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SECURITIES ACT OF 1933
FILE NO. 333-31845
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
-
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)
MGM GRAND, INC.
(Exact name of obligor as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
(OTHER GUARANTORS LISTED ON NEXT PAGE)
88-0215232
(I.R.S. Employer Identification No.)
3799 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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ADDITIONAL GUARANTOR REGISTRANTS
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<CAPTION>
(Exact name of registrant as specified in its charter) (State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
<S> <C> <C>
MGM GRAND HOTEL, INC. Nevada 88-0108587
MGM GRAND MOVIEWORLD, INC. Nevada 88-0260416
GRAND LAUNDRY, INC. Nevada 88-0298834
MGM GRAND MONORAIL, INC. Nevada 88-0303364
MGM DIST., INC. Nevada 88-0230514
DESTRON, INC. Nevada 88-0234293
DESTRON MARKETING, INC. Nevada 88-0330790
MGM GRAND MERCHANDISING, INC. Nevada 88-0339740
MGMG TRADING CO. Nevada 88-0373099
MGM GRAND ATLANTIC CITY, INC. New Jersey 88-0354792
FCR BOARDWALK, INC. New Jersey 22-3446263
DANICA, INC. New Jersey 93-1220653
MGM GRAND DEVELOPMENT, INC. Nevada 88-0368826
MGM GRAND DETROIT, INC. Delaware 91-1829051
</TABLE>
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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. For purposes of this Form T-1 the term
"obligor" means MGM Grand, Inc. and all of the other Guarantors listed
above.
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 - Copy of Articles of Association of the trustee, as
presently in effect, filed as Exhibit 1 to Trustee's
Statement of Eligibility and Qualification,
Registration No. 333-43153 and incorporated herein by
reference.
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.
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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.
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.
----------------------------------------
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 21, 1998.
PNC BANK, NATIONAL ASSOCIATION
(Trustee)
/s/ ALLAN K. POUST
By ___________________________________
Allan K. Poust
Vice President
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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 MGM Grand Inc. of its Debt Securities, and the
related guarantees by the Guarantor Registrants, 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)
/s/ ALLAN K. POUST
By ___________________________________
Allan K. Poust
Vice President
Dated: January 21, 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
Thousands
of Dollars
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ASSETS
<TABLE>
<CAPTION>
<S> <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>
<S> <C>
Deposits:
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
EQUITY CAPITAL
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>
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