Exhibit 25
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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)
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
NOT APPLICABLE 94-1347393
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification No.)
420 MONTGOMERY STREET
SAN FRANCISCO, CA 94163
(Address of principal executive offices) (Zip code)
WELLS FARGO & COMPANY
LAW DEPARTMENT, TRUST SECTION
MAC N9305-172
SIXTH AND MARQUETTE, 17TH FLOOR
MINNEAPOLIS, MN 55479
(agent for services)
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MERITAGE HOMES CORPORATION
(Exact name of obligor as specified in its charter)
MARYLAND 86-0611231
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6613 N. SCOTTSDALE RD., SUITE 200
SCOTTSDALE, AZ 85250
(Address of principal executive offices) (Zip code)
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6 1/4 SENIOR NOTES DUE 2015
(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.
Comptroller of the Currency,
Treasury Department
Washington, D.C. 20230
Federal Deposit Insurance Corporation
Washington, D.C. 20429
Federal Reserve Bank of San Francisco
San Francisco, CA 94120
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with Obligor. If the obligor is an affiliate of the
trustee, describe each such affiliation.
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is
not in default as provided under Item 13.
Item 15. Foreign Trustee. Not applicable.
Item 16. List of Exhibits. List below all exhibits filed as a part of this
Statement of Eligibility. Wells Fargo Bank
incorporates by reference into this Form T-1
exhibits attached hereto.
Exhibit 1. A copy of the Articles of Association of the trustee now in
effect. *
Exhibit 2. A copy of the Comptroller of the Currency Certificate of
Corporate Existence for Wells Fargo Bank, National Association,
dated November 28, 2001. *
Exhibit 3. A copy of the authorization of the trustee to exercise corporate
trust powers. A copy of the Comptroller of the Currency
Certificate of Corporate Existence (with Fiduciary Powers) for
Wells Fargo Bank, National Association, dated November 28, 2001. *
Exhibit 4. Copy of By-laws of the trustee as now in effect. *
Exhibit 5. Not applicable.
Exhibit 6. The consents of United States institutional trustees required by
Section 321(b) of the Act.
Exhibit 7. Attached is a copy of the latest report of condition of the
trustee published pursuant to law or the requirements of its
supervising or examining authority.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
* Incorporated by reference to exhibit number 25 filed with registration
statement number 333-87398.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, Wells Fargo Bank, National Association, a national banking association
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 Los Angeles and State
of California on the day of 18th day of March, 2005.
WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ Maddy Hall
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Name: Maddy Hall
Title: Trust Officer
EXHIBIT 6
March 18, 2005
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as
amended, the undersigned hereby consents that reports of examination of the
undersigned made by Federal, State, Territorial, or District authorities
authorized to make such examination may be furnished by such authorities to the
Securities and Exchange Commission upon its request thereof.
Very truly yours,
WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ Maddy Hall
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Maddy Hall
Trust Officer
Consolidated Report of Condition of
Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business December 31, 2004, filed in
accordance with 12 U.S.C. Section 161 for National Banks.
Dollar Amounts
In Millions
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ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin $ 12,653
Interest-bearing balances 3,281
Securities:
Held-to-maturity securities 0
Available-for-sale securities 28,571
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices 2,544
Securities purchased under agreements to resell 1,114
Loans and lease financing receivables:
Loans and leases held for sale 33,027
Loans and leases, net of unearned income 246,371
LESS: Allowance for loan and lease losses 2,428
Loans and leases, net of unearned income and allowance 243,943
Trading Assets 7,177
Premises and fixed assets (including capitalized leases) 3,386
Other real estate owned 134
Investments in unconsolidated subsidiaries and associated companies 343
Customers' liability to this bank on acceptances outstanding 137
Intangible assets
Goodwill 8,614
Other intangible assets 8,582
Other assets 12,750
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Total assets $366,256
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LIABILITIES
Deposits:
In domestic offices $264,717
Noninterest-bearing 78,210
Interest-bearing 186,507
In foreign offices, Edge and Agreement subsidiaries, and IBFs 16,987
Noninterest-bearing 4
Interest-bearing 16,983
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices 10,533
Securities sold under agreements to repurchase 3,258
Dollar Amounts
In Millions
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Trading liabilities 4,727
Other borrowed money
(includes mortgage indebtedness and obligations under
capitalized leases) 14,870
Bank's liability on acceptances executed and outstanding 137
Subordinated notes and debentures 5,119
Other liabilities 11,158
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Total liabilities $331,506
Minority interest in consolidated subsidiaries 55
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock 520
Surplus (exclude all surplus related to preferred stock) 24,521
Retained earnings 8,976
Accumulated other comprehensive income 678
Other equity capital components 0
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Total equity capital 34,695
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Total liabilities, minority interest, and equity capital $366,256
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I, Karen B. Martin, Vice President of the above-named bank do hereby declare
that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
/s/ Karen B. Martin
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Karen B. Martin
Vice President
We, the undersigned directors, attest to the correctness of this Report of
Condition 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/ John Stumpf
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John Stumpf
/s/ Carrie Tolstedt
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Carrie Tolstedt Directors
/s/ Pat Callahan
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Pat Callahan