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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION 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)
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U.S. TRUST COMPANY OF TEXAS, N.A.
(Exact name of trustee as specified in its charter)
75-2353745
(State of incorporation (I.R.S. employer
if not a national bank) identification no.)
2001 Ross Avenue, Suite 2700 75201-2936
Dallas, Texas (Zip code)
(Address of trustee's
principal executive offices)
Compliance Officer
U.S. Trust Company of Texas, N.A.
2001 Ross Avenue, Suite 2700
Dallas, Texas 75201-2936
(214) 754-1200
(Name, address and telephone number of agent for service)
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Capstar Communications, Inc.
(Exact name of obligor as specified in its charter)
Delaware 13-3649750
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
600 Congress Ave, Suite 1400
Austin, Texas 78701
(Address of principal executive offices) (Zip code)
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12 5/8% Senior Subordinated Exchange Debentures Due 2006
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GENERAL
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.
Federal Reserve Bank of Dallas (11th District), Dallas, Texas
(Board of Governors of the Federal Reserve System)
Federal Deposit Insurance Corporation, Dallas, Texas
The Office of the Comptroller of the Currency, Dallas, Texas
(b) Whether it is authorized to exercise corporate trust powers.
The Trustee is authorized to exercise corporate trust powers.
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.
None.
3. Voting Securities of the Trustee.
Furnish the following information as to each class of voting securities of
the Trustee:
As of October 15, 1999
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Col A. Col B.
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Title of Class Amount Outstanding
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Capital Stock - par value $100 per share 5,000 shares
4. Trusteeships under Other Indentures.
Capstar Broadcasting Partners, Inc. 12.75% Senior Discount Notes due 2009
Capstar Radio Broadcasting Partners, Inc. 9.25% Senior Subordinated Notes
due 2007 Capstar Broadcasting Parnters, Inc. 12 5/8% Senior Subordinated
Exchange Debentures due 2006
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5. Interlocking Directorates and Similar Relationships with the Obligor or
Underwriters.
Not Applicable
6. Voting Securities of the Trustee Owned by the Obligor or its Officials.
Not Applicable
7. Voting Securities of the Trustee Owned by Underwriters or their Officials.
Not Applicable
8. Securities of the Obligor Owned or Held by the Trustee.
Not Applicable
9. Securities of Underwriters Owned or Held by the Trustee.
Not Applicable
10. Ownership or Holdings by the Trustee of Voting Securities of Certain
Affiliates or Security Holders of the Obligor.
Not Applicable
11. Ownership or Holdings by the Trustee of any Securities of a Person Owning
50 Percent or More of the Voting Securities of the Obligor.
Not Applicable
12. Indebtedness of the Obligor to the Trustee.
Not Applicable
13. Defaults by the Obligor.
Not Applicable
14. Affiliations with the Underwriters.
Not Applicable
15. Foreign Trustee.
Not Applicable
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16. List of Exhibits.
T-1.1 - A copy of the Articles of Association of U.S. Trust Company of
Texas, N.A.; incorporated herein by reference to Exhibit T-1.1 filed with
Form T-1 Statement, Registration No. 22-21897.
T-1.2 - A copy of the certificate of authority of U.S. Trust Company of
Texas, N.A. to commence business; incorporated herein by reference to
Exhibit T-1.2 filed with Form T-1 Statement, Registration No. 22-21897.
T-1.3 - A copy of the authorization of U.S. Trust Company of Texas, N.A. to
exercise corporate trust powers; incorporated herein by reference to
Exhibit T-1.3 filed with Form T-1 Statement, Registration No. 22-21897.
T-1.4 - A copy of the By-laws of the U.S. Trust Company of Texas, N.A., as
amended to date; incorporated herein by reference to Exhibit T-1.4 filed
with Form T-1 Statement, Registration No. 22-21897.
T-1.6 - The consent of the Trustee required by Section 321(b) of the Trust
Indenture Act of 1939.
T-1.7 - A copy of the latest report of condition of the Trustee published
pursuant to law or the requirements of its supervising or examining
authority.
NOTE
As of October 15, 1999, the Trustee had 5,000 shares of Capital Stock
outstanding, all of which are owned by U.S. T.L.P.O. Corp. As of October 15,
1999, U.S. T.L.P.O. Corp. had 35 shares of Capital Stock outstanding, all of
which are owned by U.S. Trust Corporation. U.S. Trust Corporation had
outstanding 18,779,563 shares of $1 par value Common Stock as of October 15,
1999.
The term "Trustee" in Items 2, 5, 6, 7, 8, 9, 10 and 11 refers to each of U.S
Trust Company of Texas, N.A., U.S. T.L.P.O. Corp. and U.S. Trust Corporation.
Inasmuch as this Form T-1 is filed prior to the ascertainment by the Trustee of
all the facts on which to base responsive answers to Items 2, 5, 6, 7, 9, 10 and
11, the answers to said Items are based upon incomplete information. Items 2, 5,
6, 7, 9, 10 and 11 may, however, be considered correct unless amended by an
amendment to this Form T-1.
