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 MINNESOTA, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A U.S. National Banking 41-1592157
Association
(Jurisdiction of (I.R.S.
incorporation Employer Identification
or organization if not a No.)
U.S. national bank)
Sixth Street and 55479
Marquette Avenue
Minneapolis, Minnesota (Zip code)
(Address of principal
executive offices)
Stanley S. Stroup, General Counsel
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
(612) 667-1234
(Agent for Service)
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Prime Hospitality Corp.
(Exact name of obligor as specified in its charter)
Delaware 22-2640625
(State or other (I.R.S.
jurisdiction Employer Identification
of incorporation or No.)
organization)
700 Route 46 East 07004
Fairfield, New Jersey (Zip code)
(Address of principal
executive offices)
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8 3/8% Senior Subordinated Notes
(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.
Federal Deposit Insurance Corporation
Washington, D.C.
The Board of Governors of the Federal Reserve System
Washington, D.C.
(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 the exhibits attached hereto.
Exhibit 1. a. A copy of the Articles of Association of the trustee now in effect.***
Exhibit 2. a. A copy of the certificate of authority of the trustee to commence business issued
June 28, 1872, by the Comptroller of the Currency to The Northwestern National
Bank of Minneapolis.*
b. A copy of the certificate of the Comptroller of the Currency dated January 2,
1934, approving the consolidation of The Northwestern National Bank of
Minneapolis and The Minnesota Loan and Trust Company of Minneapolis, with
the surviving entity being titled Northwestern National Bank and Trust Company
of Minneapolis.*
c. A copy of the certificate of the Acting Comptroller of the Currency dated January
12, 1943, as to change of corporate title of Northwestern National Bank and Trust
Company of Minneapolis to Northwestern National Bank of Minneapolis.*
d. A copy of the letter dated May 12, 1983 from the Regional Counsel, Comptroller
of the Currency, acknowledging receipt of notice of name change effective May
1, 1983 from Northwestern National Bank of Minneapolis to Norwest Bank
Minneapolis, National Association.*
e. A copy of the letter dated January 4, 1988 from the Administrator of National
Banks for the Comptroller of the Currency certifying approval of consolidation
and merger effective January 1, 1988 of Norwest Bank Minneapolis, National
Association with various other banks under the title of "Norwest Bank Minnesota,
National Association."*
f. A copy of the letter dated July 10, 2000 from the Administrator of National Banks
for the Comptroller of the Currency certifying approval of consolidation effective
July 8, 2000 of Norwest Bank Minnesota, National Association with various other
banks under the title of "Wells Fargo Bank Minnesota, National
Association."****
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Exhibit 3. A copy of the authorization of the trustee to exercise corporate trust powers
issued January 2, 1934, by the Federal Reserve Board.*
Exhibit. 4. Copy of By-laws of the trustee as now in effect.***
Exhibit 5. Not applicable.
Exhibit 6. The consent of the trustee required by Section 321(b) of the Act.
Exhibit 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 is filed in paper format
pursuant to Form SE, filed with the Securities and Exchange Commission on June
11, 2002.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
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* Incorporated by reference to exhibit number 25 filed with registration
statement number 33-66026.
*** Incorporated by reference to exhibit T3G filed with registration statement
number 022-22473.
**** Incorporated by reference to exhibit number 25.1 filed with registration
statement number 001-15891.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended,
the trustee, Wells Fargo Bank Minnesota, 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
Minneapolis and State of Minnesota on the 12th day of June 2002.
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
/s/ MICHAEL G. SLADE
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Michael G. Slade
Corporate Trust Officer
4
EXHIBIT 6
June 6, 2002
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 therefor.
Very truly yours,
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
/s/ MICHAEL G. SLADE
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Michael G. Slade
Corporate Trust Officer