Exhibit 25.6
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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) _____
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THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
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New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue 10017
New York, New York (Zip Code)
(Address of principal executive
offices)
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)
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MRM Capital Trust II
(Exact name of obligor as specified in its charter)
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Delaware (Applied for)
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification No.)
One Logan Square, Suite 1500 John Kessock, Jr.
Philadelphia, PA 19103 c/o Commonwealth Risk Services, L.P.
(215) 963-1600 One Logan Square, Suite 1500
(Address, including zip code, Philadelphia, PA 19103
and telephone number, (215) 963-1600
including area code, (Name, address and telephone
of principal executive offices) number of agent for service)
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Preferred Securities
(Title of the indenture securities)
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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, State House, Albany, New York 12110.
Board of Governors of the Federal Reserve System, Washington, D.C.,
20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty Street,
New York, N.Y.
Federal Deposit Insurance Corporation, 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.
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.
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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 5th day of April, 2000.
The Chase Manhattan Bank
/s/ Kathleen Perry
By___________________________________
Kathleen Perry
Vice President
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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 December 31, 1999, 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
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Cash and balances
due from
depository
institutions:
Noninterest-
bearing balances
and currency and
coin............ $ 13,271
Interest-bearing
balances........ 30,165
Securities:
Held to maturity
securities...... 724
Available for
sale securities. 54,770
Federal funds
sold and
securities
purchased under
agreements to
resell.......... 26,694
Loans and lease
financing
receivables:
Loans and leases,
net of unearned
income.......... $132,814
Less: Allowance
for loan and
lease losses.... 2,254
Less: Allocated
transfer risk
reserve......... 0
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Loans and leases,
net of unearned
income, allowance,
and reserve....... 130,560
Trading Assets..... 53,619
Premises and fixed
assets (including
capitalized
leases)........... 3,359
Other real estate
owned............. 29
Investments in
unconsolidated
subsidiaries and
associated
companies......... 186
Customers'
liability to this
bank on
acceptances
outstanding....... 608
Intangible assets.. 3,659
Other assets....... 14,554
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Total assets... $332,198
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Dollar Amounts
LIABILITIES in Millions
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Deposits
In domestic
offices......... $102,421
Noninterest-
bearing ........ $ 41,580
Interest-bearing
................ 60,841
In foreign
offices, Edge
and Agreement
subsidiaries and
IBF's........... 108,233
Noninterest-bearing
.................. $ 6,061
Interest-bearing .. 102,172
Federal funds
purchased and
securities sold
under agreements
to repurchase..... 47,425
Demand notes issued
to the U.S.
Treasury.......... 100
Trading
liabilities....... 33,626
Other borrowed
money (includes
mortgage
indebtedness and
obligations under
capitalized
leases):
With a remaining
maturity of one
year or less...... 3,964
With a remaining
maturity of more
than one year
through three
years............. 14
With a remaining
maturity of more
than three years.. 99
Bank's liability on
acceptances
executed and
outstanding....... 608
Subordinated notes
and debentures.... 5,430
Other liabilities.. 11,886
Total
liabilities... $313,806
EQUITY CAPITAL
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Perpetual preferred
stock and related
surplus........... $ 0
Common stock....... 1,211
Surplus (exclude
all surplus
related to
preferred stock).. 11,066
Undivided profits
and capital
reserves.......... 7,376
Net unrealized
holding gains
(losses) on
available-for-sale
securities ....... (1,277)
Accumulated net
gains (losses) on
cash flow hedges.. 0
Cumulative foreign
currency
translation
adjustments....... 16
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Total equity
capital....... 18,392
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Total
liabilities
and equity
capital....... $332,198
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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. DIRECTORS
HELENE L. KAPLAN
HENRY B. SCHACHT
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