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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
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)______
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CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
74-0800980
(I.R.S. Employer
Identification No.)
712 Main Street
Houston, Texas 77002
(Address of principal (Zip Code)
executive offices)
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MSDW STRUCTURED ASSET CORP.
(Exact name of obligor as specified in its charter)
Delaware Applied For
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1585 Broadway
New York, New York 10036
(Address of principal (Zip Code)
executive offices)
Structured Asset Trust Units Repackagings
(Title of the indenture securities)
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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 Deposit Insurance Corporation,
Washington, D.C.
Board of Governors of The Federal Reserve System,
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.
The obligor is not an affiliate of the trustee.
(See Note on Page 5.)
Item 3. Voting securities of the trustee.
Furnish the following information as to each class of
voting securities of the trustee:
Col. A Col. B
Title of Class Amount outstanding
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Not applicable by virtue of Form T-1 General Instruction
B and response to Item 13.
Item 4. Trusteeships under other indentures.
If the trustee is a trustee under another indenture
under which any other securities, or certificates of interest or
participation in any other securities, of the obligor are
outstanding, furnish the following information:
(a) Title of the securities outstanding under each such
other indenture.
Not applicable by virtue of Form T-1 General Instruction
B and response to Item 13.
(b) A brief statement of the facts relied upon as a
basis for the claim that no conflicting interest within the
meaning of Section 310(b)(1) of the Act arises as a result of the
trusteeship under any such other indenture, including a statement
as to how the indenture securities will rank as compared with the
securities issued under such other indenture.
Not applicable by virtue of Form T-1 General Instruction
B and response to Item 13.
Item 5. Interlocking directorates and similar relationships with
the obligor or underwriters.
If the trustee or any of the directors or executive
officers of the trustee is a director, officer, partner,
employee, appointee or representative of the obligor or of any
underwriter for the obligor, identify each such person having any
such connection and state the nature of each such connection.
Not applicable by virtue of Form T-1 General Instruction
B and response to Item 13.
Item 6. Voting securities of the trustee owned by the obligor or
its officials.
Furnish the following information as to the voting
securities of the trustee owned beneficially by the obligor and
each director, partner and executive officer of the obligor.
Col. A Col. B Col. C Col. D
Percentage of
voting securities
represented by
Amount owned amount given
Name of owner Title of class beneficially in Col. C
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Not applicable by virtue of Form T-1 General Instruction
B and response to Item 13.
Item 7. Voting securities of the trustee owned by underwriters
or their officials.
Furnish the following information as to the voting
securities of the trustee owned beneficially by each underwriter
for the obligor and each director, partner and executive officer
of each such underwriter.
Col. A Col. B Col. C Col. D
Percentage of
voting securities
represented by
Amount owned amount given
Name of owner Title of class beneficially in Col. C
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Not applicable by virtue of Form T-1 General Instruction
B and response to Item 13.
Item 8. Securities of the obligor owned or held by the trustee.
Furnish the following information as to securities of
the obligor owned beneficially or held as collateral security for
obligations in default by the trustee.
Col. A Col. B Col. C Col. D
Amount owned
beneficially
or held Percent of
Whether the as collateral class
are voting security represented by
or nonvoting for obligations amount given
Title of class securities in default in Col. C
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Not applicable by virtue of Form T-1 General Instruction
B and response to Item 13.
Item 9. Securities of underwriters owned or held by the trustee.
If the trustee owns beneficially or holds as collateral
security for obligations in default any securities of an
underwriter for the obligor, furnish the following information as
to each class of securities of such underwriter any of which are
so owned or held by the trustee.
Col. A Col. B Col. C Col. D
Amount owned
beneficially
or held Percent of
as collateral class repre-
Name of security for sented by
issuer and Amount obligations in amount given
title of class outstanding default by trustee in Col. C
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Not applicable by virtue of Form T-1 General Instruction
B and response to Item 13.
Item 10. Ownership or holdings by the trustee of voting
securities of certain affiliates or security holders of
the obligor.
If the trustee owns beneficially or holds as collateral
security for obligations in default voting securities of a person
who, to the knowledge of the trustee (1) owns 10 percent or more
of the voting securities of the obligor or (2) is an affiliate,
other than a subsidiary, of the obligor, furnish the following
information as to the voting securities of such person:
Col. A Col. B Col. C Col. D
Amount owned
beneficially
or held Percent of
as collateral class repre-
Name of security for sented by
issuer and Amount obligations in amount given
title of class outstanding default by trustee in Col. C
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Not applicable by virtue of Form T-1 General Instruction
B and response to Item 13.
