1
EXHIBIT 25(y)
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) ________
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
SALOMON SMITH BARNEY HOLDINGS INC.
(Exact name of obligor as specified in its charter)
NEW YORK 11-2418067
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(Address of principal executive offices) (Zip Code)
GUARANTEE OF SALOMON SMITH BARNEY HOLDINGS INC. WITH RESPECT TO THE TARGETED
GROWTH ENHANCED TERMS SECURITIES OF TARGETS TRUST XX
(Title of the indenture securities)
2
GENERAL
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.
New York State Banking Department, Suite 2310, 5 Empire State
Plaza, Albany, New York 12223. Board of Governors of the Federal
Reserve System 20th and C Street NW, Washington, D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y. 10045. Federal Deposit Insurance
Corporation, 550 Seventeenth Street NW Washington, D.C., 20429.
(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.
- 2 -
3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
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.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, 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 6th day of September, 2001.
THE CHASE MANHATTAN BANK
By /s/ Thomas Venusti
----------------------------------
Trust Officer
- 3 -
4
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
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.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, 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 6th day of September 2001.
THE CHASE MANHATTAN BANK
By /s/ Thomas Venusti
----------------------------------
Thomas Venusti
Trust Officer
- 4 -
5
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business June 30, 2001, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
DOLLAR AMOUNTS
ASSETS IN MILLIONS
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin $ 21,536
Interest-bearing balances 31,428
Securities:
Held to maturity securities 481
Available for sale securities 60,903
Federal funds sold and securities purchased under
agreements to resell 42,824
Loans and lease financing receivables:
Loans and leases held for sale 3,856
Loans and leases, net of unearned income $155,575
Less: Allowance for loan and lease losses 2,276
Loans and leases, net of unearned income and
allowance 153,299
Trading Assets 66,636
Premises and fixed assets (including capitalized leases) 4,468
Other real estate owned 45
Investments in unconsolidated subsidiaries and
associated companies 353
Customers' liability to this bank on acceptances
outstanding 346
Intangible assets
Goodwill 1,785
Other Intangible assets 4,365
Other assets 19,923
--------
TOTAL ASSETS $412,248
========
- 5 -
6
LIABILITIES
Deposits
In domestic offices $137,865
Noninterest-bearing $ 56,799
Interest-bearing 81,066
In foreign offices, Edge and Agreement
subsidiaries and IBF's 113,924
Noninterest-bearing $ 6,537
Interest-bearing 107,387
Federal funds purchased and securities sold under agree-
ments to repurchase 65,474
Trading liabilities 39,611
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases) 10,573
Bank's liability on acceptances executed and outstanding 346
Subordinated notes and debentures 6,355
Other liabilities 14,772
TOTAL LIABILITIES 388,920
Minority Interest in consolidated subsidiaries 89
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock 1,211
Surplus (exclude all surplus related to preferred stock) 12,715
Retained earnings 9,985
Accumulated other comprehensive income (672)
Other equity capital components 0
TOTAL EQUITY CAPITAL 23,239
--------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL $412,248
========
I, Joseph L. Sclafani, E.V.P. & Controller of the
above-named bank, do hereby declare that this Report
of Condition has been prepared in conformance with
the instructions issued by the appropriate Federal
regulatory authority and is true to the best of my
knowledge and belief.
JOSEPH L. SCLAFANI
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
appropriate Federal regulatory authority and is true
and correct.
WILLIAM B. HARRISON JR. )
DOUGLAS A. WARNER III ) DIRECTORS
WILLIAM H. GRAY III )
-6-