EX-25.1 17 g97582a1exv25w1.txt EX-25.1 STATEMENT OF ELIGIBILITY EXHIBIT 25.1 ================================================================================ 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) ------------------------- U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer Identification No. 800 Nicollet Mall Minneapolis, Minnesota 55402 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Raymond S. Haverstock U.S. Bank National Association 60 Livingston Avenue St. Paul, MN 55107 (651) 495-3909 (Name, address and telephone number of agent for service) Ashton Woods USA L.L.C. And Ashton Woods Finance Co. (Issuer with respect to the Securities) Nevada 78-2721881 Delaware 20-3548058 ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1080 Holcomb Bridge Road Building 200, Suite 350 30076 Roswell, GA ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) 9.5% SENIOR SUBORDINATED NOTES DUE 2015 (TITLE OF THE INDENTURE SECURITIES) ================================================================================ FORM T-1 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. Comptroller of the Currency Washington, D.C. b) Whether it is authorized to exercise corporate trust powers. Yes ITEM 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation. None ITEMS 3-15 Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. ITEM 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification. 1. A copy of the Articles of Association of the Trustee.* 2. A copy of the certificate of authority of the Trustee to commence business.* 3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers.* 4. A copy of the existing bylaws of the Trustee.* 5. A copy of each Indenture referred to in Item 4. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. 7. Report of Condition of the Trustee as of September 30, 2005 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. * Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4 filed by Revlon Consumer Products Corp., Registration Number 333-128217, dated 11-22-2005. 2 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing 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 St. Paul, State of Minnesota on the 4th of January, 2006. By: /s/ Raymond S. Haverstock --------------------------- Raymond S. Haverstock Vice President By: /s/ Richard Prokosch --------------------- Richard Prokosch Vice President 3 EXHIBIT 6 CONSENT In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor. Dated: January 4 2006 By: /s/ Raymond S. Haverstock --------------------------- Raymond S. Haverstock Vice President By: /s/ Richard Prokosch --------------------- Richard Prokosch Vice President 4 EXHIBIT 7 U.S. BANK NATIONAL ASSOCIATION STATEMENT OF FINANCIAL CONDITION AS OF 9/30/2005 ($000'S)
9/30/2005 ------------ ASSETS Cash and Due From Depository Institutions $ 6,913,461 Securities 41,305,628 Federal Funds 3,300,808 Loans & Lease Financing Receivables 132,797,940 Fixed Assets 1,767,618 Intangible Assets 10,366,321 Other Assets 10,215,546 ------------ TOTAL ASSETS $206,667,322 LIABILITIES Deposits $130,337,423 Fed Funds 17,257,962 Treasury Demand Notes 0 Trading Liabilities 176,079 Other Borrowed Money 25,506,397 Acceptances 85,177 Subordinated Notes and Debentures 6,661,982 Other Liabilities 5,968,944 ------------ TOTAL LIABILITIES $185,993,964 EQUITY Minority Interest in Subsidiaries $ 1,029,440 Common and Preferred Stock 18,200 Surplus 11,804,040 Undivided Profits 7,821,678 ------------ TOTAL EQUITY CAPITAL $ 20,673,358 TOTAL LIABILITIES AND EQUITY CAPITAL $206,667,322
-------------------------------------------------------------------------------- To the best of the undersigned's determination, as of the date hereof, the above financial information is true and correct. U.S. BANK NATIONAL ASSOCIATION By: /s/ Raymond S. Haverstock --------------------------------------- Vice President Date: January 4, 2006 5