EXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM T-1
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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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SUNTRUST BANK
(Exact name of trustee as specified in its charter)
GEORGIA 58-0466330
(Jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization if not a U.S. national bank)
303 PEACHTREE STREET
SUITE 300
ATLANTA, GEORGIA 30303
(Address of principal executive offices, including zip code)
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PATRICIA A. WELLING
VICE PRESIDENT
SUNTRUST BANK
CORPORATE TRUST DIVISION
919 EAST MAIN STREET
RICHMOND, VIRGINIA 23219
(804) 782-5170
(Name, address and telephone number of agent for service)
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CAMDEN PROPERTY TRUST
(Exact name of obligor as specified in its charter)
TEXAS 76-6088377
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
THREE GREENWAY PLAZA, SUITE 1300
HOUSTON, TEXAS 77046
(Address of principal executive offices, including zip code)
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SENIOR DEBT SECURITIES
(Title of indenture securities)
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.
DEPARTMENT OF BANKING AND FINANCE,
STATE OF GEORGIA
ATLANTA, GEORGIA
FEDERAL RESERVE BANK OF ATLANTA
104 MARIETTA STREET, N.W.
ATLANTA, GEORGIA
FEDERAL DEPOSIT INSURANCE CORPORATION
WASHINGTON, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
YES.
2. AFFILIATIONS WITH OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
NONE.
3-12. NO RESPONSES ARE INCLUDED FOR ITEMS 3 THROUGH 12. RESPONSES TO THOSE
ITEMS ARE NOT REQUIRED BECAUSE, AS PROVIDED IN GENERAL INSTRUCTION B AND
AS SET FORTH IN ITEM 13(b) BELOW, THE OBLIGOR IS NOT IN DEFAULT ON ANY
SECURITIES ISSUED UNDER INDENTURES UNDER WHICH SUNTRUST BANK IS A
TRUSTEE.
13. DEFAULTS BY THE OBLIGOR.
(a) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such
default.
THERE IS NOT AND HAS NOT BEEN ANY DEFAULT UNDER THIS INDENTURE.
(b) If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in
any other securities, of the obligor are outstanding, or is trustee
for more than one outstanding series of securities under the
indenture, state whether there has been a default under any such
indenture or series, identify the indenture or series affected, and
explain the nature of any such default.
THERE HAS NOT BEEN ANY SUCH DEFAULT.
14-15. NO RESPONSES ARE INCLUDED FOR ITEMS 14 AND 15. RESPONSES TO THOSE ITEMS
ARE NOT REQUIRED BECAUSE, AS PROVIDED IN GENERAL INSTRUCTION B AND AS SET
FORTH IN ITEM 13(b) ABOVE, THE OBLIGOR IS NOT IN DEFAULT ON ANY
SECURITIES ISSUED UNDER INDENTURES UNDER WHICH SUNTRUST BANK IS A
TRUSTEE.
16. LIST OF EXHIBITS.
List below all exhibits filed as a part of this statement of eligibility;
exhibits identified in parentheses are filed with the Securities and
Exchange Commission and are incorporated herein by reference as exhibits
hereto pursuant to Rule 7a-29 under the Trust Indenture Act of 1939, as
amended.
(1) A copy of the Articles of Amendment and Restated Articles of
Association of the trustee as now in effect (Exhibit 1 to Form T-1,
Registration No. 333-85232 filed by Boston Private Financial
Holdings, Inc.).
(2) A copy of the certificate of authority of the trustee to commence
business (Exhibit 2 to Form T-1, Registration No. 333-32106 filed by
Sabre Holdings Corporation).
(3) A copy of the authorization of the trustee to exercise corporate
trust powers (Exhibits 2 and 3 to Form T-1, Registration No.
333-32106 filed by Sabre Holdings Corporation).
(4) A copy of the existing by-laws of the trustee as now in effect
(Exhibit 4 to Form T-1, Registration No. 333-85232 filed by Boston
Private Financial Holdings, Inc.).
