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) _________
FIRST TRUST OF NEW YORK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
13-3781471
(I. R. S. Employer
Identification No.)
100 Wall Street, New York, NY 10005
(Address of principal executive offices) (Zip Code)
For information, contact:
Terry L. McRoberts, President
First Trust of New York, National Association
100 Wall Street, 16th Floor
New York, NY 10005
Telephone: (212) 361-2500
J.P. MORGAN & CO. INCORPORATED
(Exact name of obligor as specified in its charter)
Delaware 13-2625764
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
J.P. Morgan & Co. Incorporated
60 Wall Street
New York, New York 10260
(Address of principal executive offices) (Zip Code)
DEBT SECURITIES
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.
Name Address
Comptroller of the Currency Washington, D.C.
(b) Whether it is authorized to exercise corporate trust
powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each
such affiliation.
None.
Item 16. List of Exhibits.
Exhibit 1. Articles of Association of First Trust
of New York, National Association, incorporated
herein by reference to Exhibit 1 of Form T-1,
Registration No. 33-83774.
Exhibit 2. Certificate of Authority to Commence Business
for First Trust of New York, National Association, incorporated
herein by reference to Exhibit 2 of Form T-1,Registration No. 33-83774.
Exhibit 3. Authorization of the Trustee to exercise
corporate trust powers for First Trust of New York, National Association,
incorporated herein by reference to Exhibit 3 of Form T-1,
Registration No. 33-83774.
Exhibit 4. By-Laws of First Trust of New York,
National Association.
Exhibit 5. Not applicable.
Exhibit 6. Consent of First Trust of New York,
National Association, required by Section 321(b) of
the Act, incorporated herein by reference to Exhibit
6 of Form T-1, Registration No. 33-83774.
Exhibit 7. Report of Condition of First Trust of
New York, National Association, as of the close of
business on December 31, 1994, published pursuant to
law or the requirements of its supervising or
examining authority.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act
of 1939, as amended, the trustee, First Trust of New York,
National Association, a national banking association organized
and existing under the laws of the United States, has duly caused
this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of
New York, and State of New York, on the 13th day of March, 1995.
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION
By: /s/ David K. Leverich
David K. Leverich
Vice President
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act
of 1939, as amended, the trustee, First Trust of New York,
National Association, a national banking association organized
and existing under the laws of the United States, has duly caused
this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of
New York, and State of New York, on the 13th day of March, 1995.
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION
By: /s/David K. Leverich
David K. Leverich
Vice President
Exhibit 4
FIRST TRUST OF NEW YORK,
NATIONAL ASSOCIATION
BYLAWS
ARTICLE I
Meetings of Shareholders
Section 1.1. Annual Meeting. The annual meeting of the
shareholders, for the election of directors and the transaction
of other business, shall be held at a time and place as the
Chairman or President may designate. Notice of such meeting shall
be given at least ten days prior to the date thereof, to each
shareholder of the Association. If, for any reason, an election
of directors is not made on the designated day, the election
shall be held on some subsequent day, as soon thereafter as
practicable, with prior notice thereof.
Section 1.2. Special Meetings. Except as otherwise
specially provided by law, special meetings of the shareholders
may be called for any purpose, at any time by a majority of the
board of directors, or by any shareholder or group of
shareholders owning at least ten percent of the outstanding
stock. Every such special meeting, unless otherwise provided by
law, shall be called upon not less than ten days prior notice
stating the purpose of the meeting.
Section 1.3. Nominations for Directors. Nominations for
election to the board of directors may be made by the board of
directors or by any shareholder.
Section 1.4. Proxies. Shareholders may vote at any meeting
of the shareholders by proxies duly authorized in writing.
Proxies shall be valid only for one meeting and any adjournments
of such meeting and shall be filed with the records of the
meeting.
Section 1.5. Quorum. A majority of the outstanding capital
stock, represented in person or by proxy, shall constitute a
quorum at any meeting of shareholders, unless otherwise provided
by law. A majority of the votes cast shall decide every question
or matter submitted to the shareholders at any meeting, unless
otherwise provided by law or by the Articles of Association.
