Exhibit 25.2
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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
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Check if an application to determine eligibility of A trustee
pursuant to Section 305(b)(2) X
LASALLE BANK NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
36-0884183
(I.R.S. Employer
Identification No.)
135 South LaSalle Street, Chicago, Illinois 60603
(Address of principal executive offices) (Zip Code)
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Willie J. Miller, Jr.
Group Senior Vice President
Chief Legal Officer and Secretary
Telephone: (312) 904-2018
135 South LaSalle Street, Suite 925
Chicago, Illinois 60603
(Name, address and telephone number of agent for service)
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MSDW Structured Asset Corp.
(Exact Name of Obligor as Specified in its charter)
Delaware 13-4026700
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1585 Broadway
New York, New York 10036
(Address of principal executive offices) (Zip Code)
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SATURNS IBM Debenture Backed Series 2001-1
(Title of the indenture 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.
1. Comptroller of the Currency, Washington D.C.
2. Federal Deposit Insurance Corporation, Washington, D.C.
3. The Board of Governors of the Federal Reserve Systems, 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.
Not Applicable
*Pursuant to General Instruction B, the trustee has responded only to items 1, 2
and 16 of this form since to the best knowledge of the trustee the obligor is
not in default under any indenture under which the trustee is a trustee.
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as part of this statement of eligibility and
qualification.
1. A copy of the Articles of Association of LaSalle Bank National Association
now in effect. (incorporated herein by reference to Exhibit 1 filed with Form
T-1 filed with the Current Report on Form 8-K, dated June 29, 2000, in File No.
333-61691).
2. A copy of the certificate of authority to commence business (incorporated
herein by reference to Exhibit 2 filed with Form T-1 filed with the Current
Report on Form 8-K, dated June 29, 2000, in File No. 333-61691).
3. A copy of the authorization to exercise corporate trust powers (incorporated
herein by reference to Exhibit 3 filed with Form T-1 filed with the Current
Report on Form 8-K, dated June 29, 2000, in File No. 333-61691).
4. A copy of the existing By-Laws of LaSalle Bank National Association
(incorporated herein by reference to Exhibit 4 filed with Form T-1 filed with
the Current Report on Form 8-K, dated June 29, 2000, in File No. 333-61691).
5. Not applicable.
6. The consent of the trustee required by Section 321(b) of the Trust Indenture
Act of 1939 (incorporated herein by reference to Exhibit 6 filed with Form T-1
filed with the Current Report on Form 8-K, dated June 29, 2000, in File No.
333-61691).
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.
8. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
LaSalle 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 Chicago, State of Illinois, on the 24th day of
April, 2001.
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ Brian Ames
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Name: Brian Ames
Title: Vice President
STATEMENT OF CONDITION OF TRUSTEE
LASALLE BANK NATIONAL ASSOCIATION
LaSalle Bank N.A. Call Date: 12/31/2000 ST-BK: 17-1520 FFIEC 031
135 South LaSalle Street Page RC-1
Chicago, IL 60603 Vendor ID: D CERT: 15407 11
Transit Number: 71000505
Consolidated Report of Condition for Insured Commercial and
State-Chartered Savings Banks for December 31 , 2000
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
Dollar Amounts in Thousands
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ASSETS
1. Cash and balances due from depository institutions (from Schedule RC-A): RCFD
a. Noninterest-bearing balances and currency and coin (1) 0081 1,440,053 1.a
b. Interest-bearing balances (2) 0071 17,034 1.b
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) 1754 694,913 2.a
b. Available-for-sale securities (from Schedule RC-B, column D) 1773 12,323,062 2.b
3. Federal funds sold and securities purchased under agreements to resell 1350 220,788 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income RCFD
(from Schedule RC-C) 2122 31,691,102 4.a
b. LESS: Allowance for loan and lease losses 3123 443,137 4.b
c. LESS: Allocated transfer risk reserve 3128 0 4.c
d. Loans and leases, net of unearned income,
allowance, and reserve (item 4.a minus 4.b and 4.c) 2125 31,247,965 4.d
5. Trading assets (from Schedule RC-D) 3545 262,014 5.
6. Premises and fixed assets (including capitalized leases) 2145 279,087 6.
7. Other real estate owned (from Schedule RC-M) 2150 3,780 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 13,076 9.
10. Intangible assets (from Schedule RC-M) 2143 677,878 10.
11. Other assets (from Schedule RC-F) 2160 1,673,187 11.
12. Total assets (sum of items 1 through 11) 2170 48,852,837 12.
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(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
LaSalle Bank N.A. Call Date: 12/31/2000 ST-BK: 17-1520 FFIEC 031
135 South LaSalle Street Page RC- 2
Chicago, IL 60603 Vendor ID: D CERT: 15407 12
Transit Number: 71000505
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, part I) 2200 27,740,880 13.a
RCON
(1) Noninterest-bearing (1) 6631 2,038,152 13.a.1
(2) Interest-bearing 6636 25,702,728 13.a.2
RCFN
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from
Schedule RC-E, part II) 2200 4,404,467 13.b
RCFN
(1) Noninterest-bearing 6631 0 13.b.1
(2) Interest-bearing 6636 4,404,467 13.b.2
RCFD
14. Federal funds purchased and securities sold under agreements to repurchase 2800 3,943,015 14.
RCON
15. a. Demand notes issued to the U.S. Treasury 2840 473,742 15.a
RCFD
b. Trading liabilities (from Schedule RC-D) 3548 54,207 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 5,306,499 16.a
b. With a remaining maturity of more than one year through three years A547 19,396 16.b
c. With a remaining maturity of more than three years A548 1,972,209 16.c
17. Not applicable.
18. Bank's liability on acceptances executed and outstanding 2920 13,076 18.
19. Subordinated notes and debentures (2) 3200 831,000 19.
20. Other liabilities (from Schedule RC-G) 2930 760,921 20.
21. Total liabilities (sum of items 13 through 20) 2948 45,519,412 21.
22. Not applicable.
EQUITY CAPITAL
RCFD
23. Perpetual preferred stock and related surplus 3838 135,410 23.
24. Common stock 3230 41,234 24.
25. Surplus (exclude all surplus related to preferred stock) 3839 1,901,992 25.
26. a. Undivided profits and capital reserves 3632 1,349,110 26.a
b. Net unrealized holding gains (losses) on available-for-sale securities 8434 (94,321) 26.b
c. Accumulated net gains (losses) on cash flow hedges 4336 0 26.c
27. Cumulative foreign currency translation adjustments 3284 0 27.
28. Total equity capital (sum of items 23 through 27) 3210 3,333,425 28.
29. Total liabilities and equity capital (sum of items 21 and 28) 3300 48,852,837 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 best describes
the most comprehensive level of auditing work performed for the bank by independent RCFD Number
external auditors as of any date during 1999 6724 N/A M.1
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by
submits a report on the consolidated holding company (but external auditors
not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in accordance 8 = No external audit work
with generally accepted auditing standards by a certified
public accounting firm (may be required by state charter-
ing authority)
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(1) Includes total demand deposits and noninterest-bearing time and savings deposits.
(2) Includes limited-life preferred stock and related surplus.