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EXHIBIT 25.1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION 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)_____
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U.S. TRUST COMPANY OF TEXAS, N.A.
(Exact name of trustee as specified in its charter)
75-2353745
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
2001 Ross Avenue, Suite 2700 75201-2936
Dallas, Texas (Zip Code)
(Address of trustee's
principal executive offices)
Compliance Officer
U.S. Trust Company of Texas, N.A.
2001 Ross Avenue, Suite 2700
Dallas, Texas 75201-2936
(214) 754-1200
(Name, address and telephone number of agent for service)
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OpTel, Inc.
(Exact name of obligor as specified in its charter)
Delaware 95-4498704
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
1111 W. Mockingbird Lane
Dallas, Texas 75247
(Address of principal executive offices) (Zip Code)
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11.5% Senior Notes due 2008
(Title of the indenture securities)
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GENERAL
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 Dallas (11th District),
Dallas, Texas (Board of Governors of the
Federal Reserve System)
Federal Deposit Insurance Corporation, Dallas, Texas
The Office of the Comptroller of the Currency,
Dallas, Texas
(b) Whether it is authorized to exercise corporate trust powers.
The Trustee is authorized to exercise corporate trust
powers.
2. Affiliations with Obligor and Underwriters.
If the obligor or any underwriter for the obligor is an affiliate of
the Trustee, describe each such affiliation.
None.
3. Voting Securities of the Trustee.
Furnish the following information as to each class of voting
securities of the Trustee:
As of July 27, 1998
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Col A. Col B.
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Title of Class Amount Outstanding
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Capital Stock - par value $100 per share 5,000 shares
4. Trusteeships under Other Indentures.
Not Applicable
5. Interlocking Directorates and Similar Relationships with the Obligor
or Underwriters.
Not Applicable
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6. Voting Securities of the Trustee Owned by the Obligor or its
Officials.
Not Applicable
7. Voting Securities of the Trustee Owned by Underwriters or their
Officials.
Not Applicable
8. Securities of the Obligor Owned or Held by the Trustee.
Not Applicable
9. Securities of Underwriters Owned or Held by the Trustee.
Not Applicable
10. Ownership or Holdings by the Trustee of Voting Securities of Certain
Affiliates or Security Holders of the Obligor.
Not Applicable
11. Ownership or Holdings by the Trustee of any Securities of a Person
Owning 50 Percent or More of the Voting Securities of the Obligor.
Not Applicable
12. Indebtedness of the Obligor to the Trustee.
Not Applicable
13. Defaults by the Obligor.
Not Applicable
14. Affiliations with the Underwriters.
Not Applicable
15. Foreign Trustee.
Not Applicable
16. List of Exhibits.
T-1.1 - A copy of the Articles of Association of U.S. Trust Company
of Texas, N.A.; incorporated herein by reference to Exhibit
T-1.1 filed with Form T-1 Statement, Registration No.
22-21897.
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16. (con't.)
T-1.2 - A copy of the certificate of authority of the Trustee to
commence business; incorporated herein by reference to
Exhibit T-1.2 filed with Form T-1 Statement, Registration
No. 22-21897.
T-1.3 - A copy of the authorization of the Trustee to exercise
corporate trust powers; incorporated herein by reference to
Exhibit T-1.3 filed with Form T-1 Statement, Registration
No. 22-21897.
T-1.4 - A copy of the By-laws of the U.S. Trust Company of Texas,
N.A., as amended to date; incorporated herein by reference
to Exhibit T-1.4 filed with Form T-1 Statement,
Registration No. 22-21897.
T-1.6 - The consent of the Trustee required by Section 321(b) of
the Trust Indenture Act of 1939.
T-1.7 - A copy of the latest report of condition of the Trustee
published pursuant to law or the requirements of its
supervising or examining authority.
NOTE
As of July 27, 1998 the Trustee had 5,000 shares of Capital Stock outstanding,
all of which are owned by U.S. T.L.P.O. Corp. As of July 27, 1998, U.S.
T.L.P.O. Corp. had 35 shares of Capital Stock outstanding, all of which are
owned by U.S. Trust Corporation. U.S. Trust Corporation had outstanding
18,713,657 shares of $5 par value Common Stock as of July 27, 1998.
The term "Trustee" in Items 2, 5, 6, 7, 8, 9, 10 and 11 refers to each of U.S
Trust Company of Texas, N.A., U.S. T.L.P.O. Corp. and U.S. Trust Corporation.
