EXHIBIT 25-d
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FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) [ ]
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
MORGAN STANLEY CAPITAL TRUST III
(Exact name of obligor as specified in its charter)
Delaware 13-7303060
(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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Capital Securities
(Title of the indenture securities)
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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.
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Name Address
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Superintendent of Banks of the 2 Rector Street, New York,
State of New York N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission,
are incorporated herein by reference as an exhibit hereto, pursuant to
Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17
C.F.R. 229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains
the authority to commence business and a grant of powers to
exercise corporate trust powers. (Exhibit 1 to Amendment No. 1
to Form T-1 filed with Registration Statement No. 33-6215,
Exhibits 1a and 1b to Form T-1 filed with Registration Statement
No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration
Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)
7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
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SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, 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 26th day of February, 2002.
THE BANK OF NEW YORK
By: /s/ STACEY POINDEXTER
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Name: STACEY POINDEXTER
Title: ASSISTANT TREASURER
EXHIBIT 7
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Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business September 30,
2001, published in accordance with a made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS In Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin.. $3,238,092
Interest-bearing balances........................... 5,255,952
Securities:
Held-to-maturity securities......................... 127,193
Available-for-sale securities....................... 12,143,488
Federal funds sold and Securities purchased under
agreements to resell................................ 281,677
Loans and lease financing receivables:
Loans and leases held for sale...................... 786
Loans and leases, net of unearned
income............46,206,726
LESS: Allowance for loan and
lease losses.........607,115
Loans and leases, net of unearned
income and allowance.............................. 45,599,611
Trading Assets......................................... 9,074,924
Premises and fixed assets (including capitalized
leases)............................................. 783,165
Other real estate owned................................ 935
Investments in unconsolidated subsidiaries and
associated companies................................ 200,944
Customers' liability to this bank on acceptances
outstanding......................................... 311,521
Intangible assets......................................
Goodwill............................................ 1,546,125
Other intangible assets............................. 8,497
Other assets........................................... 8,761,129
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Total assets........................................... $87,334,039
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LIABILITIES
Deposits:
In domestic offices................................. $28,254,986
Noninterest-bearing.......................10,843,829
Interest-bearing..........................17,411,157
In foreign offices, Edge and Agreement
subsidiaries, and IBFs............................ 31,999,406
Noninterest-bearing........................1,006,193
Interest-bearing..........................30,993,213
Federal funds purchased and securities sold under
agreements to repurchase............................ 6,004,678
Trading liabilities.................................... 2,286,940
Other borrowed money:
(includes mortgage indebtedness and obligations
under capitalized leases)........................... 1,845,865
Bank's liability on acceptances executed and
outstanding......................................... 440,362
Subordinated notes and debentures...................... 2,196,000
Other liabilities...................................... 7,606,565
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Total liabilities...................................... $80,634,802
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EQUITY CAPITAL
Common stock........................................... 1,135,284
Surplus................................................ 1,050,729
Retained earnings...................................... 4,436,230
Accumulated other comprehensive income................. 76,292
Other equity capital components........................ 0
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Total equity capital................................... 6,698,535
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Total liabilities and equity capital................... $87,334,039
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I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Thomas J. Mastro,
Senior Vice President and Comptroller
We, the undersigned directors, attest to the correctness of this
Report of Condition and declare that it has been examined by us and to the best
of our knowledge and belief has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true and correct.
Thomas A. Renyi >
Gerald L. Hassell > Directors
Alan R. Griffith >
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