and outstanding........................... 57,309
Subordinated notes and debentures.................. 697,963
Other liabilities.................................. 805,684
Total liabilities.................................. 30,843,958
EQUITY CAPITAL
Perpetual preferred stock and related
surplus............................................ 0
Common Stock....................................... 205,000
Surplus............................................ 1,985,665
Undivided profits and capital reserves............. 78,723
Net unrealized holding gains (losses)
on available-for-sale securities................... 61,479
Cumulative foreign currency translation
adjustments........................................ 0
Total equity capital............................... 2,330,867
Total liabilities, limited-life
preferred stock, and equity capital................ 33,174,825