SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
----------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2) [ ]
----------
THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA, N.A.
(Exact name of trustee as specified in its charter)
59-2283428
(Jurisdiction of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
800 BRICKELL AVENUE, SUITE 300
MIAMI, FLORIDA 33131
(Address of principal executive offices) (Zip Code)
----------
THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA, N.A.
600 NORTH PEARL STREET, SUITE 420
DALLAS, TX 75201
(214) 880-8238
(Name, address and telephone number of agent for service)
----------
CINEMARK USA, INC.
(Exact name of obligor as specified in its charter)
TEXAS 75-2206284
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
CINEMARK, L.L.C.
(Exact name of obligor as specified in its charter)
TEXAS 75-2062783
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
SUNNYMEAD CINEMA CORP.
(Exact name of obligor as specified in its charter)
CALIFORNIA 94-2869919
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
CINEMARK PROPERTIES, INC.
(Exact name of obligor as specified in its charter)
TEXAS 75-2297865
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
GREELEY HOLDINGS, INC.
(Exact name of obligor as specified in its charter)
TEXAS 75-2297693
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
TRANS TEXAS CINEMA, INC.
(Exact name of obligor as specified in its charter)
TEXAS 75-2284479
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
MISSOURI CITY CENTRAL 6, INC.
(Exact name of obligor as specified in its charter)
TEXAS 75-2334500
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
CINEMARK MEXICO (USA), INC.
(Exact name of obligor as specified in its charter)
DELAWARE 52-2071251
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
CINEMARK LEASING COMPANY
(Exact name of obligor as specified in its charter)
TEXAS 75-2500194
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
CINEMARK PARTNERS I, INC.
(Exact name of obligor as specified in its charter)
TEXAS 75-2552022
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
MULTIPLEX SERVICES, INC.
(Exact name of obligor as specified in its charter)
TEXAS 75-2705368
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
CNMK TEXAS PROPERTIES, LTD.
(Exact name of obligor as specified in its charter)
TEXAS 42-1562935
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
LAREDO THEATRE, LTD.
(Exact name of obligor as specified in its charter)
TEXAS 75-2513071
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
CINEMARK INVESTMENTS CORPORATION
(Exact name of obligor as specified in its charter)
DELAWARE 75-2780603
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
3900 DALLAS PARKWAY, SUITE 500
PLANO, TEXAS 75093
(Address of principal executive offices) (Zip code)
MULTIPLEX PROPERTIES, INC.
(Exact name of obligor as specified in its charter)
DELAWARE 74-2890180
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
CNMK INVESTMENTS, INC.
(Exact name of obligor as specified in its charter)
DELAWARE 14-1861725
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
CNMK DELAWARE INVESTMENTS I, L.L.C.
(Exact name of obligor as specified in its charter)
DELAWARE 14-1861731
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
CNMK DELAWARE INVESTMENTS II, L.L.C.
(Exact name of obligor as specified in its charter)
DELAWARE 14-1861736
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
CNMK DELAWARE INVESTMENT PROPERTIES, L.P.
(Exact name of obligor as specified in its charter)
DELAWARE 14-1861740
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
300 DELAWARE AVENUE, SUITE 525
WILMINGTON, DELAWARE 19801
(Address of principal executive offices) (Zip code)
----------
9% SENIOR SUBORDINATED NOTES DUE 2013
(Title of the 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.
COMPTROLLER OF THE CURRENCY
UNITED STATES DEPARTMENT OF THE TREASURY
WASHINGTON, D.C. 20219
FEDERAL RESERVE BANK
ATLANTA, GEORGIA 30309
FEDERAL DEPOSIT INSURANCE CORPORATION
WASHINGTON, D.C. 20429
(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.
3-15 Not Applicable
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission,
are incorporated herein by reference as an exhibit hereto, pursuant to
Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17
C.F.R. 229.10(d).
(1) A copy of the Amended and Restated Articles of Association of the
Bank of New York Trust Company of Florida, N.A. (Exhibit 1 to Form T-1
filed with Registration Statement No. 333-100717.)
(2) A copy of certificate of authority of the trustee to commence
business. (Exhibit 2 to Form T-1 filed with Registration Statement No.
333-100717.)
(3) A copy of the Authorization of the trustee to exercise corporate
trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement
No. 333-100717.)
(4) A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
T-1 filed with Registration Statement No. 333-100717.)