ARTICLE II
Directors
Section 2.1. Board of Directors. The board of directors
(hereinafter referred to as the "board"), shall have power to
manage and administer the business and affairs of the
Association. All authorized corporate powers of the Association
shall be vested in and may be exercised by the board.
Section 2.2. Powers. In addition to the foregoing, the
board of directors shall have and may exercise all of the powers
granted to or conferred upon it by the Articles of Association,
the Bylaws and by law.
Section 2.3. Number. The board shall consist of a number of
members to be fixed and determined from time to time by
resolution of the board or the shareholders at any meeting
thereof, in accordance with the Articles of Association.
Section 2.4. Organization Meeting. The newly elected board
shall meet for the purpose of organizing the new board and
electing and appointing such officers of the Association as may
be appropriate. Such meeting shall be held on the day of the
election or as soon thereafter as practicable, and, in any event,
within thirty days thereafter. If, at the time fixed for such
meeting, there shall not be a quorum present, the directors
present may adjourn the meeting until a quorum is obtained.
Section 2.5. Regular Meetings. The regular meetings of the
board shall be held, without notice, as the Chairman or President
may designate and deem suitable.
Section 2.6. Special Meetings. Special meetings of the
board may be called by the Chairman or the President of the
Association, or at the request of two or more directors. Each
member of the board shall be given notice stating the time and
place of each such meeting.
Section 2.7. Quorum. A majority of the directors shall
constitute a quorum at any meeting, except when otherwise
provided by law; but fewer may adjourn any meeting. Unless
otherwise provided, once a quorum is established, any act by a
majority of those constituting the quorum shall be the act of the
board.
Section 2.8. Vacancies. When any vacancy occurs among the
directors, the remaining members of the board may appoint a
director to fill such vacancy at any regular meeting of the
board, or at a special meeting called for that purpose.
ARTICLE III
Committees
Section 3.1. Advisory Board of Directors. The board may
appoint persons, who need not be directors, to serve as advisory
directors on an advisory board of directors established with
respect to the business affairs of either this Association alone
or the business affairs of a group of affiliated organizations of
which this Association is one. Advisory directors, shall have
such powers and duties as may be determined by the board,
provided, that the board's responsibility for the business and
affairs of this Association shall in no respect be delegated or
diminished.
Section 3.2. Audit Committee. The board shall appoint an
Audit Committee which shall consist of at least two Directors .
If legally permissible, the Board may determine to name itself as
the Audit Committee. The Audit Committee shall direct and review
audits of the Association's fiduciary activities.
The members of the Audit Committee shall be appointed each
year and shall continue to act until their successors are named.
The Audit Committee shall have power to adopt its own rules and
procedures and to do those things which in the judgment of such
Committee are necessary or helpful with respect to the exercise
of its functions or the satisfaction of its responsibilities.
Section 3.3. Executive Committee. The board may appoint an
Executive Committee which shall consist of at least three
directors and which shall have, and may exercise, all the powers
of the board between meetings of the board or otherwise when the
board is not meeting.
Section 3.4. Other Committees. The board may appoint, from
time to time, committees of one or more persons who need not be
directors, for such purposes and with such powers as the board
may determine. In addition, either the Chairman or the President
may appoint, from time to time, committees of one or more
officers, employees, agents or other persons, for such purposes
and with such powers as either the Chairman or the President
deems appropriate and proper.
Whether appointed by the board, the Chairman, or the
President, any such Committee shall at all times be subject to
the direction and control of the board.
Section 3.5. Meetings. Minutes and Rules. An advisory board
of directors and/or committee shall meet as necessary in
consideration of the purpose of the advisory board of directors
or committee, and shall maintain minutes in sufficient detail to
indicate actions taken or recommendations made; unless required
by the members, discussions, votes or other specific details need
not be reported. An advisory board of directors or a committee
may, in consideration of its purpose, adopt its own rules for the
exercise of any of its functions or authority.