(5) Not applicable.
(6) The consent of the trustee required by Section 321(b) of the Trust
Indenture Act of 1939.
(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 as of the close of business on September 30, 2002.
(8) Not applicable.
(9) Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, SunTrust Bank, a banking corporation organized and existing under the
laws of the State of Georgia, has duly caused this statement of eligibility and
qualification to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Richmond and the Commonwealth of Virginia, on the
11th day of February, 2003.
SUNTRUST BANK
By: /s/ Patricia A. Welling
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Patricia A. Welling
Vice President
EXHIBIT 1 TO FORM T-1
ARTICLES OF INCORPORATION
OF
SUNTRUST BANK
(Incorporated by reference to Exhibit 1 to Form T-1,
Registration No. 333-85232 filed by Boston Private Financial Holdings, Inc.)
EXHIBIT 2 TO FORM T-1
CERTIFICATE OF AUTHORITY
OF
SUNTRUST BANK TO COMMENCE BUSINESS
(Incorporated by reference to Exhibit 2 to Form T-1,
Registration No. 333-32106 filed by Sabre Holdings Corporation)
EXHIBIT 3 TO FORM T-1
AUTHORIZATION
OF
SUNTRUST BANK TO EXERCISE
CORPORATE TRUST POWERS
(Incorporated by reference to Exhibits 2 and 3 to Form T-1,
Registration No. 333-32106 filed by Sabre Holdings Corporation)
EXHIBIT 4 TO FORM T-1
BY-LAWS
OF
SUNTRUST BANK
(Incorporated by reference to Exhibit 4 to Form T-1,
Registration No. 333-85232 filed by Boston Private Financial Holdings, Inc.)
EXHIBIT 5 TO FORM T-1
(Intentionally Omitted. Not Applicable.)
EXHIBIT 6 TO FORM T-1
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, in connection with the proposed issuance of the Senior Debt Securities
of Camden Property Trust, SunTrust Bank hereby consents that reports of
examinations by Federal, State, Territorial or District Authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
SUNTRUST BANK
February 11, 2003 By: /s/ Patricia A. Welling
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Patricia A. Welling
Vice President
EXHIBIT 7 TO FORM T-1
REPORT OF CONDITION
(ATTACHED)
SUNTRUST BANK
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Legal Title of Bank
ATLANTA
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City
GA 30302
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State Zip Code
FDIC Certificate Number - 00867
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR SEPTEMBER 30, 2002
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
Dollar Amounts in Thousands RCFD Bil Mil Thou
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ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin (1) 0081 4,200,994 1.a
b. Interest-bearing balances (2) 0071 789,620 1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D) 1773 18,383,085 2.b
3. Federal funds sold and securities purchased under agreements to resell: RCON
A. FEDERAL FUNDS SOLD IN DOMESTIC OFFICES B987 477,688 3.a
RCFD
B. SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL (3) B989 3,459,165 3.b
4. Loans and lease financing receivables (from Schedule RC-C):
a. Loans and leases held for sale 5369 4,745,817 4.a
b. Loans and leases, net of unearned income B528 72,209,556 4.b
c. LESS: Allowance for loan and lease losses 3123 911,991 4.c
d. Loans and leases, net of unearned income and allowance (item
4.b minus 4.c) B529 71,297,565 4.d
5. Trading assets (from Schedule RC-D) 3545 1,087,823 5
6. Premises and fixed assets (including capitalized leases) 2145 1,341,756 6
7. Other real estate owned (from Schedule RC-M) 2150 21,067 7
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M) 2130 0 8
9. Customers' liability to this bank on acceptances outstanding 2155 9,021 9
10. Intangible assets:
a. Goodwill 3163 759,397 10.a
b. Other intangible assets (from Schedule RC-M) 0426 649,357 10.b
11. Other assets (from Schedule RC-F) 2160 2,394,142 11
12. Total assets (sum of items 1 through 11) 2170 109,616,497 12
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(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
(3) INCLUDES ALL SECURITIES RESALE AGREEMENTS IN DOMESTIC AND FOREIGN OFFICES,
REGARDLESS OF MATURITY.
