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
UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305 (B) (2)_
IBJ SCHRODER BANK & TRUST COMPANY
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
New York 13-5375195
(State of Incorporation (I.R.S. Employer
if not a U.S. national bank) Identification No.)
One State Street, New York, New York 10004
(Address of principal executive offices) (Zip code)
Luis Perez, Assistant Vice President
IBJ Schroder Bank & Trust Company
One State Street
New York, New York 10004
(212) 858-2000
(Name, Address and Telephone Number of Agent for Service)
CAPSTAR HOTEL COMPANY
(Exact name of obligor as specified in its charter)
Delaware 52-1979383
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1010 WASHINGTON AVENUE N.W., STE. 650
WASHINGTON, DC
20007
(Address of principal executive office) (Zip code)
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$200,000,000 8 3/4% SENIOR SUBORDINATED NOTES DUE 2007
(Title of 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.
New York State Banking Department
Two Rector Street
New York, New York
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of New York Second District
33 Liberty Street
New York, New York
(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.
The obligor is not an affiliate of the trustee.
Item 3. Voting securities of the trustee.
Furnish the following information as to each class of voting
securities of the trustee:
As of September 2, 1997
Col. A Col. B
Title of class Amount Outstanding
Not Applicable
2
Item 4. Trusteeships under other indentures.
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, furnish the following
information:
(a) Title of the securities outstanding under each such other
indenture
Not Applicable
(b) A brief statement of the facts relied upon as a basis
for the claim that no conflicting interest within the
meaning of Section 310 (b) (1) of the Act arises as a
result of the trusteeship under any such other
indenture, including a statement as to how the
indenture securities will rank as compared with the
securities issued under such other indenture.
Not Applicable
Item 5. Interlocking directorates and similar relationships with the obligor or
underwriters.
If the trustee or any of the directors or executive officers of the
trustee is a director, officer, partner, employee, appointee, or
representative of the obligor or of any underwriter for the obligor,
identify each such person having any such connection and state the
nature of each such connection.
Not Applicable
Item 6. Voting securities of the trustee owned by the obligor or its officials.
Furnish the following information as to the voting securities of the
trustee owned beneficially by the obligor and each director, partner,
and executive officer of the obligor:
As of September 2, 1997
Col A Col. B Col. C Col. D
Name of Owner Title of class Amount owned Percent of voting
beneficially securities represented by
amount given in Col. C
- -------------- -------------- ------------- -----------------------
Not Applicable
3
Item 7. Voting securities of the trustee owned by underwriters or their
officials.
Furnish the following information as to the voting securities of the
trustee owned beneficially by each underwriter for the obligor and each
director, partner and executive officer of each such underwriter:
As of September 2, 1997
Col A Col. B Col. C Col. D
Name of Owner Title of class Amount owned Percent of voting
beneficially securities represented by
amount given in Col. C
- ---------------- --------------- --------------- -------------------------
Not Applicable
Item 8. Securities of the obligor owned or held by the trustee
Furnish the following information as to securities of the obligor owned
beneficially or held as collateral security for obligations in default
by the trustee:
As of September 2,1997
Col A Col. B Col. C Col. D
Name of Owner Title of class Amount owned Percent of voting
beneficially or held as securities represented by
collateral security for amount given in Col. C
obligations in default
- -------------- --------------- ------------------------ --------------------------
Not Applicable
4
Item 9. Securities of underwriters owned or held by the trustee.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of an underwriter for the
obligor, furnish the following information as to each class of
securities of such underwriter any of which are so owned or held by the
trustee:
As of September 2, 1997
Col A Col. B Col. C Col. D
Name of Owner Title of class Amount owned Percent of voting
beneficially or held as securities represented by
collateral security for amount given in Col. C
obligations in default
- ---------------- ---------------- ------------------------- -------------------------
Not Applicable
Item 10. Ownership or holdings by the trustee of voting securities of certain
affiliates or securityholders of the obligor.
If the trustee owns beneficially or holds as collateral security for
obligations in default voting securities of a person who, to the
knowledge of the trustee (1) owns 10 percent or more of the voting
securities of the obligor or (2) is an affiliate, other than a
subsidiary, of the obligor, furnish the following information as to the
voting securities of such person:
As of September 2, 1997
Col A Col. B Col. C Col. D
Name of Owner Title of class Amount owned Percent of voting
beneficially or held as securities represented by
collateral security for amount given in Col. C
obligations in default
- ---------------- --------------- ------------------------ --------------------------
Not Applicable
5
Item 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.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of a person who, to the knowledge
of the trustee, owns 50 percent or more of the voting securities of the
obligor, furnish the following information as to each class of
securities of such any of which are so owned or held by the trustee:
As of September 2, 1997
Col. A Col. B Col. C
Nature of Indebtedness Amount Outstanding Date Due
- ------------------------- -------------------- ----------
Not Applicable
Item 12. Indebtedness of the Obligor to the Trustee.
Except as noted in the instructions, if the obligor is indebted to the
trustee, furnish the following information:
As of September 2, 1997
Col A Col. B Col. C Col. D
Name of Owner Title of class Amount owned Percent of voting
beneficially or held as securities represented by
collateral security amount given in Col. C
for obligations in default
- -------------- ----------------- -------------------------- --------------------------
Not Applicable
Item 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.
Not Applicable
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(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.
Not Applicable
Item 14. Affiliations with the Underwriters
If any underwriter is an affiliate of the trustee, describe each such
affiliation.
Not Applicable
Item 15. Foreign Trustees.
Identify the order or rule pursuant to which the foreign trustee is
authorized to act as sole trustee under indentures qualified or to be
qualified under the Act.
Not Applicable
Item 16. List of Exhibits.