ARTICLE IV
Officers and Employees
Section 4.1. Chairman of the Board. The board may appoint
one of its members to be Chairman of the board to serve at the
pleasure of the board. The Chairman shall supervise the carrying
out of the policies adopted or approved by the board; shall have
general executive powers, as well as the specific powers
conferred by these Bylaws; shall also have and may exercise such
powers and duties as from time to time may be conferred upon or
assigned by the board.
Section 4.2. President. The board may appoint one of its
members to be President of the Association. In the absence of the
Chairman, the President shall preside at any meeting of the board
. The President shall have general executive powers, and shall
have and may exercise any and all other powers and duties
pertaining by law, regulation or practice, to the Office of
President, or imposed by these Bylaws. The President shall also
have and may exercise such powers and duties as from time to time
may be conferred or assigned by the Board.
Section 4.3. Vice President. The board may appoint one or
more Vice Presidents who shall have such powers and duties as may
be assigned by the board and to perform the duties of the
President on those occasions when the President is absent,
including presiding at any meeting of the board in the absence of
both the Chairman and President.
Section 4.4. Secretary. The board shall appoint a
Secretary, or other designated officer who shall be Secretary of
the board and of the Association, and shall keep accurate minutes
of all meetings. The Secretary shall attend to the giving of all
notices required by these Bylaws to be given; shall be custodian
of the corporate seal, records, document and papers of the
Association; shall provide for the keeping of proper records of
all transactions of the Association; shall have and may exercise
any and all other powers and duties pertaining by law, regulation
or practice, to the Secretary, or imposed by these Bylaws; and
shall also perform such other duties as may be assigned from time
to time, by the Board .
Section 4.5. Other Officers. The board may appoint, and may
authorize the Chairman or the President to appoint, any officer
as from time to time may appear to the board, the Chairman or the
President to be required or desirable to transact the business of
the Association. Such officers shall exercise such powers and
perform such duties as pertain to their several offices, or as
may be conferred upon or assigned to them by these Bylaws, the
board, the Chairman or the President.
Section 4.6. Tenure of Office. The Chairman or the
President and all other officers shall hold office for the
current year for which the board was elected, unless they shall
resign, become disqualified, or be removed. Any vacancy occurring
in the Office of Chairman or President shall be filled promptly
by the board.
Any officer elected by the board or appointed by the
Chairman or the President may be removed at any time, with or
without cause, by the affirmative vote of a majority of the board
or, if such officer was appointed by the Chairman or the
President, by the Chairman or the President, respectively.
ARTICLE V
Stock
Section 5.1. Shares of stock shall be transferable on the
books of the Association, and a transfer book shall be kept in
which all transfers of stock shall be recorded. Every person
becoming a shareholder by such transfer shall, in proportion to
such person's shares, succeed to all rights of the prior holder
of such shares. Each certificate of stock shall recite on its
face that the stock represented thereby is transferable only upon
the books of the Association properly endorsed.
ARTICLE VI
Corporate Seal
Section 6.1. The Chairman, the President, the Secretary,
any Assistant Secretary or other officer designated by the board,
the Chairman, or the President, shall have authority to affix the
corporate seal to any document requiring such seal, and to attest
the same. Such seal shall be substantially in the following
form:
ARTICLE VII
Miscellaneous Provisions
Section 7.1. Execution of Instruments. All agreements,
checks, drafts, orders, indentures, notes, mortgages, deeds,
conveyances, transfers, endorsements, assignments, certificates,
declarations, receipts, discharges, releases, satisfactions,
settlements, petitions, schedules, accounts, affidavits, bonds,
undertakings, guarantees, proxies and other instruments or
documents may be signed, countersigned, executed, acknowledged,
endorsed, verified, delivered or accepted on behalf of the
Association, whether in a fiduciary capacity or otherwise, by any
officer of the Association, or such employee or agent as may be
designated from time to time by the board by resolution, or by
the Chairman or the President by written instrument, which
resolution or instrument shall be certified as in effect by the
Secretary or an Assistant Secretary of the Association. The
provisions of this section are supplementary to any other
provision of the Articles of Association or Bylaws.