SUNTRUST BANK
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Legal Title of Bank
FDIC Certificate Number - 00867
SCHEDULE RC--CONTINUED
Dollar Amounts in Thousands RCFD Bil Mil Thou
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LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RCON
RC-E, part I) 2200 70,605,302 13.a
(1) Noninterest-bearing (1) 6631 8,842,143 13.a.1
(2) Interest-bearing 6636 61,763,159 13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs RCFN
(from Schedule RC-E, part II) 2200 3,437,572 13.b
(1) Noninterest-bearing (1) 6631 0 13.b.1
(2) Interest-bearing 6636 3,437,572 13.b.2
14. Federal funds purchased and securities and sold under agreements to
repurchase: RCON
A. FEDERAL FUNDS PURCHASED IN DOMESTIC OFFICES (2) B993 3,906,704 14.a
RCFD
B. SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE (3) B995 8,637,561 14.b
15. Trading liabilities (from Schedule RC-D) 3548 952,619 15
16. Other borrowed money (includes mortgage indebtedness and obligations
Under capitalized leases) (from Schedule RC-M) 3190 8,184,543 16
17. Not applicable
18. Bank's liability on acceptances executed and outstanding 2920 9,021 18
19. Subordinated notes and debentures(4) 3200 1,687,547 19
20. Other liabilities (from Schedule RC-G) 2930 2,281,159 20
21. Total liabilities (sum of items 13 through 20) 2948 99,702,028 21
22. Minority interest in consolidated subsidiaries 3000 1,017,493 22
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus 3838 0 23
24. Common stock 3230 21,600 24
25. Surplus (exclude all surplus related to preferred stock) 3839 2,534,707 25
26. a. Retained earnings 3632 5,386,884 26.a
b. Accumulated other comprehensive income (5) B530 953,785 26.b
27. Other equity capital components (6) A130 0 27
28. Total equity capital (sum of items 23 through 27) 3210 8,896,976 28
29. Total liabilities, minority interest, and equity capital (sum of items
21, 22, and 28) 3300 109,616,497 29
Memorandum
TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION.
1. Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed RCFD NUMBER
for the bank by independent external auditors as of any date during 2001 6724 N/A M.1
1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified
public accounting firm which submits a report on the consolidated holding
company (but not on the bank separately)
3 = Attestation on bank management's assertion on the effectiveness of the
bank's internal control over financial reporting by a certified public
accounting firm
4 = Directors' examination of the bank conducted in accordance with
generally accepted auditing standards by a certified public accounting
firm (may be required by state chartering authority)
5 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
6 = Review of the bank's financial statements by external auditors
7 = Compilation of the bank's financial statements by external auditors
8 = Other audit procedures (excluding tax preparation work)
9 = No external audit work
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(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
(2) REPORT OVERNIGHT FEDERAL HOME LOAN BANK ADVANCES IN SCHEDULE RC, ITEM 16,
"OTHER BORROWED MONEY."
(3) INCLUDES ALL SECURITIES RESALE AGREEMENTS IN DOMESTIC AND FOREIGN OFFICES,
REGARDLESS OF MATURITY.
(4) Includes limited-life preferred stock and related surplus.
(5) Includes net unrealized holding gains (losses) on available-for-sale
securities, accumulated net gains (losses) on cash flow hedges, cumulative
foreign currency translation adjustments, and minimum pension liability
adjustments.
(6) Includes treasury stock and unearned Employee Stock Ownership Plan shares.
EXHIBIT 8 TO FORM T-1
(Intentionally Omitted. Not Applicable.)
EXHIBIT 9 TO FORM T-1
(Intentionally Omitted. Not Applicable.)