EX-25.2 6 w64196exv25w2.txt STATEMENT OF ELIGIBILITY ON FORM T-1 SUNTRUST BANK ================================================================================ 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 30308 58-0466330 30TH FLOOR (Zip Code) (I.R.S. employer identification no.) ATLANTA, GEORGIA (Address of principal executive offices)
------------------ LEIGH S. MULLIS SUNTRUST BANK 25 PARK PLACE, N.E. 24TH FLOOR ATLANTA, GEORGIA 30303-2900 (404) 588-7273 (Name, address and telephone number of agent for service) ------------------ THE RYLAND GROUP, INC. MARYLAND 52-0849948 (State or other jurisdiction of (IRS employer identification no.) incorporation or organization) 24025 PARK SORRENTO, SUITE 400 91302 CALABASAS, CALIFORNIA (Zip Code) (Address of principal executive offices) ------------------ DEBT SECURITIES; COMMON STOCK, PAR VALUE $1.00; PREFERRED STOCK, PAR VALUE $1.00; DEPOSITARY SHARES; STOCK PURCHASE UNITS; STOCK PURCHASE CONTRACTS; WARRANTS TO PURCHASE DEBT SECURITIES, COMMON STOCK OR PREFERRED STOCK PURSUANT TO REGISTRATION STATEMENT NO. 333-_____
================================================================================ 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 550 17TH STREET, N.W. 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 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 IN DEFAULT ON ANY SECURITIES ISSUED UNDER INDENTURES UNDER WHICH SUNTRUST BANK IS A TRUSTEE. 2 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. 333-85232 filed by Boston Private Financial Holdings, Inc.). (2) A copy of the certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1, Registration No. 333-32106 filed by Sabre Holdings Corporation). (3) A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibits 2 and 3 to Form T-1, Registration No. 333-32106 filed by Sabre Holdings Corporation). (4) A copy of the existing by-laws of the trustee as now in effect (Exhibit 4 to Form T-1, Registration No. 333-85232 filed by Boston Private Financial Holdings, Inc.). (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, 2002. (8) Not applicable. (9) Not applicable. 3 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 27th day of September, 2002. SUNTRUST BANK By: /s/ Leigh S. Mullis ------------------------------- Leigh S. Mullis Vice President 4 EXHIBIT 1 TO FORM T-1 ARTICLES OF ASSOCIATION OF SUNTRUST BANK (Incorporated by reference from Exhibit 1 to Form T-1, Registration No. 333-85232 filed by Boston Private Financial Holdings, Inc.) 5 EXHIBIT 2 TO FORM T-1 CERTIFICATE OF AUTHORITY OF SUNTRUST BANK TO COMMENCE BUSINESS (Incorporated by reference from Exhibit 2 to Form T-1, Registration No. 333-32106 filed by Sabre Holdings Corporation) 6 EXHIBIT 3 TO FORM T-1 AUTHORIZATION OF SUNTRUST BANK TO EXERCISE CORPORATE TRUST POWERS (Incorporated by reference from Exhibit 2 and 3 to Form T-1, Registration No. 333-32106 filed by Sabre Holdings Corporation) 7 EXHIBIT 4 TO FORM T-1 BY-LAWS OF SUNTRUST BANK (Incorporated by reference from Exhibit 4 to Form T-1, Registration No. 333-85232 filed by Boston Private Financial Holdings, Inc.) 8 EXHIBIT 5 TO FORM T-1 (INTENTIONALLY OMITTED. NOT APPLICABLE.) 9 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 on a delayed basis of up to $250,000,000 of debt securities, shares of common stock, shares of preferred stock, shares of preferred stock represented by depositary shares, stock purchase units or stock purchase contracts and warrants to purchase debt securities, common stock or preferred stock of The Ryland Group, Inc., 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/ Leigh S. Mullis ------------------------------- Leigh S. Mullis Vice President 10 EXHIBIT 7 TO FORM T-1 REPORT OF CONDITION (ATTACHED) SunTrust Bank FFIEC 031 ATLANTA , GA 30302 Consolidated Report of Condition Certificate Number: 00867 for June 30, 2002 CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 2002 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 ------------------------------------------------------------------------------- ASSETS 1. Cash and balances due from depository institutions (from Schedule RC-A): RCFC ---- ------------- a. Noninterest bearing balances and currency and coin (1)........................................ 0081 3,824,824 1.a ------------- b. Interest-bearing balances (2)................................................................. 0071 349,088 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 17,212,619 2.b ------------- d ------------- 3. Federal funds sold and securities purchased under agreements to resell(3) B987 4,095,378 3 B989 ------------- 4. Loans and lease financing receivables (from Schedule RC-C): RCFD ---- ----------- a. Loans and leases held for sale.......................................... 5369 3,512,952 ----------- b. Loans and leases, net of unearned income................................ B528 71,367,740 4.a ----------- c. LESS: Allowance for loan and lease losses............................... 3123 908,638 4.b ----------- d. Loans and leases, net of unearned income, allowance, and reserve RCFD ---- ------------- (item 4.a minus 4.b and 4.c).................................................................... B529 70,459,102 4.d ------------- 5. Tracing assets (from Schedule RC-D)............................................................. 3545 786,220 5. ------------- 6. Premises and fixed assets (including capitalized leases)........................................ 2145 1,347,802 6. ------------- 7. Other real estate owned (from Schedule RC-M).................................................... 2150 40,310 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 11,043 9. ------------- 10. Intangible assets............................................................................... 2143 10. ------------- a. Goodwill.................................................................................... 3163 770,226 10.a ------------- b. Other intangible assets from Schedule RC-M.................................................. 0426 669,001 10.b ------------- 11. Other assets (from Schedule RC-F)............................................................... 2160 2,079,844 11. ------------- 12. Total assets (sum of items 1 through 11)........................................................ 2170 105,158,409 12. -------------
-------- (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held for trading. (3) Includes all securities resale agreements in domestic and foreign offices, regardless of maturity. MEMORANDUM TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION. 1. Indicated 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 RCFD Number by independent external auditors as of ---- ---------- 6724 N/A M.1 any date during 2001........................................................... ---------- 1= Independent audit of the bank conducted in accordance with generally accepted auditing 5.= Directors' examination of the bank performed standards by a certified public accounting by other external auditors (may be required firm which submits a report on the bank by state chartering authority) 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 6= Review of the bank's financial statements by separately) external auditors 7= Compilation of the bank's financial statements by external auditors 3= Attestation on bank management's assertion on the effectiveness of the bank's internal control over financial reporting by a 8= Other audit procedures (excluding tax certified public accounting firm preparation work) 4= Directors' 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) 9= No external audit work
----------------- (1) Includes total demand deposits and noninterest-bearing time and savings deposits. (2) Report overnight Federal Home Loan Bank advances and Schedule RC, item 16, "other borrowed money." (3) Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity. (4) Includes limited-life preferred stock and related surplus. (5) Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments. (6) Includes treasury stock and unearned Employee Stock Ownership Plan Shares. EXHIBIT 8 TO FORM T-1 (INTENTIONALLY OMITTED. NOT APPLICABLE.) - 15 - EXHIBIT 9 TO FORM T-1 (INTENTIONALLY OMITTED. NOT APPLICABLE.) - 16 -