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FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
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PNC BANK, NATIONAL ASSOCIATION
(Exact Name of Trustee as Specified in its Charter)
NOT APPLICABLE
(Jurisdiction of incorporation or
organization if not a U.S. national bank)
25-1146430
(I.R.S. Employer Identification No.)
One PNC Plaza
Fifth Avenue and Wood Street, Pittsburgh, Pennsylvania 15222
(Address of principal executive offices - Zip code)
Allan K. Poust, Vice President, PNC Bank, National Association
27th Floor, One Oliver Plaza, Pittsburgh, Pennsylvania 15222-2602
(412) 762-2838
(Name, address and telephone number of agent for service)
MIRAGE RESORTS, INCORPORATED
(Exact name of obligor as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
88-0058016
(I.R.S. Employer Identification No.)
3400 Las Vegas Boulevard, South
Las Vegas, Nevada 89109
(Address of principal executive offices - Zip code)
DEBT SECURITIES
(Title of the indenture securities)
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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.
Federal Reserve Bank of Cleveland Cleveland, Ohio
Federal Deposit Insurance Corporation Washington, D.C.
(b) Whether it is authorized to exercise corporate trust
powers.
Yes. (See Exhibit T-1-3)
Item 2. Affiliations with obligor and underwriters.
If the obligor or any underwriter for the obligor is an affiliate of
the trustee, describe each such affiliation.
Neither the obligor nor any underwriter for the obligor is an
affiliate of the trustee.
Item 3 through Item 14.
The issuer currently is not in default under any of its outstanding
securities for which PNC Bank is trustee. Accordingly, responses to
Items 3 through 14 of Form T-1 are not required pursuant to Form T-1
General Instructions B.
Item 15. Foreign trustee.
Identify the order or rule pursuant to which the foreign trustee is
authorized to act as sole trustee under the indentures qualified or
to be qualified under the Act.
Not applicable (trustee is not a foreign trustee).
Item 16. List of exhibits.
List below all exhibits filed as part of this statement of eligibility.
Exhibit T-1-1 - Articles of Association of the trustee, as presently in
effect.
Exhibit T-1-2 - Copy of Certificate of the Authority of the Trustee to
Commence Business, filed as Exhibit 2 to Trustee's
Statement of Eligibility and Qualification,
Registration No. 2-58789 and incorporated herein by
reference.
Exhibit T-1-3 - Copy of Certificate as to Authority of the Trustee to
Exercise Trust Powers, filed as Exhibit 3 to Trustee's
Statement of Eligibility and Qualification,
Registration No. 2-58789, and incorporated herein by
reference.
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Exhibit T-1-4 - The By-Laws of the trustee, filed as Exhibit 4 to
Trustee's Statement of Eligibility and Qualification,
Registration No. 333-28711 and incorporated herein by
reference.
Exhibit T-1-5 - The consent of the trustee required by Section 321(b)
of the Act.
Exhibit T-1-6 - The copy of the Balance Sheet taken from the latest
Report of Condition of the trustee published in
response to call made by Comptroller of the Currency
under Section 5211 U.S. Revised Statutes.
NOTE
The answers to this statement, insofar as such answers relate to (a) what
persons have been underwriters for any securities of the obligor within three
years prior to the date of filing this statement, or are owners of 10% or more
of the voting securities of the obligor, or are affiliates or directors or
executive officers of the obligor, and (b) the voting securities of the trustee
owned beneficially by the obligor and each director and executive officer of the
obligor, are based upon information furnished to the trustee by the obligor and
also, in the case of (b) above, upon an examination of the trustee's records.
While the trustee has no reason to doubt the accuracy of any such information
furnished by the obligor, it cannot accept any responsibility therefor.
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Signature appears on next page
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, PNC Bank, National Association, a corporation 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 Pittsburgh and Commonwealth of Pennsylvania on
January 20, 1998.
PNC BANK, NATIONAL ASSOCIATION
(Trustee)
By /s/ Allan K. Poust
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Allan K. Poust
Vice President
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EXHIBIT T-1-1
ARTICLES OF ASSOCIATION
PNC BANK, NATIONAL ASSOCIATION
(Amended and Restated as of September 15, 1997)
FIRST: The title of this Association shall be "PNC Bank, National
Association."
SECOND: The main office of the Association shall be in the City of
Pittsburgh, Allegheny County, Pennsylvania. The general business of the
Association shall be conducted at its main office and its branches.