Inasmuch as this Form T-1 is filed prior to the ascertainment by the Trustee of
all the facts on which to base responsive answers to Items 2, 5, 6, 7, 9, 10
and 11, the answers to said Items are based upon incomplete information. Items
2, 5, 6, 7, 9, 10 and 11 may, however, be considered correct unless amended by
an amendment to this Form T-1.
In answering any items in this Statement of Eligibility and Qualification which
relates to matters peculiarly within the knowledge of the obligors or their
directors or officers, or an underwriter for the obligors, the Trustee has
relied upon information furnished to it by the obligors and will rely on
information to be furnished by the obligors or such underwriter, and the
Trustee disclaims responsibility for the accuracy or completeness of such
information.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee,
U.S Trust Company of Texas, N.A., a national banking association organized
under the laws of the United States of America, 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 Dallas, and State of Texas on the
27th day of July, 1998.
U.S. Trust Company of Texas, N.A.,
Trustee
By: /s/ JOHN C. STOHLMANN
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John C. Stohlmann
Vice President
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Exhibit T-1.6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939 as amended in connection with the proposed issue of OpTel, Inc. 11.5 %
Senior Notes due 2008, 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 therefore.
U.S. Trust Company of Texas, N.A.
By: /s/ JOHN C. STOHLMANN
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John C. Stohlmann
Vice President
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EXHIBIT __
TO EXHIBIT 99
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
Federal Financial Institutions Examination Council OMB Number: 1557-0081
Expires March 31, 2000
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(1)
Please Refer to Page I,
(LOGO) Table of Contents, for
the required disclosure
of estimated burden.
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CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR A BANK WITH
DOMESTIC OFFICES ONLY AND TOTAL ASSETS OF LESS THAN $100
MILLION - - FFIEC 033
REPORT AT THE CLOSE OF BUSINESS MARCH 31, 1998
(980331)
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This report is required by law: 12 U.S.C. Section ? 324 (RCRI 9999)
(State member banks); 12 U.S. c. Section ? 1817 (State
nonmember banks); and 12 U.S. C. Section ? 161 (National This report form is to be filed by banks with domestic
banks). offices only. Banks with branches and consolidated
subsidiaries in U.S. territories and possessions, Edge or
Agreement subsidiaries, foreign branches, consolidated
foreign subsidiaries, or International Banking Facilities
must file FFIEC 031.
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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
attested to by not less than two directors (trustees) for instructions. NOTE: these instructions may in some
State nonmember banks and three directors for State member cases differ from generally accepted accounting
and National Banks. principles.
I, Alfred B. Childs, SVP & Cashier We, the undersigned directors (trustees), attest to the
----------------------------------- correctness of this Report of Condition (including the
Name and Title of Officer Authorized to Sign Report supporting schedules) and declare that it has been
examined by us and to the best of our knowledge and
of the named bank do hereby declare that these Reports of belief has been prepared in conformance with the
Condition and Income (including the supporting schedules) instructions issued by the appropriate Federal regulatory
have been prepared in conformance with the instructions authority and is true and correct.
issued by the appropriate Federal regulatory authority and
are true to the best of my knowledge and belief.
/s/ Stuart M. Pearman
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/s/ Alfred B. Childs Director (Trustee)
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Signature of Officer Authorized to Sign Report
/s/. J. T. Moore Jr.
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4/14/98 Director (Trustee)
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Date of Signature
/s/. Peter Denker
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Director (Trustee)
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SUBMISSION OF REPORTS (b) in hard-copy (paper) form and arrange for another party to
convert the paper report to electronic form. That party
Each bank must prepare its Reports of Condition and Income (if other than EDS) must transmit the bank?s computer data
either: file to EDS.
(a) in electronic form and then file the computer data file To fulfill the signature and attestation requirement for
directly with the banking agencies? collection agent, the Reports of Condition and Income for this report date,
Electronic Data Systems Corporation (EDS), by modem or attach this signature page to the hard-copy record of the
on computer diskette; or completed report that the bank places in its files.