In answering any items in this Statement of Eligibility and Qualification which
relates to matters peculiarly within the knowledge of the obligors or their
directors or officers, or an underwriter for the obligors, the Trustee has
relied upon information furnished to it by the obligors and will rely on
information to be furnished by the obligors or such underwriter, and the Trustee
disclaims responsibility for the accuracy or completeness of such information.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee,
U.S Trust Company of Texas, N.A., a national banking association organized and
existing under the laws of the United States of America, 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 Dallas, and State of
Texas on the 15th day of October, 1999.
U.S. Trust Company of Texas, N.A.,
Trustee
By: /s/ BILL BARBER
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Bill Barber
Vice President
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
T-1.1 - A copy of the Articles of Association of U.S. Trust
Company of Texas, N.A.; incorporated herein by reference to
Exhibit T-1.1 filed with Form T-1 Statement, Registration
No. 22-21897.
T-1.2 - A copy of the certificate of authority of U.S. Trust
Company of Texas, N.A. to commence business; incorporated
herein by reference to Exhibit T-1.2 filed with Form T-1
Statement, Registration No. 22-21897.
T-1.3 - A copy of the authorization of U.S. Trust Company of
Texas, N.A. to exercise corporate trust powers; incorporated
herein by reference to Exhibit T-1.3 filed with Form T-1
Statement, Registration No. 22-21897.
T-1.4 - A copy of the By-laws of the U.S. Trust Company of Texas,
N.A., as amended to date; incorporated herein by reference
to Exhibit T-1.4 filed with Form T-1 Statement, Registration
No. 22-21897.
T-1.6 - The consent of the Trustee required by Section 321(b) of
the Trust Indenture Act of 1939.
T-1.7 - A copy of the latest report of condition of the Trustee
published pursuant to law or the requirements of its
supervising or examining authority.
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EXHIBIT T-1.6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939 as amended in connection with the proposed issue of Capstar Communication,
Inc. Senior Subordinated Exchange Debentures, 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 therefore.
U.S. Trust Company of Texas, N.A.,
Trustee
By: /s/ BILL BARBER
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Bill Barber
Vice President
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EXHIBIT T-1.7
BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM
OMB NUMBER: 7100-003
FEDERAL DEPOSIT INSURANCE CORPORATION
OMB NUMBER: 3064-005
OFFICE OF THE COMPTROLLER OF THE CURRENCY
EXPIRES MARCH 31, 2002
FEDERAL FINANCIAL INSTITUTIONS EXAMINATION COUNCIL
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1
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PLEASE REFER TO PAGE I,
TABLE OF CONTENTS, FOR
THE REQUIRED DISCLOSURE
OF ESTIMATED BURDEN.
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CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR
A BANK WITH DOMESTIC OFFICES ONLY AND TOTAL ASSETS OF
$100 MILLION OR MORE BUT LESS THAN $300 MILLION - FFIEC 033
REPORT AT THE CLOSE OF BUSINESS JUNE 30, 1999 19990630
(RCRI 9999)
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This report is required by law: 12 U.S.C. Section 324 (State This report form is to be filed by banks with domestic offices
member banks); 12 U.S.C. Section 1817 (State nonmember banks); only. Banks with foreign offices (as defined in the instructions)
and 12 U.S.C. Section 161 (National banks). must file FFIEC 031.
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NOTE: The Reports of Condition and Income must be signed The Reports of Condition and Income are to be prepared in
by an authorized officer and the Report of Condition must be Accordance with Federal regulatory authority instructions.
attested to by not less than two directors (trustees) for
State nonmember banks and three directors for State member
and national Banks.
I, Alfred B. Childs, Managing Director We, the undersigned directors (trustees), attest to the
- ------------------------------------------------------------ correctness of the Report of Condition (including the supporting
Name and Title of Officer Authorized to Sign Report schedules) for this report date 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 trust and
correct.
Of the named bank do hereby declare that the Reports of
Condition and Income (including the supporting schedules) for
this report date have been prepared in conformance with the
instructions issued y the appropriate Federal regulatory
authority and are true to the best of my knowledge. /s/ Stuart M. Pearman
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Director (Trustee)
/s/ Alfred B. Childs /s/ J.T. More, Jr.
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Signature of Officer Authorized to Sign Report Director (Trustee)
July 21, 1999 /s/ Peter J. Denker
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Date of Signature Director (Trustee)
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SUBMISSION OF REPORTS
Each bank must prepare its Reports of Condition and Income (if other than EDS) must transmit the bank's computer
either: data file to EDS.
(a) in electronic form and then file the computer data file For electronic filing assistance, contact EDS Call Report
directly with the banking agencies' collection agent, Services, 2150 N. Prospect Ave., Milwaukee, WI 53202,
Electronic Data Systems Corporation (EDS), by modem or on telephone (800) 255-1571.
computer diskette; or
(b) in hard-copy (paper) form and arrange for another party to To fulfill the signature and attestation requirement for
convert the paper report to electronic form. That party the Reports of Condition and Income for this report date,
attach this signature page (or a photocopy or a
computer-generated version of this page) to the hard-copy
record of the completed report that the bank places in
its files.
