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EXHIBIT 25.1
Registration No. 333-_________
Form T-1 Statement of Eligibility
of FMB Bank to act as trustee
under the Subordinated Indenture
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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FMB BANK
(Exact name of trustee as specified in its charter)
MARYLAND 52-0312840
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or formation)
25 SOUTH CHARLES STREET
BALTIMORE, MARYLAND 21201
(Address of principal (Zip code)
executive offices
GREGORY K. THORESON, GENERAL COUNSEL
FMB BANK
25 SOUTH CHARLES STREET
BALTIMORE, MARYLAND 21201
(410) 244-3800
(Name, address and telephone number of agent
for service of process)
FLAGSTAR BANCORP, INC.
(Exact name of obligor as specified in its charter)
MICHIGAN 38-3150651
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or formation)
2600 TELEGRAPH ROAD
BLOOMFIELD HILLS, MI 48302
(Address of principal (Zip code)
executive offices)
___% Junior Subordinated Debentures
(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.
Federal Reserve Bank of Richmond, Richmond, Virginia 23261.
Maryland Bank Commission, Baltimore, Maryland 21202
Federal Deposit Insurance Corporation, Washington, D.C. 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
(Because responses from the obligor and the underwriters have not yet
been received, Item 2 is at the date hereof based upon incomplete
information but is believed to be correct and may be considered to be
complete unless modified by an amendment to this Form T-1).
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as a part of this statement of eligibility.
Exhibit
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1 A copy of the articles of incorporation of the trustee as now in
effect is incorporated herein by reference to Exhibit 1 to Form
T-1 (Exhibit 25 to the Registration Statement on Form S-3,
Registration No. 333-27305)
2 A copy of the certificate of authority of the trustee to commence
business is incorporated herein by reference to Exhibit T1-2 to
Form T-1 (Exhibit 26 to the Registration Statement on Form S-2,
Registration No. 2-98697)
3 A copy of the authorization of the trustee to exercise corporate
trust powers is incorporated herein by reference to Exhibit T1-3 of
Amendment No. 1 to Form T-1 (Exhibit 26 to the Registration
Statement on Form S-3, Registration No. 33-18373)
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4 A copy of the existing bylaws of the trustee is incorporated herein
by refererence to Exhibit 4 to Form T-1 (Exhibit 25 to the
Registration Statement on Form S-3, Registration No. 333-27305)
5 Not applicable
6 The consent of the trustee required by Section 321(b) of the Act
7 A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority
8 Not applicable
9 Not applicable
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, FMB Bank, a corporation organized and existing under the laws of the
State of Maryland, has duly caused this statement of eligibility to be signed on
its behalf by the undersigned, thereunto duly authorized, all in the City of
Baltimore and State of Maryland, on March 16, 1999
FMB BANK
By: /s/ Robert D. Brown
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Robert D. Brown
Vice President
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EXHIBIT 6
Consent of Trustee
Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, in connection with the issuance by Flagstar Bancorp, Inc., we
hereby consent that reports of examination by Federal, state, territorial or
district authorities may be furnished by such authorities to the Securities and
Exchange Commission upon request therefor.
FMB BANK
By: /s/ Robert D. Brown
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Robert D. Brown
Vice President
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EXHIBIT 7
Report of Condition Consolidating Domestic and Foreign Subsidiaries of FMB Bank,
Baltimore, Maryland at the close of business on December 31, 1998 published in
response to call made by Comptroller of the Currency, under Title 12, United
States Code, Section 161, Charter No. 04822, Comptroller of the Currency,
Richmond District.
CONSOLIDATED REPORT OF CONDITION
(Dollars in Thousands)
ASSETS
Cash and balances due from
depository institutions:
Noninterest-bearing balances
and currency and coin...................... $ 1,199,940
Interest-bearing balances..................... 6,943
Securities:
Held-to-maturity securities....................... -0-
Available-for-sale securities..................... 4,602,042
Federal funds sold and securities purchased
under agreements to resell........................ 123,418
Loans and lease financing receivables:
Loans and leases, net of unearned income.......... 10,501,474
LESS: Allowance for loan and lease losses......... 154,697
LESS: Allocated transfer risk reserve............. 1,400
Loans and leases, net of unearned income,
allowance, and reserve..................... 10,345,377
Trading assets...................................... 118,269
Premises and fixed assets (including
capitalized leases)............................... 188,979
Other real estate owned............................. 12,416
Investments in unconsolidated subsidiaries
and associated companies.......................... 58,643
Customers' liability to this bank
on acceptances outstanding........................ 12,253
Intangible assets................................... 91,109
Other assets........................................ 355,315
TOTAL ASSETS.................................. 17,114,704
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LIABILITIES
Deposits:
In domestic offices............................ $11,898,282
Noninterest-bearing......................... 3,228,185
Interest-bearing............................ 8,610,097
In foreign offices, Edge and Agreement
subsidiaries, and IBFs....................... 517,687
Noninterest-bearing......................... 0
Interest-bearing............................ 517,687
Federal funds purchased and securities
sold under agreements to repurchase............. 2,223,081
Demand notes issued to the U.S. Treasury......... 56,020
Trading liabilities.............................. 71,866
Other borrowed money:
With a remaining maturity of one year or less -0-
With a remaining maturity of more than one year
through three years.......................... 200,000
With a remaining maturity of more than three
years........................................ 239
Bank's liability on acceptances
executed and outstanding....................... 12,253
Subordinated notes and debentures................ 219,000
Other liabilities................................ 565,161
TOTAL LIABILITIES.......................... $15,763,589
EQUITY CAPITAL
Perpetual preferred stock and related surplus.... -0-
Common Stock..................................... 18,448
Surplus.......................................... 765,562
Undivided profits and capital reserves........... 543,808
Net unrealized holding gains (losses)
on available-for-sale securities............... 23,297
Cumulative foreign currency transalation
adjustments.................................... -0-
TOTAL EQUITY CAPITAL....................... $ 1,351,115
TOTAL LIABILITIES AND EQUITY CAPITAL....... $17,114,704
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