THIRD: The Board of Directors of the Association shall consist of not
fewer than five (5) nor more than twenty-five (25) persons, the exact number of
Directors within such minimum and maximum limits to be fixed and determined from
time to time by a resolution of a majority of the full Board of Directors or by
resolution of the shareholders at any annual or special meeting thereof. Each
Director shall own such minimum qualifying equity interest in the ultimate
parent bank holding company of the Association as shall be required from time to
time by applicable law or regulation. Unless otherwise provided by the laws of
the United States, any vacancy in the Board of Directors for any reason,
including an increase in the number thereof, may be filled by action of the
Board of Directors, within the limits then specified by law.
A majority of the Board of Directors then in office shall be necessary to
constitute a quorum for the transaction of business at any meeting of the Board.
FOURTH: The annual meeting of the shareholders for the election of
Directors and the transaction of whatever other business may be brought before
said meeting shall be held at the main office or such other place as the Board
of Directors may designate, on the day of each year specified therefor in the
By-Laws, but if no election is held on that day, it may be held on any
subsequent day according to the provisions of law; and all elections shall be
held according to such lawful regulations as may be prescribed by the Board of
Directors. Any action which may be taken at a meeting of the shareholders of
the Association may be taken without a meeting if a consent in writing setting
forth the action so taken is signed by all the shareholders who would be
entitled to vote at a meeting for such purpose.
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Terms of Directors, including Directors selected to fill vacancies, shall
expire at the regular meeting of shareholders at which Directors are elected,
unless a Director resigns or is removed from office prior to the date of such
meeting.
Despite the expiration of a Director's term, the Director shall continue to
serve until his or her successor is elected and qualifies or until there is a
decrease in the number of Directors and his or her position is eliminated.
A Director may resign at any time by delivering written notice to the Board
of Directors, its Chairman, or to the Association's Secretary, which resignation
shall be effective when the notice is delivered unless the notice specifies a
later effective date.
FIFTH: The amount of the authorized capital stock of the Association shall
be Two Hundred Eighteen Million Nine Hundred Eighteen Thousand, Five Hundred and
Seventy Dollars ($218,918,570), divided into 6,735,956 shares of common stock of
the par value of Thirty-Two Dollars and Fifty Cents ($32.50) each, but said
capital stock may be increased or decreased from time to time in accordance with
the provisions of the laws of the United States.
No holder of shares of the capital stock of any class of the Association
shall have any preemptive or preferential right of subscription to any shares of
any class of stock of the Association, whether now or hereafter authorized, or
to any obligations convertible into stock of the Association, issued or sold,
nor any right of subscription to any thereof other than such, if any, as the
Board of Directors, in its discretion, may from time to time determine and at
such price as the Board of Directors may from time to time fix.
The Association, at any time and from time to time, may authorize and issue
debt obligations, whether or not subordinated, without the approval of the
shareholders.
SIXTH: The Board of Directors shall appoint one of its members President of
the Association who shall be Chairman of the Board; but the Board of Directors
may appoint a Director, in lieu of the President, to be Chairman of the Board,
who shall perform such duties as may be designated by the Board of Directors.
The Board of Directors shall have the power to appoint one or more Vice
Presidents of various ranks; to appoint a Cashier, a Secretary, and such other
officers and employees
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as may be required or deemed advisable to transact the business of the
Association; to fix the salaries to be paid such officers and employees; to
dismiss at its pleasure such officers and employees and to appoint others to
take their place.
The business and affairs of the Association shall be managed by or under
the direction of the Board of Directors. The Board of Directors shall have the
power to define the duties of officers and employees of the Association and to
require adequate bonds from them for the faithful performance of their duties;
to make all By-Laws and adopt all resolutions that may be lawful for the general
regulation of the business of the Association and the management of its affairs,
including but not limited to, the manner of election or appointment of
Directors, officers, or employees and the appointment of judges of election, and
generally to do and perform all acts that may be lawful for a Board of Directors
to do and perform. Notwithstanding any provision of this or any other Article,
the Board of Directors may delegate to the management of the Association such
authorities and powers as the Board of Directors deems advisable from time to
time, to the fullest extent permitted by applicable laws, regulations, and safe
and sound banking practices.
SEVENTH: (a) Subject to any prohibitions or limitations set forth in
sections (b) and (g) of this Article or the Association's By-Laws, the
Association may indemnify or reimburse any Director, officer, or employee for,
or advance amounts in payment of, any expenses actually and reasonably incurred
in any threatened, pending or completed action or proceeding, whether civil,
criminal, administrative, or investigative, to which such individual was or is a
party or a potential party by reason of his or her performance of official
duties on behalf of or at the request of the Association. Such duties shall
specifically include, but not be limited to, service performed at the request of
the Association as a representative of a domestic or foreign corporation for
profit or not-for-profit, partnership, joint venture, trust or other enterprise.
