EX-25.1 9 a2162264zex-25_1.htm EXHIBIT 25.1

Exhibit 25.1

 

 

UNITED STATES
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 A TRUSTEE

 

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)

 

WACHOVIA BANK, NATIONAL ASSOCIATION

(Name of Trustee)

 

 

 

22-1147033

(Jurisdiction of Incorporation or
Organization if not a U.S. National Bank)

 

(I.R.S. Employer
Identification No.)

 

 

 

301 South College Street, Charlotte, North Carolina

 

28288-0630

(Address of Principal Executive Offices)

 

(Zip Code)

 

K. Hovnanian Enterprises, Inc.

(Name of Obligor)

 

California

 

22-2423583

(State of Incorporation)

 

(I.R.S. Employer
Identification No.)

 

 

 

10 Highway 35, PO Box 500 Red Bank, NJ

 

07701

(Address of Principal Executive Offices)

 

(Zip Code)

 

Debt Securities

(Title of Indenture Securities)

 

 



 

GENERAL

Item 1.  General information.

 

Furnish the following information as to the trustee:

 

(a)           Name and address of each examining or supervisory authority to which it is subject:

 

Comptroller of the Currency, Washington, D.C.

Board of Governors of the Federal Reserve System, Richmond, VA 23219

Federal Deposit Insurance Corporation, 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.

 

Item 3.  Voting Securities of the Trustee.

 

Furnish the following information as to each class of voting securities of the trustee:

 

Col. A
Title of Class

 

Col. B
Amount Outstanding

 

Not Applicable - See answer to Item 13

 

 

 

 

Item 4.  Trusteeship 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 - See answer to Item 13

 

(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 - See answer to Item 13.

 

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 - See answer to Item 13

 



 

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.

 

Col. A
Name of Owner

 

Col. B
Title of Class

 

Col. C
Amount owned
Beneficially

 

Col. D.
Percentage of Voting
securities represented
By amount given in Col. C

 

Not Applicable - See answer to Item 13

 

 

 

 

 

 

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.

 

Col. A
Name of Owner

 

Col. B
Title of Class

 

Col. C
Amount owned
Beneficially

 

Col. D.
Percentage of Voting
securities represented
By amount given in Col. C

 

Not Applicable - See answer to Item 13

 

 

 

 

 

 

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 the obligations in default by the trustee.

 

Col. A
Name of Owner

 

Col. B
Whether the
Securities are
Voting or nonvoting
Securities

 

Col. C
Amount owned beneficially
or held as collateral
security for obligations
in default by Trustee

 

Col. D.
Percentage of class
represented by
amount given in
Col. C.

 

Not Applicable - See answer to Item 13

 

 

 

 

 

 

Item 9.   Securities of the 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.

 

Col. A
Name of
Issuer and
Title of class

 

Col. B
Amount outstanding

 

Col. C
Amount owned beneficially
or held as collateral security
for obligations in default
By Trustee

 

Col. D.
Percentage of class
represented by amount
given in Col. C

 

Not Applicable - See answer to Item 13

 

 

 

 

 

 

2



 

Item 10.  Ownership or Holdings by the Trustee of Voting Securities of Certain Affiliates or Security Holders 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.

 

Col. A.
Name of Issuer
And title of class

 

Col. B.
Amount outstanding

 

Col. C.
Amount owned beneficially
or held as collateral security
For obligations in default
By Trustee

 

Col. D.
Percentage of class
represented by amount
given in Col. C

 

Not Applicable - See answer to Item 13

 

 

 

 

 

 

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 person any of which are so owned or held by the Trustee.

 

Col. A.
Name of Issuer
And title of class

 

Col. B.
Amount outstanding

 

Col. C.
Amount owned beneficially
or held as collateral security
For obligations in default
By Trustee

 

Col. D.
Percentage of class
represented by amount
given in Col. C

 

Not Applicable - See answer to Item 13

 

 

 

 

 

 

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:

 

Col. A.
Nature of indebtedness

 

Col. B.
Amount outstanding

 

Col. C.
Date due

 

Not Applicable — See answer to Item 13

 

 

 

 

3



 

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.

 

None

 

(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 default under any such indenture or series, identify the indenture or series affected, and explain the nature of any such default.

 

None

 

Item 14.  Affiliations with the Underwriters.

 

If any underwriter is an affiliate of the trustee, describe each such affiliation.

 

Not Applicable - See answer to Item 13

 

Item 15.  Foreign Trustee.

 

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.  Lists of Exhibits.

 

1*          —Copy of Articles of Association of the Trustee as now in effect.

2            —No certificate of authority of the Trustee to commence business is furnished since this authority is contained in the Articles of Association of the Trustee.

3*          —Copy of the authorization of the Trustee to exercise corporate trust powers.