List below all exhibits filed as part of this statement of eligibility.
*1. A copy of the Charter of IBJ Schroder Bank & Trust Company as
amended to date. (See Exhibit 1A to Form T-1, Securities and
Exchange Commission File No. 22-18460).
*2. A copy of the Certificate of Authority of the Trustee to
Commence Business (Included in Exhibit I above).
*3. A copy of the Authorization of the Trustee, as amended to date
(See Exhibit 4 to Form T-1, Securities and Exchange Commission
File No. 22-19146).
*4. A copy of the existing By-Laws of the Trustee, as amended to
date (See Exhibit 4 to Form T-1, Securities and Exchange
Commission File No. 22-19146).
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5. A copy of each Indenture referred to in Item 4, if the Obligor
is in default. Not Applicable.
6. The consent of the United States institutional 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.
* The Exhibits thus designated are incorporated herein by reference as
exhibits hereto. Following the description of such Exhibits is a
reference to the copy of the Exhibit heretofore filed with the
Securities and Exchange Commission, to which there have been no
amendments or changes.
NOTE
In answering any item in this Statement of Eligibility which relates to
matters peculiarly within the knowledge of the obligor and its
directors or officers, the trustee has relied upon information
furnished to it by the obligor.
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
trustee of all facts on which to base responsive answers to Item 2, the
answer to said Item are based on incomplete information.
Item 2, may, however, be considered as correct unless amended by an
amendment to this Form T-1.
Pursuant to General Instruction B, the trustee has responded to Items
1, 2 and 16 of this form since to the best knowledge of the trustee as
indicated in Item 13, the obligor is not in default under any indenture
under which the applicant is trustee.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, IBJ Schroder Bank & Trust Company, a corporation
organized and existing under the laws of the State of New York, has
duly caused this statement of eligibility & qualification to be signed
on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York, and State of New York, on the 2nd day of
September, 1997.
IBJ SCHRODER BANK & TRUST COMPANY
By: /s/ Luis Perez
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Luis Perez
Assistant Vice President
EXHIBIT 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 issue by CapStar Hotel
Company 8 3/4% Senior Subordinated Notes due 2007, we hereby consent
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.
IBJ SCHRODER BANK & TRUST COMPANY
By: /s/ Luis Perez
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Luis Perez
Assistant Vice President
Dated: September 2, 1997
EXHIBIT 7
CONSOLIDATED REPORT OF CONDITION OF
IBJ SCHRODER BANK & TRUST COMPANY
OF NEW YORK, NEW YORK
AND FOREIGN AND DOMESTIC SUBSIDIARIES
REPORT AS OF MARCH 31, 1997
DOLLAR AMOUNTS
IN THOUSANDS
ASSETS
Cash and balance due from depository institutions:
Noninterest-bearing balances and currency and coin...............................................$ 37,521
Interest-bearing balances........................................................................$ 325,073
Securities: Held-to-maturity securities...........................................................$ 177,447
Available-for-sale securities...................................................$ 47,358
Federal funds sold and securities purchased under
agreements to resell in domestic offices of the bank
and of its Edge and Agreement subsidiaries and in IBFs:
Federal Funds sold and Securities purchased under agreements to resell...........................$ 75,273
Loans and lease financing receivables:
Loans and leases, net of unearned income.......................................$ 1,820,213
LESS: Allowance for loan and lease losses......................................$ 58,785
LESS: Allocated transfer risk reserve..........................................$ -0-
Loans and leases, net of unearned income, allowance, and reserve.................................$ 1,761,428
Trading assets held in trading accounts..............................................................$ 602
Premises and fixed assets (including capitalized leases).............................................$ 3,817
Other real estate owned..............................................................................$ 202
Investments in unconsolidated subsidiaries and associated companies..................................$ -0-
Customers' liability to this bank on acceptances outstanding.........................................$ 310
Intangible assets....................................................................................$ -0-
Other assets.........................................................................................$ 74,528
TOTAL ASSETS.........................................................................................$ 2,503,559
LIABILITIES
Deposits:
In domestic offices..............................................................................$ 792,944
Noninterest-bearing .......................................................$ 260,196
Interest-bearing ..........................................................$ 394,562
In foreign offices, Edge and Agreement subsidiaries, and IBFs....................................$ 1,149,176
Noninterest-bearing .......................................................$ 13,875
Interest-bearing ..........................................................$ 1,135,301
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBFs:
Federal Funds purchased and Securities sold under agreements to repurchase.......................$ 344,500
Demand notes issued to the U.S. Treasury.............................................................$ 30,000
Trading Liabilities..................................................................................$ 178
Other borrowed money:
a) With a remaining maturity of one year or less.................................................$ 23,037
b) With a remaining maturity of more than one year...............................................$ 4,958
Mortgage indebtedness and obligations under capitalized leases.......................................$ -0-
Bank's liability on acceptances executed and outstanding.............................................$ 310
Subordinated notes and debentures....................................................................$ -0-
Other liabilities....................................................................................$ 71,245
TOTAL LIABILITIES....................................................................................$ 2,278,162
Limited-life preferred stock and related surplus.....................................................$ -0-
EQUITY CAPITAL
Perpetual preferred stock and related surplus........................................................$ -0-
Common stock.........................................................................................$ 29,649
Surplus (exclude all surplus related to preferred stock).............................................$ 217,008
Undivided profits and capital reserves...............................................................$ (21,223)
Net unrealized gains (losses) on available-for-sale securities.......................................$ 37
Cumulative foreign currency translation adjustments..................................................$ -0-
TOTAL EQUITY CAPITAL.................................................................................$ 225,397
TOTAL LIABILITIES AND EQUITY CAPITAL.................................................................$ 2,503,559