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FDIC Certificate Number: 33217 U.S. TRUST COMPANY OF TEXAS, N.A.
(RCRI 9050) ---------------------------------------------------------
Legal Title of Bank (TEXT 9010)
DALLAS
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City (TEXT 9130)
TX 75201
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State Abbrev. (TEXT 9200) Zip Code (TEXT 9220)
Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency
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<S> <C> <C> <C>
U.S. TRUST COMPANY OF TEXAS, N.A. Call Date: 06/30/1999 State #: 48-6797 FFIEC 033
2001 ROSS AVENUE, SUITE 2700 Vendor ID: D Cert #: 33217 RC-1
DALLAS, TX 75201 Transit #: 11101765
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CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1999
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
C200<-
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<CAPTION>
Dollar Amounts In Thousands
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<S> <C> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A): RCON
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a. Noninterest-bearing balances and currency and coin (1).................................. 0081 1,344 1.a
b. Interest-bearing balances (2)........................................................... 0071 1,565 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 129,935 2.b
3. Federal funds sold and securities purchased under agreements to resell 1350 10,000 3.
4. Loans and lease financing receivables: RCON
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a. Loans and leases, net of unearned income (from Schedule RC-C)......... 2122 26,398 4.a
b. LESS: Allowance for loan and lease losses............................ 3123 260 4.b
c. LESS: Allocated transfer risk reserve................................ 3128 0 4.c
d. Loans and leases, net of unearned income, allowance, and reserve (item RCON
4.a ----
minus 4.b and 4.c)...................................................................... 2125 26,138 4.d
5. Trading assets.............................................................................. 3545 0 5.
6. Premises and fixed assets (including capitalized leases).................................... 2145 897 6.
7. Other real estate owned (from Schedule RC-M)................................................ 2150 0 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 0 9.
10. Intangible assets (from Schedule RC-M)...................................................... 2143 1,917 10.
11. Other assets (from Schedule RC-F)........................................................... 2160 3,195 11.
12. Total assets (sum of items 1 through 11).................................................... 2170 174,991 12.
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
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<TABLE>
<S> <C> <C> <C>
U.S. TRUST COMPANY OF TEXAS, N.A. Call Date: 06/30/1999 State #: 48-6797 FFIEC 033
2001 ROSS AVENUE, SUITE 2700 Vendor ID: D Cert #: 33217 RC-1
DALLAS, TX 75201 Transit #: 11101765
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SCHEDULE RC - CONTINUED
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<CAPTION>
Dollar Amounts In Thousands
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<S> <C> <C> <C> <C> <C>
LIABILITES
13. Deposits: RCON
----
a. In domestic offices (sum of totals of columns A and C From Schedule RC-E) RCON 2200 151,940 13.a
----
(1) Noninterest-bearing (1)............................................. 6631 15,512 13.a.1
(2) Interest-bearing.................................................... 6636 136,428 13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs
(1) Noninterest-bearing.................................................
(2) Interest-bearing.................................................... RCON
----
14. Federal funds purchased and securities sold under agreements to repurchase................... 2800 0 14
15. a. Demand notes issued to the U.S. Treasury................................................. 2840 0 15.a
b. Trading liabilities...................................................................... 3548 0 15.b
16. Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
a. With a remaining maturity of one year or less.......................................... 2332 0 16.a
b. With a remaining maturity of more than one year through three years.................... A547 2,000 16.b
c. With a remaining maturity of more than three years..................................... A548 1,000 16.c
17. Not applicable
18. Bank's liability on acceptances executed and outstanding..................................... 2920 0 18
19. Subordinated notes and debentures (2)........................................................ 3200 0 19
20. Other liabilities (from Schedule RC-G)....................................................... 2930 2,275 20
21. Total liabilities (sum of items 13 through 20)............................................... 2948 157,215 21
22. Not applicable
EQUITY CAPITAL RCON
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23. Perpetual preferred stock and related surplus................................................ 3838 4,000 23
24. Common stock................................................................................. 3230 500 24
25. Surplus (exclude all surplus related to preferred stock)..................................... 3839 8,384 25
26. a. Undivided profits and capital reserves................................................... 3632 5,382 26.a
b. Net unrealized holding gains (losses) on available-for-sale securities................... 8434 (490) 26.b
c. ACCUMULATED NET GAINS (LOSSES ON CASH FLOW HEDGES)....................................... 4336 0 26.c
27. Cumulative foreign currency translation adjustments...........................................
28. Total equity capital (sum of items 23 through 27)............................................ 3210 17,776 28
29. Total liabilities and equity capital (sum of items 21 and 28)................................ 3300 174,991 29
MEMORANDUM
TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION.
1. Indicate in the at the right, the number of the statement below that best
describes the most comprehensive level of auditing work performed for the NUMBER
bank by independent external auditors as of any date during ------
1998............................................................................ 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 = 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)
4 = Directors' examination of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors 6 =
Compilation of the bank's financial statements by external auditors 7 =
Other audit procedures (excluding tax preparation work)
8 = 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.
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