Item 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.
If the trustee owns beneficially or holds as collateral
security for obligations in default any securities of a person
who, to the knowledge of the trustee, owns 50 percent or more of
the voting securities of the obligor, furnish the following
information as to each class of securities of such person any of
which are so owned or held by the trustee.
Col. A Col. B Col. C Col. D
Amount owned
beneficially
or held Percent of
as collateral class repre-
Name of security for sented by
issuer and Amount obligations in amount given
title of class outstanding default by trustee in Col. C
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Not applicable by virtue of Form T-1 General Instruction
B and response to Item 13.
Item 12. Indebtedness of the obligor to the trustee.
Except as noted in the instructions, if the obligor is
indebted to the trustee, furnish the following information:
Col. A Col. B Col. C
Nature of Amount
Indebtedness Outstanding Date Due
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Not applicable by virtue of Form T-1 General Instruction
B and response to Item 13.
Item 13. Defaults by the obligor.
(a) State whether there is or has been a default with
respect to the securities under this indenture. Explain the
nature of any such default.
There is not, nor has there been, a default with respect
to the securities under this indenture. (See Note on Page
5.)
(b) If the trustee is a trustee under another indenture
under which any other securities, or certificates of interest or
participation in any other securities, of the obligor are
outstanding, or is trustee for more than one outstanding series
of securities under the indenture, state whether there has been a
default under any such indenture or series, identify the
indenture or series affected, and explain the nature of any such
default.
There has not been a default under any such indenture or
series. (See Note on Page 5.)
Item 14. Affiliations with the underwriters.
If any underwriter is an affiliate of the trustee,
describe each such affiliation.
Not applicable by virtue of Form T-1 General Instruction
B and response to Item 13.
Item 15. Foreign trustee.
Identify the order or rule pursuant to which the foreign
trustee is authorized to act as sole trustee under indentures
qualified or to be qualified under the Act.
Not applicable.
Item 16. List of exhibits.
List below all exhibits filed as a part of this
statement of eligibility.
M1 -- A copy of the articles of association of the trustee
as now in effect.
#2 -- A copy of the certificate of authority of the
trustee to commence business.
*3 -- A copy of the certificate of authorization of the
trustee to exercise corporate trust powers issued by
the Board of Governors of the Federal Reserve System
under date of January 21, 1948.
R4 -- A copy of the existing by-laws of the trustee.
5 -- Not applicable.
*6 -- The consent of the United States institutional
trustees required by Section 321(b) of the Act.
E7 -- 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.
9 -- Not applicable.
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M Incorporated by reference to exhibit bearing the
same designation and previously filed with the
Securities and Exchange Commission as an exhibit to
the Form S-3 File No. 33-56195.
# Incorporated by reference to exhibit bearing the
same designation and previously filed with the
Securities and Exchange Commission as an exhibit to
the Form S-3 File No. 33-42814.
* Incorporated by reference to exhibit bearing the
same designation and previously filed with the
Securities and Exchange Commission as exhibits to
the Form S-11 File No. 33-25132.
R Incorporated by reference to exhibit bearing the
same designation and previously filed with the
Securities and Exchange Commission as an exhibit to
the Form S-3 File No. 33-65055.
E Incorporated by reference to exhibit bearing the
same designation and previously filed with the
Securities and Exchange Commission as an exhibit to
the Form S-4 File No. 333-6374.
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NOTE
Inasmuch as this Form T-1 is filed prior to the
ascertainment by the trustee of all facts on which to base
responsive answers to Items 2 and 13, the answers to said Items
are based on incomplete information. Such Items may, however, be
considered as correct unless amended by an amendment to this Form
T-1.
SIGNATURE
Pursuant to the requirements of the Trust Indenture
Act of 1939 the trustee, Chase Bank of Texas, National
Association, a national banking association 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
Houston and State of Texas, on the ___ day of September, 1998.
CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION
By:
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Bruce C. Boyd
Vice President
SIGNATURE
Pursuant to the requirements of the Trust Indenture
Act of 1939 the trustee, Texas Commerce Bank National
Association, a national banking association 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
Houston and State of Texas, on the 1st day of August, 1997.
TEXAS COMMERCE BANK
NATIONAL ASSOCIATION
By: /s/ Bruce C. Boyd
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Bruce C. Boyd
Vice President