(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.
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York Trust Company of Florida, N.A., a corporation organized and existing 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 Dallas and the State of Texas, on the 30th day of April, 2003.
THE BANK OF NEW YORK TRUST
COMPANY OF FLORIDA, N.A.
By: /s/ PATRICK T GIORDANO
Patrick T Giordano, Agent
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 Cinemark USA, Inc. 9%
Senior Subordinated Notes due 2013, The Bank of New York Trust Company of
Florida, N.A. 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.
THE BANK OF NEW YORK TRUST
COMPANY OF FLORIDA, N.A.
By: /s/ PATRICK T GIORDANO
Patrick T Giordano, Agent
EXHIBIT 7 TO FORM T-1
<Table>
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
EXPIRES MARCH 31, 2005
FEDERAL FINANCIAL INSTITUTIONS EXAMINATION COUNCIL
- ------------------------------------------------------------------------------------------------------------------------------------
-----
1
-----
PLEASE REFER TO PAGE I,
TABLE OF CONTENTS, FOR
THE REQUIRED DISCLOSURE
OF ESTIMATED BURDEN.
- ------------------------------------------------------------------------------------------------------------------------------------
CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR
A BANK WITH DOMESTIC OFFICES ONLY FFIEC 041
REPORT AT THE CLOSE OF BUSINESS DECEMBER 31, 2002 20021231
--------
(RCRI 9999)
This report is required by law: 12 U.S.C. Section 324 (State This report form is to be filed by banks with domestic offices
member banks); 12 U.S.C. Section 1817 (State nonmember banks); only. Banks with foreign offices (as defined in the
and 12 U.S.C. Section 161 (National banks). instructions) must file FFIEC 031.
- ------------------------------------------------------------------------------------------------------------------------------------
NOTE: The Reports of Condition and Income must be signed by The Reports of Condition and Income are to be prepared in
an authorized officer and the Report of Condition must be Accordance with Federal regulatory authority instructions.
attested to by not less than two directors (trustees) for
State nonmember banks and three directors for State member
and national Banks.
We, the undersigned directors (trustees), attest to the
I, THOMAS J. MASTRO, COMPTROLLER correctness of the Report of Condition (including the
- ---------------------------------------------------------------- supporting schedules) for this report date and declare that it
Name and Title of Officer Authorized to Sign Report has been examined by us and to the best of our knowledge and
belief has been prepared in conformance with the instructions
Of the named bank do hereby declare that the Reports of issued by the appropriate Federal regulatory authority and is
Condition and Income (including the supporting schedules) true and correct.
for this report date have been prepared in conformance with
the instructions issued by the appropriate Federal regulatory
authority and are true to the best of my knowledge. /s/ Richard G. Jackson
-------------------------------------------------------------
Director (Trustee)
/S/ THOMAS J. MASTRO /s/ Nicholas G. English
- ---------------------------------------------------------------- -------------------------------------------------------------
Signature of Officer Authorized to Sign Report Director (Trustee)
12/31/2002 /s/ Karen B. Shupenko
- ---------------------------------------------------------------- -------------------------------------------------------------
Date of Signature Director (Trustee)
- ---------------------------------------------------------------- -------------------------------------------------------------
SUBMISSION OF REPORTS
Each bank must prepare its Reports of Condition and Income (if other than EDS) must transmit the bank's computer
either: data file to EDS.
(a) in electronic form and then file the computer data For electronic filing assistance, contact EDS Call Report
file directly with the banking agencies' collection Services, 2150 N. Prospect Ave., Milwaukee, WI 53202, and
agent, Electronic Data Systems Corporation (EDS), telephone (800) 255-1571.
by modem or on computer diskette; or
To fulfill the signature and attestation requirement for the
(b) in hard-copy (paper) form and arrange for another Reports of Condition and Income for this report date, attach
party to convert the paper report to electronic this signature page (or a photocopy or a computer-generated
form. That party version of this page) to the hard-copy record of the completed
report that the bank places in its files.
</Table>
<Table>
- ------------------------------------------------------------------------------------------------------------------------------------
FDIC Certificate Number: 91271 THE BANK OF NEW YORK TRUST COMPANY OF FLORIDA, N.A.