4*          —Copy of the existing By-Laws of the Trustee, as now in effect.

5            —Not applicable.

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 the law or the requirements of its supervising or examining authority.

8            —Not Applicable

9            —Not Applicable

 


*Exhibit thus designated has heretofore been filed with the Securities and Exchange Commission, have not been amended since filing and are incorporated herein by reference (see Exhibit T-1 Registration Number 333-86372).

 

In answering any item in this statement of eligibility and qualification which relates to matters peculiarly within the knowledge of the obligor or of its directors or officers, or an underwriter for the obligor, the undersigned, Wachovia Bank, National Association, has relied upon information furnished to it by the obligor or such underwriter.

 

4



 

SIGNATURE

 

 

Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, Wachovia Bank National Association, organized and existing under the laws of the United States, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the Town of Morristown, and State of New Jersey, on the 16th day of August, 2005.

 

 

Wachovia Bank, National Association

 

 

 

 

 

(Trustee)

 

 

 

 

(CORPORATE SEAL)

 

 

By:

/s/Stephanie Roche

 

 

 

Vice President

 

 

5



 

Exhibit T—6

 

CONSENT OF TRUSTEE

 

Pursuant to the requirements of Section 321 (b) of the Trust Indenture Act of 1939, and in connection with the proposed issue of K. Hovnanian Enterprises, Inc.  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.

 

 

 

WACHOVIA BANK, NATIONAL ASSOCATION

 

 

 

 

 

By:

/s/ Stephanie Roche

 

 

 

Vice President

 

 

 

Morristown, NJ

August 16, 2005

 



 

EXHIBIT T-7

 

REPORT OF CONDITION

 

Consolidating domestic and foreign subsidiaries of the Wachovia Bank, National Association, at the close of business on June 30, 2005, published in response to call made by Comptroller of the Currency, under title 12, United States Code, Section 161.  Charter Number 1 Comptroller of the Currency.

 

Statement of Resources and Liabilities

 

 

 

Thousand of Dollars

 

ASSETS

 

 

 

Cash and balance due from depository institutions:

 

 

 

Noninterest-bearing balances and currency and coin

 

13,340,000

 

Interest-bearing balances

 

702,000

 

Securities

 

 

 

Hold-to-maturity securities

 

0

 

Available-for-sale securities

 

114,033,000

 

Federal funds sold and securities purchased under agreements to resell

 

 

 

Federal funds sold in domestic offices

 

145,000

 

Securities purchased under agreements to resell

 

4,343,000

 

Loans and lease financing receivables:

 

 

 

Loan and leases held for sale

 

14,492,000

 

Loan and leases, net of unearned income

 

227,612,000

 

LESS: Allowance for loan and lease losses

 

2,645,000

 

Loans and leases, net of unearned income and allowance

 

224,967,000

 

Trading Assets

 

32,025,000

 

Premises and fixed assets (including capitalized leases)

 

4,321,000

 

Other real estate owned

 

136,000

 

Investment in unconsolidated subsidiaries and associated companies

 

1,131,000

 

Customer’s liability to this bank on acceptances outstanding

 

826,000

 

Intangible assets

 

 

 

Goodwill

 

19,699,000

 

Other intangible Assets

 

1,996,000

 

Other assets

 

27,373,000

 

Total assets

 

459,529,000

 

 

 

 

 

LIABILITIES

 

 

 

Deposits:

 

 

 

In domestic offices

 

284,231,000

 

Noninterest-bearing

 

64,586,000

 

Interest-bearing

 

219,645,000

 

In foreign offices, Edge and Agreement subsidiaries, and IBFs

 

25,202,000

 

Noninterest-bearing

 

65,000

 

Interest-bearing

 

25,137,000

 

Federal funds purchased and securities sold under agreements to repurchase

 

 

 

Federal funds purchased in domestic offices

 

3,546,000

 

Securities sold under agreements to repurchase

 

28,940,000

 

Trading liabilities

 

12,730,000

 

Other borrowed money (includes mortgage indebtedness and Obligations under capitalized leases) (from Schedule RC-M)

 

28,775,000

 

Bank’s liability on acceptances executed and outstanding

 

859,000

 

Subordinated notes and debentures

 

13,323,000

 

Other liabilities

 

12,305,000

 

Total liabilities

 

409,911,000

 

Minority Interest in consolidated subsidiaries

 

1,732,000

 

 

 

 

 

EQUITY CAPITAL

 

 

 

 

 

 

 

Perpetual preferred stock and related surplus

 

0

 

Common Stock

 

455,000

 

Surplus

 

35,351,000

 

Retained Earnings

 

11,494,000

 

Accumulated other comprehensive income

 

586,000

 

Other Equity Capital components

 

0

 

Total equity capital

 

47,886,000

 

Total liabilities and equity capital

 

459,529,000