EX-25 8 p70355exv25.txt EXHIBIT 25 Exhibit 25 ================================================================================ 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) WELLS FARGO BANK, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) NOT APPLICABLE 94-1347393 (Jurisdiction of incorporation or (I.R.S. Employer organization if not a U.S. national bank) Identification No.)
420 MONTGOMERY STREET SAN FRANCISCO, CA 94163 (Address of principal executive offices) (Zip code)
WELLS FARGO & COMPANY LAW DEPARTMENT, TRUST SECTION MAC N9305-172 SIXTH AND MARQUETTE, 17TH FLOOR MINNEAPOLIS, MN 55479 (agent for services) ---------- MERITAGE HOMES CORPORATION (Exact name of obligor as specified in its charter) MARYLAND 86-0611231 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)
6613 N. SCOTTSDALE RD., SUITE 200 SCOTTSDALE, AZ 85250 (Address of principal executive offices) (Zip code)
---------- 6 1/4 SENIOR NOTES DUE 2015 (Title of the indenture securities) ================================================================================ 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, Treasury Department Washington, D.C. 20230 Federal Deposit Insurance Corporation Washington, D.C. 20429 Federal Reserve Bank of San Francisco San Francisco, CA 94120 (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 with respect to the trustee. No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13. Item 15. Foreign Trustee. Not applicable. Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility. Wells Fargo Bank incorporates by reference into this Form T-1 exhibits attached hereto. Exhibit 1. A copy of the Articles of Association of the trustee now in effect. * Exhibit 2. A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated November 28, 2001. * Exhibit 3. A copy of the authorization of the trustee to exercise corporate trust powers. A copy of the Comptroller of the Currency Certificate of Corporate Existence (with Fiduciary Powers) for Wells Fargo Bank, National Association, dated November 28, 2001. * Exhibit 4. Copy of By-laws of the trustee as now in effect. * Exhibit 5. Not applicable. Exhibit 6. The consents of United States institutional trustees required by Section 321(b) of the Act. Exhibit 7. Attached is a copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. Exhibit 8. Not applicable. Exhibit 9. Not applicable. * Incorporated by reference to exhibit number 25 filed with registration statement number 333-87398. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo 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 to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles and State of California on the day of 18th day of March, 2005. WELLS FARGO BANK, NATIONAL ASSOCIATION /s/ Maddy Hall -------------------------------------- Name: Maddy Hall Title: Trust Officer EXHIBIT 6 March 18, 2005 Securities and Exchange Commission Washington, D.C. 20549 Gentlemen: In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request thereof. Very truly yours, WELLS FARGO BANK, NATIONAL ASSOCIATION /s/ Maddy Hall ---------------------------------------- Maddy Hall Trust Officer Consolidated Report of Condition of Wells Fargo Bank National Association of 101 North Phillips Avenue, Sioux Falls, SD 57104 And Foreign and Domestic Subsidiaries, at the close of business December 31, 2004, filed in accordance with 12 U.S.C. Section 161 for National Banks.
Dollar Amounts In Millions -------------- ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin $ 12,653 Interest-bearing balances 3,281 Securities: Held-to-maturity securities 0 Available-for-sale securities 28,571 Federal funds sold and securities purchased under agreements to resell: Federal funds sold in domestic offices 2,544 Securities purchased under agreements to resell 1,114 Loans and lease financing receivables: Loans and leases held for sale 33,027 Loans and leases, net of unearned income 246,371 LESS: Allowance for loan and lease losses 2,428 Loans and leases, net of unearned income and allowance 243,943 Trading Assets 7,177 Premises and fixed assets (including capitalized leases) 3,386 Other real estate owned 134 Investments in unconsolidated subsidiaries and associated companies 343 Customers' liability to this bank on acceptances outstanding 137 Intangible assets Goodwill 8,614 Other intangible assets 8,582 Other assets 12,750 -------- Total assets $366,256 ======== LIABILITIES Deposits: In domestic offices $264,717 Noninterest-bearing 78,210 Interest-bearing 186,507 In foreign offices, Edge and Agreement subsidiaries, and IBFs 16,987 Noninterest-bearing 4 Interest-bearing 16,983 Federal funds purchased and securities sold under agreements to repurchase: Federal funds purchased in domestic offices 10,533 Securities sold under agreements to repurchase 3,258
Dollar Amounts In Millions -------------- Trading liabilities 4,727 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) 14,870 Bank's liability on acceptances executed and outstanding 137 Subordinated notes and debentures 5,119 Other liabilities 11,158 -------- Total liabilities $331,506 Minority interest in consolidated subsidiaries 55 EQUITY CAPITAL Perpetual preferred stock and related surplus 0 Common stock 520 Surplus (exclude all surplus related to preferred stock) 24,521 Retained earnings 8,976 Accumulated other comprehensive income 678 Other equity capital components 0 -------- Total equity capital 34,695 -------- Total liabilities, minority interest, and equity capital $366,256 ========
I, Karen B. Martin, Vice President of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief. /s/ Karen B. Martin ---------------------------------------- Karen B. Martin Vice President We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct. /s/ John Stumpf ------------------------------------- John Stumpf /s/ Carrie Tolstedt ------------------------------------- Carrie Tolstedt Directors /s/ Pat Callahan ------------------------------------- Pat Callahan