EX-25.1 6 v73629orex25-1.txt EXHIBIT 25.1 ================================================================================ EXHIBIT 25.1 Statement of Eligibility and Qualification of SunTrust Bank, Atlanta, as trustee under the Senior Indenture and the Senior Subordinated Indenture. 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) --------------- 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 DELAWARE 95-3666267 (State or other jurisdiction of (IRS employer identification no.) incorporation or organization) 10990 WILSHIRE BOULEVARD 90024 LOS ANGELES, CALIFORNIA (Zip Code) (Address of principal executive offices) --------------- SENIOR DEBT SENIOR SUBORDINATED DEBT (Title of the indenture securities) ================================================================================ 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. 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 June 30, 2001 (8) Not applicable. (9) Not applicable. 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 15h day of October, 2001. SUNTRUST BANK By: /s/ OLGA WARREN ---------------------------------- Olga Warren Vice President EXHIBIT 1 TO FORM T-1 ARTICLES OF ASSOCIATION OF SUNTRUST BANK (Exhibit 1 to Form T-1, Registration No. 333-32106) EXHIBIT 2 TO FORM T-1 CERTIFICATE OF AUTHORITY OF SUNTRUST BANK TO COMMENCE BUSINESS (Included in Exhibit 1.) EXHIBIT 3 TO FORM T-1 AUTHORIZATION OF SUNTRUST BANK TO EXERCISE CORPORATE TRUST POWERS (Included in Exhibit 1.) EXHIBIT 4 TO FORM T-1 BY-LAWS OF SUNTRUST BANK (Exhibit 4 to Form T-1, Registration No. 333-32106) EXHIBIT 5 TO FORM T-1 (INTENTIONALLY OMITTED. NOT APPLICABLE.) 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 from time to time of Senior Debt Securities and 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 BY: /s/ OLGA WARREN ---------------------------------- Olga Warren Vice President EXHIBIT 7 TO FORM T-1 REPORT OF CONDITION (ATTACHED.) SUNTRUST BANK FFIEC 031 ATLANTA, GA 30302 RC-1 11 FDIC Certificate Number - 00867 CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 2001 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
Dollar Amounts in Thousands -------------- ASSETS 1. Cash and balances due from depository institutions (from Schedule RC-A): RCFD a. Noninterest-bearing balances and currency and coin (1) ......................... 0081 4,029,295 1.a b. Interest-bearing balances (2) .................................................. 0071 108,872 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 15,927,784 2.b 3. Federal funds sold and securities purchased under agreements to resell ............ 1350 2,428,869 3 4. Loans and lease financing receivables:(from Schedule RC-C) a. LOANS AND LEASES HELD FOR SALE ................................................. 5369 3,126,942 4.a b. LOANS AND LEASES, NET OF UNEARNED INCOME B528 68,709,512 4.b c. LESS: Allowance for loan and lease losses ................ 3123 848,294 4.c d. LOANS AND LEASES, NET OF UNEARNED INCOME, ALLOWANCE, AND RESERVE (ITEM 4.b MINUS 4.c) ................................................................. B529 67,861,218 4.d 5. Trading assets (from Schedule RC-D) ............................................... 3545 484,294 5 6. Premises and fixed assets (including capitalized leases) .......................... 2145 1,298,098 6 7. Other real estate owned (from Schedule RC-M) ...................................... 2150 31,250 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 89,475 9 10. Intangible assets ................................................................. A. GOODWILL ....................................................................... 3163 241,499 10.a B. OTHER INTANGIBLE ASSETS (FROM SCHEDULE RC-M) ................................... 0426 379,965 10.b 11. Other assets (from Schedule RC-F) ................................................. 2160 2,086,020 11 12. Total assets (sum of items 1 through 11) .......................................... 2170 98,093,581 12
---------- (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held for trading. SUNTRUST BANK FFIEC 031 ATLANTA, GA 30302 RC-2 12 FDIC Certificate Number - 00867 SCHEDULE RC - CONTINUED
Dollar Amounts in Thousands -------------- LIABILITIES 13. Deposits: a. In domestic offices (sum of totals of columns A and C from Schedule RCON RC-E, part 1) .................................................................. 2200 60,291,519 13.a (1) Noninterest-bearing (1) ............................... 6631 8,743,385 13.a.1 (2) Interest-bearing ...................................... 6636 51,548,134 13.a.2 b. In foreign offices, Edge and Agreement subsidiaries, and IBFs RCFN (from Schedule RC-E, part II) .................................................. 2200 3,658,760 13.b (1) Noninterest-bearing ................................... 6631 0 13.b.1 (2) Interest-bearing ...................................... 6636 3,658,760 RCFD 13.b.2 14. Federal funds purchased and securities sold under agreements to repurchase ........ 2800 12,161,227 14 15. Trading liabilities (from Schedule RC-D) .......................................... 3548 0 15 16. OTHER BORROWED MONEY (INCLUDES MORTGAGE INDEBTEDNESS AND OBLIGATIONS UNDER CAPITALIZED LEASES) (FROM SCHEDULE RC-M): 3190 9,411,416 16 17. Not applicable 18. Bank's liability on acceptances executed and outstanding .......................... 2920 89,475 18 19. Subordinated notes and debentures(2) .............................................. 3200 1,493,103 19 20. Other liabilities (from Schedule RC-G) ............................................ 2930 2,403,914 20 21. Total liabilities (sum of items 13 through 20) .................................... 2948 89,509,414 21 22. MINORITY INTEREST IN CONSOLIDATED SUBSIDIARIES .................................... 3000 166,493 22 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 2,516,538 25 26. a. Retained earnings .............................................................. 3632 4,919,946 26.a b. ACCUMULATED OTHER COMPREHENSIVE INCOME (3) ..................................... B530 959,590 26.b 27. OTHER EQUITY CAPITAL COMPONENTS(4) ................................................ A130 0 27 28. Total equity capital (sum of items 23 through 27) ................................. 3210 8,417,674 28 29. Total liabilities, minority interest, and equity capital (sum of items 21, 22 and 28) .................................................................... 3300 98,093,581 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 RCFD Number for the bank by independent external auditors as of any date during 2000 --------- ---------- 6724 N/A M.1 --------- ----------
1= Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank 2= Independent audit of the bank's parent holding company conducted in accordance with generally 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= ATTESTATION ON BANK MANAGEMENT'S ASSERTION ON THE EFFECTIVENESS OF THE BANK'S INTERNAL CONTROL OVER FINANCIAL REPORTING BY A CERTIFIED PUBLIC ACCOUNTING FIRM 4= Director's examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority) 5= Directors' examination of the bank performed by other external auditors (may be required by state chartering authority) 6= Review of the bank's financial statements by external auditors 7= Compilation of the bank's financial statements by external auditors 8= Other audit procedures (excluding tax preparation work) 9= No external audit work ---------- (1) Includes total demand deposits and noninterest-bearing time and savings deposits. (2) Includes limited-life preferred stock and related surplus. (3) Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative currency translation adjustments, and minimum pension liability adjustments. (4) Includes treasury stock and unearned Employee Stock Ownership Plan shares. ---------- (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held for trading. EXHIBIT 8 TO FORM T-1 (INTENTIONALLY OMITTED. NOT APPLICABLE.) EXHIBIT 9 TO FORM T-1 (INTENTIONALLY OMITTED. NOT APPLICABLE.)