----- --------------------------------------------------------------
(RCRI 9050) Legal Title of Bank (TEXT 9010)
MIAMI
--------------------------------------------------------------
City (TEXT 9130)
FL 33131-2974
-------------------------------------------------------------
State Abbrev. (TEXT 9200) Zip Code (TEXT 9220)
</Table>
Board of Governors of the Federal Reserve System, Federal Deposit Insurance
Corporation, Office of the Comptroller of the Currency
The Bank of New York Trust Company of Florida, N.A. FFIEC 041
MIAMI, FL 33131-2974 RC-1
----- -----
10 10
----- -----
FDIC Certificate Number - 91271
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 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
<Table>
<Caption>
Dollar Amounts In Thousands
- ---------------------------------------------------------------------------------------------------------------------------------
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A): RCON Bil / Mil / Thou
---- ----------------
a. Noninterest-bearing balances and currency and coin (1) 0081 978 1.a
b. Interest-bearing balances (2) 0071 10,093 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 8,618 2.b
3. Federal funds sold and securities purchased under agreements to resell
a. Federal funds sold B987 0 3.a
b. Securities purchased under agreements to resell (3) B988 0 3.b
4. Loans and lease financing receivables: (from Schedule RC-C)
a. Loans and leases, held for sale 5369 0 4.a
b. Loans and leases, net of unearned income B528 0 4.b
c. LESS: Allowance for loan and lease losses 3123 0 4.c
d. Loans and leases, net of unearned income, allowance, and reserve
(item 4.b minus 4.c) B529 0 4.d
5. Trading assets 3545 0 5.
6. Premises and fixed assets (including capitalized leases) 2145 1,236 6.
7. Other real estate owned (from Schedule RC-M) 2150 0 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 0 9.
10. Intangible assets
a. Goodwill 3163 11,195 10.a
b. Other Intangible assets (from Schedule RC-M) 0426 111 10.b
11. Other assets (from Schedule RC-F) 2160 1,046 11.
12. Total assets (sum of items 1 through 11) 2170 33,277 12.
(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, regardless of maturity.
</Table>
The Bank of New York Trust Company of
Florida, N.A. FFIEC 041
RC-2
LEGAL TITLE OF BANK
Transmitted to EDS as 0196815 on 7/30/02 at
11:13:43 CST
FDIC Certificate Number = 91271
----
11
----
SCHEDULE RC - CONTINUED
<Table>
<Caption>
Dollar Amounts In Thousands
- -----------------------------------------------------------------------------------------------------------------------------------
LIABILITIES
13. Deposits:
RCON Bil /Mil/ tho
---- -------------
a. In domestic offices (sum of totals of columns A and C From Schedule RC-E) 2200 355 13.a
(1) Noninterest-bearing (1) 6631 717 13.a.1
(2) Interest-bearing 6636 0 13.a.2
b. Not applicable
14. Federal funds purchased and securities sold under agreements to repurchase
a. Federal funds purchased (2) B993 0 14.a.
b. Securities sold under agreements to repurchase (3) B995 0 14.b
15. Trading liabilities (from Schedule RC-D) 3548 0 15
16. Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases)(from Schedule R C-M) 3190 6,000 16
17. Not applicable
18. Bank's liability on acceptances executed and outstanding 2920 0 18
19. Subordinated notes and debentures (4) 3200 0 19
20. Other liabilities (from Schedule RC-G) 2930 1,204 20
21. Total liabilities (sum of items 13 through 20) 2948 7,559 21
22. Minority interest in consolidated subsidiaries 3000 0 22
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus 3838 0 23
24. Common stock 3230 750 24
25. Surplus (exclude all surplus related to preferred stock) 3839 4,299 25
26. a. Retained earnings 3632 20,665 26.a
b. Accumulated other comprehensive income (5) B530 4 26.b
27. Other equity capital components (6) A130 0 27
28. Total equity capital (sum of items 23 through 27) 3210 25,718 28
29. Total liabilities, minority interest, and equity capital (sum of 3300 33,277 29
items 21, 22, and 28.
</Table>
MEMORANDUM
TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION.
1. Indicate in the space at the right, the number of the statement below that
best describes the most comprehensive level of auditing work performed for
the bank by independent external auditors as of any date during 2001
RCON NUMBER
------ ---------
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
<Table>
(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, and "other borrowed money."
(3) Includes all securities repurchase agreements, 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, and
minimum pension liability adjustments.
(6) Includes treasury stock and unearned Employee Stock Ownership Plan
shares.
</Table>