For purposes of this Article, "expenses" shall include, but not be limited to,
attorneys' fees and costs, judgments, fines, taxes, penalties, and amounts paid
or to be paid in settlement.
(b) Notwithstanding any provision of this Article or the
Association's By-Laws, the following prohibitions and limitations shall apply:
(i) No indemnification
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shall be made in any case where the act or failure to act giving rise to the
claim for indemnification is determined by a court of competent jurisdiction to
have constituted willful misconduct or recklessness; (ii) No indemnification
shall be made for any expenses incurred in an administrative proceeding or civil
action instituted by a federal banking agency which proceeding or action results
in a final order or settlement pursuant to which the Director, officer or
employee is assessed a civil money penalty; removed from office or prohibited
from participating in the conduct of the Association's affairs; or is required
to cease and desist from or take any affirmative action described in Section
8(b) of the Federal Deposit Insurance Act with respect to the Association; (iii)
The Association may advance expenses to a Director, officer or employee in
connection with an action or proceeding under 12 U.S.C. (S)(S)164 or 1818 only
if the Board of Directors has first made such determinations and findings and
otherwise satisfied such procedural requirements, if any, as may be specified by
rule, regulation, advice, or guidance issued by a federal banking agency having
jurisdiction over the Association; (iv) Any advance of expenses must be subject
to a written and legally binding agreement which specifies, at a minimum, that
reimbursement to the Association of expenses advanced (including expenses
already paid) shall be required if and to the extent that: (a) the expenses are
not covered by any insurance policy or fidelity bond purchased by the
Association or its holding company; (b) the Board of Directors finds that the
Director, officer, or employee willfully misrepresented factors relevant to the
Board's decision to advance expenses; or (c) for any other reason the expenses
advanced subsequently become prohibited indemnification payments, as defined in
12 C.F.R. (S)359.1(1); and (v) No indemnification shall be made with respect to
amounts provided for by any compromise settlement unless such settlement shall
have been approved by a court of competent jurisdiction, or the holders of
record of a majority of the outstanding shares of the Association, or the Board
of Directors, acting by vote of Directors not parties to the same or
substantially the same action, or proceeding, constituting a majority of the
whole number of Directors.
(c) The Association may provide for the payment of reasonable
premiums for insurance policies or fidelity bonds covering the payment of
expenses and the liabilities of its Directors, officers, and employees, provided
that no such insurance or fidelity bond coverage
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may be purchased for a final order assessing any judgment or civil money penalty
against such individuals in an administrative proceeding or civil action
commenced by a federal banking agency.
(d) Any amendment or repeal of this Article, or the adoption of any
other provision of the Articles of Association or By-Laws which has the effect
of increasing the liability of the Association's Directors, officers, and
employees shall operate prospectively only and shall not affect any action
taken, or any failure to act, prior to the adoption of such amendment, repeal or
other provisions.
(e) The Board of Directors may adopt By-Law provisions consistent
with this Article and may limit the classes of individuals to whom this Article
shall apply. In the event of any inconsistency or conflict between this Article
and such By-Law provisions, this Article shall control; provided, that a By-Law
provision limiting the classes of individuals to whom this Article shall apply
shall not be deemed to be such an inconsistency or conflict.
(f) The rights of indemnification or reimbursement provided for in
this Article shall not be exclusive of other rights, if any, to which such
Directors, officers, or employees, or their personal representatives, may be
entitled as a matter of Pennsylvania law.
(g) Notwithstanding any other provision of this Article or the
Association's By-Laws, the Association shall not make or agree to make any
prohibited indemnification payment, as defined in 12 C.F.R. (S)359.1(1).
EIGHTH: The Board of Directors shall have the power, without the
approval of the shareholders, to change the location of the main office to any
other place within the limits of the City of Pittsburgh, Allegheny County,
Pennsylvania, and to establish or change the location of any branch or branches
of the Association subject to the approval of the Comptroller of the Currency.
NINTH: The corporate existence of the Association shall continue until
terminated in accordance with the laws of the United States.
TENTH: The Board of Directors of the Association, or any three (3) or
more shareholders owning, in the aggregate, not less than ten (10%) percent of
the stock of the Association, may call a special meeting of the shareholders at
any time. Unless otherwise provided by the laws of the United
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States or duly waived, a notice of the time, place, and purpose of every annual
and every special meeting of the shareholders shall be given by first-class
mail, postage prepaid, mailed at least ten (10) days prior to the date of such
meeting to each shareholder of record at his address as shown upon the books of
the Association.