Section 7.2. Records. The Articles of Association, the
Bylaws and the proceedings of all meetings of the shareholders,
the board, and standing committees of the board, shall be
recorded in appropriate minute books provided for the purpose.
The minutes or each meeting shall be signed by the Secretary, or
other officer appointed to act as Secretary of the meeting.
Section 7.3. Trust Files. There shall be maintained in the
Association files all fiduciary records necessary to assure that
its fiduciary responsibilities have been properly undertaken and
discharged.
Section 7.4. Trust Investments. Funds held in a fiduciary
capacity shall be invested according to the instrument
establishing the fiduciary relationship and according to law.
Where such instrument does not specify the character and class of
investments to be made and does not vest in the Association a
discretion in the matter, funds held pursuant to such instrument
shall be invested in investments in which corporate fiduciaries
may invest under law.
Section 7.5. Notice. Whenever notice is required by the
Articles of Association, the Bylaws or law, such notice shall be
by mail, postage prepaid, telegram, in person, or by any other
means by which such notice can reasonably be expected to be
received, using the address of the person to receive such notice,
or such other personal data, as may appear on the records of the
Association. Prior notice shall be proper if given not more than
30 days nor less than 10 days prior to the event for which notice
is given.
ARTICLE VIII
Indemnification
Section 8.1. The association shall indemnify to the full
extent permitted by, and in the manner permissible under, the
Articles of Association and the laws of the United States of
America, as applicable and as amended from time to time, any
person made, or threatened to be made, a party to any action,
suit or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that such person is or was a
director, advisory director, officer or employee of the
Association, or any predecessor of the Association, or served any
other enterprise as a director or officer at the request of the
Association or any predecessor of the Association.
Section 8.2. The board in its discretion may, on behalf of
the Association, indemnify any person, other than a director,
advisory director, officer or employee, made a party to any
action, suit or proceeding by reason of the fact that such person
is or was an agent of the Association or any predecessor of the
Association serving in such capacity at the request of the
Association or any predecessor of the Association.
ARTICLE IX
Bylaws: Interpretation and Amendment
Section 9.1. These Bylaws shall be interpreted in
accordance with and subject to appropriate provisions of law, and
may be amended, altered or repealed, at any regular or special
meeting of the board.
Section 9.2. A copy of the Bylaws, with all amendments,
shall at all times be kept in a convenient place at the main
office of the Association, and shall be open for inspection to
all shareholders during Association hours.
I, Patrick J. Crowley, hereby certify that: (i) I am the
duly constituted secretary of FIRST TRUST OF NEW YORK, NATIONAL
ASSOCIATION (the "Association"), and secretary of its board of
directors, and as such officer am the official custodian of its
records; and (ii) the foregoing bylaws are the bylaws of the
Association, and all of them are now lawfully in force and
effect.
I have hereunto affixed my official signature and the seal
of the Association, in the City of New York, on the 15th day of
December, 1994.
/s / PJ Crowley
Name: Patrick J. Crowley
Title: Secretary
Exhibit 7
First Trust of New York, N. A.
Statement of Financial Condition
As of 12/31/94
($000's)
12/31/94
--------
Assets
Cash and Due From Depository
Institutions $29,673
Federal Reserve Stock 3,150
Fixed Assets 907
Intangible Assets 72,209
Other Assets 2,337
Total Assets $108,276
Liabilities
Other Liabilities 3,476
Total Liabilities 3,476
Equity
Common and Preferred Stock 1,000
Surplus 104,000
Undivided Profits (200)
Total Equity Capital 104,800
Total Liabilities and Equity Capital $108,276
To the best of the undersigned's determination, as of this date
the above financial information is true and correct.
First Trust of New York, N. A.
By: /s/ David K. Leverich
Vice President
Date: March 13, 1995