305B2 1 v69136b2e305b2.txt 305(B)(2) 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) [X] --------------- SUNTRUST BANK (Exact name of trustee as specified in its charter) 303 PEACHTREE STREET 30303 58-0466330 SUITE 300 (Zip Code) (I.R.S. employer ATLANTA, GEORGIA identification no.) (Address of principal executive offices) --------------- OLGA WARREN SUNTRUST BANK 25 PARK PLACE, N.E. 24TH FLOOR ATLANTA, GEORGIA 30303-2900 (404) 588-7067 (Name, address and telephone number of agent for service) --------------- KB HOME (EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER) DELAWARE 95-3666267 (State or other jurisdiction of (IRS employer incorporation or organization) identification no.) 10990 WILSHIRE BOULEVARD 90024 LOS ANGELES, CALIFORNIA (Zip Code) (Address of principal executive offices) --------------- SENIOR SUBORDINATED DEBT (Title of the indenture securities) 2 1. General information. ------------------- Furnish the following information as to the trustee - Name and address of each examining or supervising authority to which it is subject. DEPARTMENT OF BANKING AND FINANCE, STATE OF GEORGIA ATLANTA, GEORGIA FEDERAL RESERVE BANK OF ATLANTA 104 MARIETTA STREET, N.W. ATLANTA, GEORGIA FEDERAL DEPOSIT INSURANCE CORPORATION WASHINGTON, D.C. 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. 3-12 NO RESPONSES ARE INCLUDED FOR ITEMS 3 THROUGH 12. RESPONSES TO THOSE ITEMS ARE NOT REQUIRED BECAUSE, AS PROVIDED IN GENERAL INSTRUCTION B AND AS SET FORTH IN TO ITEM 13(b), THE OBLIGOR IS NOT IN DEFAULT ON ANY SECURITIES ISSUED UNDER INDENTURES UNDER WHICH SUNTRUST BANK IS A TRUSTEE. 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. THERE IS NOT AND HAS NOT BEEN ANY DEFAULT UNDER THIS INDENTURE. (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. THERE HAS NOT BEEN ANY SUCH DEFAULT. 14-15 NO RESPONSES ARE INCLUDED FOR ITEMS 14 AND 15. RESPONSES TO THOSE ITEMS ARE NOT REQUIRED BECAUSE, AS PROVIDED IN GENERAL INSTRUCTION (B) TO ITEM 13, THE OBLIGOR IS NOT IN DEFAULT ON ANY SECURITIES ISSUED UNDER INDENTURES UNDER WHICH SUNTRUST BANK IS A TRUSTEE. 16. List of Exhibits. ---------------- 3 List below all exhibits filed as a part of this statement of eligibility; exhibits identified in parentheses are filed with the Commission and are incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29 under the Trust Indenture Act of 1939, as amended, and Rule 24 of the Commission's Rules of Practice. (1) A copy of the Articles of Amendment and Restated Articles of Association of the trustee as now in effect. (Exhibit 1 to Form T-1, Registration No. 333-32106) (2) A copy of the certificate of authority of the trustee to commence business. (Included in Exhibit 1.) (3) A copy of the authorization of the trustee to exercise corporate trust powers. (Included in Exhibit 1.) (4) A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1, Registration No. 333-32106) (5) Not applicable. (6) The consent of the trustee required by Section 321(b) of the Trust Indenture Act of 1939. (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 as of the close of business on September 30, 2000. (8) Not applicable. (9) Not applicable. 4 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, SunTrust Bank, a banking corporation organized and existing under the laws of the State of Georgia, 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 Atlanta and the State of Georgia, on the 2nd day of February, 2001. SUNTRUST BANK By: /s/ Olga Warren ------------------------------- Olga Warren Vice President 5 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 Senior Subordinated Debt Securities of KB Home, SunTrust Bank 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. SUNTRUST BANK Dated: February 2, 2001 BY: /s/ Olga Warren ------------------------------------- Olga Warren Vice President 6 EXHIBIT 7 TO FORM T-1 REPORT OF CONDITION SUNTRUST BANK Call Date: 09/30/2000 P.O. BOX 4418 CENTER 832 Vendor ID: D State #: 130330 FFIEC 031 ATLANTA, GA 30302 Transit #: 61000104 Cert #: 00867 RC-1 -------------- 11 --------------