ELEVENTH: These Articles of Association may be amended at any regular or
special meeting of the shareholders by the affirmative vote of the holders of a
majority of the stock of this Association, unless the vote of the holders of a
greater amount of stock is required by law, and in that case by the vote of the
holders of such greater amount.
TWELFTH: Honorary or advisory directors, without voting power or power
of final decision in matters concerning the business of the Association, may be
appointed by resolution of a majority of the full Board of Directors, or by
resolution of shareholders at any annual or special meeting. Honorary or
advisory directors shall not be counted to determine the number of Directors of
the Association or the presence of a quorum in connection with any Board action
and shall not be required to own a qualifying equity interest. Honorary or
advisory directors may be appointed to one or more advisory boards of directors
of the Association, to serve upon such terms and conditions as may be specified
by the Board of Directors, or the Association's By-Laws.
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EXHIBIT T-1-5
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, as amended by the Trust Indenture Reform Act of 1990, in connection
with the proposed issuance by Mirage Resorts, Incorporated, of its Debt
Securities, we hereby consent that reports of examination by Federal, State,
Territorial, or District authorities may be furnished by such authorities to the
Securities and Exchange Commission upon request therefor.
PNC BANK, NATIONAL ASSOCIATION
(Trustee)
By: /s/ Allan K. Poust
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Allan K. Poust
Vice President
Dated: January 20, 1998
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EXHIBIT T-1-6
SCHEDULE RC - BALANCE SHEET
FROM
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of
PNC BANK, NATIONAL ASSOCIATION
of PITTSBURGH in the state of PENNSYLVANIA
at the close of business on
September 30, 1997
filed in response to call made by
Comptroller of the Currency,
under title 12, United States Code, Section 161
Charter Number 540
Comptroller of the Currency Northeastern District
BALANCE SHEET
<TABLE>
<CAPTION>
Thousands
of Dollars
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ASSETS
<S> <C> <C>
Cash and balances due from depository institutions
Noninterest-bearing balances and currency and coin............................. $ 3,291,380
Interest-Bearing Balances...................................................... 122,778
Securities
Held-to-maturity securities.................................................... 0
Available-for-sale securities.................................................. 5,669,736
Federal funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBFs:
Federal funds sold and
Securities purchased under agreements to resell................................ 869,038
Loans and lease financing receivables:
Loans and leases, net of unearned income $44,571,048
LESS: Allowance for loan and lease losses 812,830
LESS: Allocated transfer risk reserve 0
Loans and leases, net of unearned income,
allowance and reserve........................................................ 43,758,218
Trading assets.................................................................. 134,154
Premises and fixed assets (including capitalized leases)........................ 716,561
Other real estate owned......................................................... 50,869
Investments in unconsolidated subsidiaries and
associated companies........................................................... 3,679
Customers' liability to this bank on acceptances
outstanding.................................................................... 50,248
Intangible assets............................................................... 1,575,419
Other assets.................................................................... 1,406,879
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Total Assets................................................................... $57,648,959
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LIABILITIES
<TABLE>
<CAPTION>
Deposits:
<S> <C>
In domestic offices....................................................... $34,197,693
Noninterest-bearing $ 8,472,726
Interest-bearing 25,724,967
In foreign offices, Edge and Agreement subsidiaries,
and IBFs................................................................ 1,544,664
Noninterest-bearing $ 6,571
Interest-bearing 1,538,093
Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of its
Edge and Agreement subsidiaries, and in IBFs:
Federal funds purchased and
Securities sold under agreements to repurchase.......................... 2,156,756
Demand notes issued to U.S. Treasury....................................... 799,995
Trading Liabilities........................................................ 155,047
Other borrowed money
With original maturity of one year or less................................ 10,085,030
With original maturity of more than one year through three years.......... 882,274
With original maturity of more than one year.............................. 1,169,398
Bank's liability on acceptances executed and outstanding................... 50,248
Subordinated notes and debentures.......................................... 645,953
Other liabilities.......................................................... 1,080,158
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Total liabilities.......................................................... 52,767,216
<CAPTION>
EQUITY CAPITAL
<S> <C>
Perpetual preferred stock and related surplus............................... 0
Common Stock................................................................ 218,919
Surplus..................................................................... 1,933,735
Undivided profits and capital reserves...................................... 2,760,127
Net unrealized holding gains (losses) on
available-for-sale securities.............................................. (31,038)
Cumulative foreign currency translation adjustments......................... 0
Total equity capital........................................................ 4,881,743
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Total liabilities and equity capital........................................ $57,648,959
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</TABLE>