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FDIC Certificate Number ____________ Call No. 203 33 03-31-98
(RCRI 9050)
STBK: 48-6797 13264 STCERT: 48-33217
US Trust Company of Texas, National Association
2001 Ross Avenue, Suite 2700
Dallas, TX 75201
Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation,
Office of the Comptroller of the Currency
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U.S. TRUST COMPANY OF TEXAS, N.A. Call Date: 03/31/98 State #: 48-6797 FFIEC 033
2100 ROSS AVENUE, SUITE 2700 Vendor ID: D Cert #: 13264 Page RC-1
DALLAS, TX 75201 Transit #: 11101765
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CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 1998
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
C200<
Dollar Amounts in Thousands
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ASSETS
1. Cash and balances due from depository institutions: RCON
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a. Noninterest-bearing balances and currency and coin (1,2) 0081 1,143 1.a
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b. Interest bearing balances (3) 0071 1,138 1.b
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2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 0 2.a
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b. Available-for-sale securities (from Schedule RC-B, column D) 1773 121,248 2.b
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3. Federal funds sold (4) and securities purchased under agreements to resell: 1350 5,000 3
4. Loans and lease financing receivables: RCON
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a. Loans and leases, net of unearned income (from Schedule RC-C) 2122 18,091 4.a
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b. LESS: Allowance for loan and lease losses----------------------------- 3123 4.b
225
c. LESS: Allocated transfer risk reserve 3128 0 4.c
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d. Loans and leases, net of unearned income, allowance, and reserve RCON
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(item 4.a minus 4.b and 4.c) 2125 17,866 4.d
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5. Trading assets 3545 0 5.
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6. Premises and fixed assets (including capitalized leases) 2145 743 6.
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7. Other real estate owned (from Schedule RC-M) 2150 0 7.
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8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M) 2130 0 8.
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9. Customers? liability to this bank on acceptances outstanding 2155 0 9.
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10. Intangible assets (from Schedule RC-M) 2143 0 10.
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11. Other assets (from Schedule RC-F) 2160 1,902 11.
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12. Total assets (sum of items 1 through 11) 2170 149,040 12.
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(1) Includes cash items in process of collection and unposted debits.
(2) Included time certificates of deposit not held for trading.
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U.S. TRUST COMPANY OF TEXAS, N.A. Call Date: 3/31/98 State #: 48-6797 FFIEC 033
2100 ROSS AVENUE, SUITE 2700 Vendor ID: D Cert #: 13264 Page RC-2
DALLAS, TX 75201 Transit #: 11101765
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SCHEDULE RC - CONTINUED
Dollar Amounts in Thousands
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LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of RCON
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columns A and C from Schedule RC-E) RCON 2200 120,298 13.a
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(1) Noninterest-bearing (1) 6631 10,817 13.a.1
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(2) Interest-bearing 6636 109,481 13.a.2
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b. In foreign offices, Edge and Agreement subsidiaries, and IBFs
(1) Noninterest-bearing
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(2) Interest-bearing
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14. Federal funds purchased(2) and securities sold under agreements to repurchase: RCON 0 14
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2800
15. a. Demand notes issued to the U.S. Treasury
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b. Trading liabilities 3548 0 15.b
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16. Other borrowed money:
A. WITH A REMAINING MATURITY OF ONE YEAR OR LESS 2332 2,000 16.a
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B. WITH A REMAINING MATURITY OF MORE THAN ONE YEAR THROUGH THREE
YEARS A547 2,000 16.b
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C. WITH A REMAINING MATURITY OF MORE THAN THREE YEARS A548 1,000 16.c
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17. Not applicable
18. Bank?s liability on acceptances executed and outstanding 2920 0 18.
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19. Subordinated notes and debentures 3200 0 19.
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20. Other liabilities (from Schedule RC-G) 2930 2,225 20.
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21. Total liabilities (sum of items 13 through 20) 2948 127,523 21.
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22. Not applicable
EQUITY CAPITAL
RCON
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23. Perpetual preferred stock and related
surplus 3838 7,000 23.
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24. Common stock 3230 500 24.
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25. Surplus (exclude all surplus related to preferred
stock) 3839 8,384 25.
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26. a. Undivided profits and capital
reserves 3632 5,277 26.a
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b. Net unrealized holding gains (losses) on available-for-sale
securities 8434 356 26.b
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27. Cumulative foreign currency translation
adjustments
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28. Total equity capital (sum of items 23 through 27) 3210 21,517 28.
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29. Total liabilities and equity capital (sum of items 21 and 28) 2257 149,040 29.
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MEMORANDUM
TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION. NUMBER
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 for the bank by independent external auditors as
of any date during 1997 6724 1 M.1
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1 = Independent audit of the bank conducted in accordance 4 = Directors? examination of the bank performed by other
with generally accepted auditing standards by certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank?s parent holding company 5 = Review of the bank?s financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank?s financial statements by
submits a report on the consolidated holding company (but external auditors
not on the bank separately) 7 = Other audit procedures (excluding tax preparation
3 = Directors? examination of the bank conducted in accordance work)
with generally accepted auditing standards by a certified 8 = No external audit work
public accounting firm (may be required by state chartering
authority)
(1) Includes total demand deposits and noninterest-bearing time and savings deposits.
(2) Includes limited-life preferred stock and related surplus.