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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
1 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