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED SAVINGS BANKS FOR SEPTEMBER 30, 2000 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 C400 Dollar Amounts in Thousands --------------------------------------------------------------------------------------------------------------------------------- 1. Cash and balances due from depository institutions (from Schedule RC-A): RCFD ---- a. Noninterest-bearing balances and currency and coin (1) 0081 3,440,379 1.a b. Interest-bearing balances (2) 0071 19,122 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 14,836,885 2.b 3. Federal funds sold and securities purchased under agreements to resell 1350 2,529,175 3 4. Loans and lease financing receivables: RCFD ---- a. Loans and leases, net of unearned income (from Schedule RC-C) 2122 73,348,862 4.a b. LESS: Allowance for loan and lease losses 3123 856,282 4.b c. LESS: Allocated transfer risk reserve 3128 0 4.c d. Loans and leases, net of unearned income, allowance, and reserve RCFD (item 4.a minus 4.b and 4.c) ---- 2125 72,492,580 4.d 5. Tracing assets (from Schedule RC-D) 3545 136,651 5. 6. Premises and fixed assets (including capitalized leases) 2145 1,329,737 6. 7. Other real estate owned (from Schedule RC-V) 2150 39,202 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 171,482 9. 10. Intangible assets (from Schedule RC-M) 2143 595,989 10. 11. Other assets (from Schedule RC-F) 2160 1,760,605 11. 12. Total assets (sum of items 1 through 11) 2170 97,351,807 12
---------- (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held for trading. 7 SUNTRUST BANK Call Date: 09/30/2000 P.O. BOX 4418 CENTER 832 Vendor ID: D State #: 130330 FFIEC 031 ATLANTA, GA 30302 Transit #: 61000104 Cert #: 00867 RC-1 -------------- 12 ------------- SCHEDULE RC - CONTINUED Dollar Amounts in Thousands ---------------------------------------------------------------------------------------------------------------------------------- LIABILITIES 13. Deposits: a. In domestic offices (sum of totals of columns A and C from RCON Schedule RC-E, part 1) RCON ---- 2200 58,288,560 13.a (1) Noninterest-bearing (1) 6831 8,655,373 13.a.1 (2) Interest-bearing 6636 49,633,187 13.a.2 b. In foreign offices, Edge and Agreement subsidiaries, and IBFs RCFN 13.b (from Schedule RC-E, part II RCFN 2200 11,248,659 ---- (1) Noninterest-bearing 6631 0 13.b1 (2) Interest-bearing 6636 11,248,659 RCFD 13.b2 14. Federal funds purchased and securities sold under agreements to repurchase 2800 10,222,176 14 RCON 15. a. Demand notes issued to the U.S. Treasury 2840 743,049 15.a RCFD b. Trading liabilities (from Schedule RC-D) 3548 0 15.b 16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): a. With a remaining maturity of one year or less 2332 955,746 16.a b. With a remaining maturity of more than one year through three years A547 2,596,905 16.b c. With a remaining maturity of more than three years A548 1,312,900 16.c 17. Not applicable 18. Bank's liability on acceptances executed and outstanding 2920 171,482 18 19. Subordinated notes and debentures(2) 3200 1,068,000 19 20. Other liabilities (from Schedule RC-G) 2930 2,397,101 20 21. Total liabilities (sum of items 13 through 20) 2943 89,004,578 2 22. Not applicable EQUITY CAPITAL 23. Perpetual preferred stock and related surplus 3838 0 23 24. Common stock 3230 21,600 24 25. Surplus (exclude all surplus related to preferred stock) 3839 2,505,472 25 26. a. Undivided profits and capital reserves 3632 5,001,005 26.a b. Net unrealized holding gains (losses) on available-for-sale securities 8434 819,152 26.b c. Accumulated net gains (losses) on cash flow hedges 4336 0 26.c 27. Cumulative foreign currency translation adjustments 3284 0 27 28. Total equity capital (sum of items 23 through 27) 3210 8,347,229 28 29. Total liabilities and equity capital (sum of items 21 and 28) 3300 97,351,807 29 MEMORANDUM TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION. 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 RCFD Number external auditors as of any date during 1999 ---- ------ 6724 N/A M.1 1= Independent audit of the bank conducted in 5= Review of the bank's financial statements by accordance with generally accepted auditing external auditors standards by a certified public accounting firm which submits a report on the bank 2= Independent audit of the bank's parent holding 6= Compilation of the bank's financial statements company conducted in accordance with generally by external auditors 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= Director's examination of the bank conducted in 7= Other audit procedures (excluding tax preparation accordance with generally accepted auditing work) standards by a certified public accounting firm (may be required by state chartering authority) 4= Directors' examination of the bank performed by 8= No external audit work other external auditors (may be required by state chartering authority)
------- (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held for trading.