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EXHIBIT 25.2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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U.S. TRUST COMPANY OF TEXAS, N.A.
(Exact name of trustee as specified in its charter)
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(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
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▇▇▇▇▇▇, ▇▇▇▇▇ (Zip Code)
(Address of trustee's
principal executive offices)
Compliance Officer
U.S. Trust Company of Texas, N.A.
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(▇▇▇) ▇▇▇-▇▇▇▇
(Name, address and telephone number of agent for service)
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Horseshoe Gaming, L.L. C.
(Exact name of obligor as specified in its charter)
Delaware ▇▇-▇▇▇▇▇▇▇
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
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▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
(Address of principal executive offices) (Zip Code)
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9 3/8% Senior Subordinated Notes
(Due 2007)
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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 July 31, 1997
Col A. Col B.
Title of Class Amount Outstanding
Capital Stock - par value $100 per share 5,000 shares
4. Trusteeships under Other Indentures.
Not Applicable
5. Interlocking Directorates and Similar Relationships with the Obligor or
Underwriters.
Not Applicable
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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
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.
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16. (con't.)
T-1.2 - A copy of the certificate of authority of the Trustee 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 the Trustee 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-1.5 - The consent of the Trustee required by Section 321(b) of the
Trust Indenture Act of 1939.
T-1.6 - 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 July 31, 1997 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 April 18, 1997 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 19,296,927 shares of
$1 par value Common Stock as of July 31, 1997.
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 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
31st day of July, 1997.
U.S. Trust Company of Texas, N.A.,
Trustee
By: /s/ [SIG]
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Authorized Officer
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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, 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.
U.S. Trust Company of Texas, N.A.
By: /s/ [SIG]
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Authorized Officer
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U.S. Trust Company of Texas, N.A. Call Date: 06/30/97 State #: 6797 FFIEC 034
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇: D Cert #: 33217 RC-1
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Transit #: 11101785 ---------
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CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 1997
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.
Dollar Amounts in Thousands C100<
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ASSETS
1. Cash and balances due from depository institutions: RCON
a. Noninterest-bearing balances and currency and coin (1,2).................................. 0081 996 1.a
b. Interest-bearing balances (3)............................................................. 0071 679 1.b
2. Securities:
a. Held-to-maturity (from Schedule RC-B, column A)........................................... 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D).............................. 1773 96,249 2.b
3. Federal funds sold(4) and securities purchased under agreements to resell.................... 1350 7,000 3
4. Loans and lease financing receivables: RCON
a. Loans and leases, net of unearned income (from Schedule RC-C)...... 2122 43,923 4.a
b. LESS: Allowance for loan and lease losses.......................... 3123 531 4.b
c. LESS: Allocated transfer risk reserve.............................. 3128 0 4.c
d. Loans and leases, net of unearned income, allowance, RCON
and reserve (Item 4.a minus 4.b and 4.c).................................................. 2125 43,392 4.d
5. Trading assets............................................................................... 3545 0 5.
6. Premises and fixed assets (including capitalized leases)..................................... 2145 725 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 0 10.
11. Other assets (from Schedule RC-F)............................................................ 2160 1,539 11.
12. a. Total assets (sum of Items 1 through 11).................................................. 2170 160,580 12.a
b. Losses deferred pursuant to 12 U.S.C. 1823(l)............................................. 0906 0 12.b
c. Total assets and losses deferred pursuant to 12 U.S.C. 1823(l) (sum of
Items 12.a and 12.b)...................................................................... 0907 150,580 12.c
(1) Includes cash items in process of collection and unposted debits.
(2) The amount reported in this item must be greater than or equal to the sum of Schedule RC-M, Items 3.a and 3.b
(3) Includes time certificates of deposit not held for trading.
(4) Report "term federal funds sold" in Schedule RC, Item 4.a, "Loans and Leases, net of unearned income", and in
Schedule RC-C, part 1.
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U.S. Trust Company of Texas, N.A. Call Date: 06/30/97 State #: 6797 FFIEC 034
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇: D Cert #: 33217 RC-2
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Transits: 11101765
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Schedule RC - Continued
Dollar Amounts in Thousands
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LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of RCON
columns A and C from Schedule RC-E) .............................. RCON 2200 116,826 13.a
(1) Noninterest-bearing(1) ....................................... 6631 7,804 13.a.1
(2) Interest-bearing ............................................. 6636 109,022 13.a.2
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs
(1) Noninterest-bearing ................................................
(2) Interest-bearing ................................................... RCON
14. Federal funds purchased(2) 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 5,000 16.a
b. With a remaining maturity of more than one year through
three years ........................................................................ A547 3,000 16.b
c. With a remaining maturity of more than three years ................................. A548 3,000 16.c
17. Not applicable
18. Bank's liability on acceptances executed and outstanding .............................. 2920 0 18.
19. Subordinated notes and debentures(3) .................................................. 3200 0 19.
20. Other liabilities (from Schedule RC-G) ................................................ 2930 1,393 20.
21. Total liabilities (sum of items 13 through 20) ........................................ 2948 129,219 21.
22. Not applicable
EQUITY CAPITAL
RCON
23. Perpetual preferred stock and related surplus ......................................... 3838 7,000 23.
24. Common stock .......................................................................... 3230 500 24.
25. Surplus (exclude all surplus related to preferred stock) .............................. 3639 8,384 25.
26. a. Undivided profits and capital reserves ............................................. 3632 5,404 26.a
b. Net unrealized holding gains (losses) on available-for-sale securities ............. 8434 73 26.b
27. Cumulative foreign currency translation adjustments ...................................
28. a. Total equity capital (sum of items 23 through 27) .................................. 3210 21,361 28.a
b. Losses deferred pursuant to 12 U.S.C. 1823(j) ...................................... 0306 0 28.b
c. Total equity capital and losses deferred pursuant to 12 U.S.C. 1823(j)
(sum of items 28.a and 28.b) ....................................................... 3559 21,361 28.c
29. Total liabilities, equity capital, and losses deferred pursuant to
12 U.S.C. 1823(j) (sum of items 21 and 28.c) .......................................... 2257 160,580 29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that describes
the most comprehensive level of auditing work performed for the bank by RCON Number
independent external auditors as of any date during 1996 ............................. 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 = Director's 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 = Director's 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) Report term federal funds purchased in Schedule RC, item 16, `Other
borrowed money.'
(3) Includes limited-life preferred stock and related surplus.