Exhibit 25.1
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)
IBJ SCHRODER BANK & TRUST COMPANY
(Exact name of trustee as specified in its charter)
New York 13-5375195
(Jurisdiction of incorporation (I.R.S. employer
or organization if not a U.S. national bank) identification No.)
One State Street, New York, New York 10004
(Address of principal executive offices) (Zip code)
IBJ SCHRODER BANK & TRUST COMPANY
One State Street
New York, New York 10004
(212) 858-2000
(Name, address and telephone number of agent for service)
CONSORCIO G GRUPO DINA, S.A. DE C.V
(Exact name of co-obligor as specified in its charter)
United Mexican States Not Applicable
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
Tlacoquemecatl 41 Colonia Del Valle
02300 Mexico D.F., Mexico 03100
(Address of principal executive offices) (Zip code)
MCII HOLDINGS (USA), INC
(Exact name of co-obligor as specified in its charter)
Delaware Applied For
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
Dial Tower
1850 North Central Avenue
Phoenix, Arizona 85004
(Address of principal executive offices) (Zip code)
SENIOR SECURED DISCOUNT EXCHANGE NOTES DUE NOVEMBER 15, 2002
(Title of indenture securities)
tem 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, Two Rector
Street, New York, New York
Federal Deposit Insurance
Corporation, Washington, D.C.
Federal Reserve Bank of
New York Second District,
33 Liberty Street, New York, New York
(b) Whether it is authorized to exercise corporate
trust powers.
Yes
Item 2. Affiliations with the co-obligors.
If any of the co-obligors is an
affiliate of the trustee, describe
each such affiliation.
Neither of the co-obligors is an affiliate of the trustee.
Defaults by the co-obligors.
(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.
None
(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 any of the co-
obligors 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.
None
Item 16. List of exhibits.
List below all exhibits filed as
part of this statement of
eligibility.
*1. A copy of the Charter of IBJ Schroder Bank & Trust
Company as amended to date. (See Exhibit 1A to
Form T-1, Securities and Exchange Commission File
No. 22-18460).
*2. A copy of the Certificate of Authority
of the trustee to Commence Business
(Included in Exhibit 1 above).
*3. A copy of the Authorization of the trustee to
exercise corporate trust powers, as amended to
date (See Exhibit 4 to Form T-1, Securities and
Exchange Commission File No. 22-19146).
*4. A copy of the existing By-Laws of the trustee, as
amended to date (See Exhibit 4 to Form T-1,
Securities and Exchange Commission File No. 22-
19146).
5. Not Applicable
6. The consent of United States institutional trustee
required by Section 321(b) of the Act.
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.
* The Exhibits thus designated are incorporated herein by
reference as exhibits hereto. Following the description of
such Exhibits is a reference to the copy of the Exhibit
heretofore filed with the Securities and Exchange
Commission, to which there have been no amendments or
changes.
NOTE
In answering any item in this Statement of Eligibility which
relates to matters peculiarly within the knowledge of the
co-obligors and their directors or officers, the trustee has
relied upon information furnished to it by the co-obligors.
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 Item 2, the answer to said Item are
based on incomplete information.
Item 2, may, however, be considered as correct unless
amended by an amendment to this Form T-1.
Pursuant to General Instruction B, the trustee has responded
to Items 1, 2 and 16 of this form since to the best
knowledge of the trustee as indicated in Item 13, neither of
the co-obligors is in default under any indenture under
which the applicant is trustee.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act
of 1939, the trustee, IBJ Schroder Bank & Trust Company, a
corporation organized and existing under the laws of the State of
New York, has duly caused this statement of eligibility and
qualification 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 25th day of July, 1996.
IBJ SCHRODER BANK & TRUST COMPANY
By: /s/Thomas J. Bogert
Thomas J. Bogert
Vice President
EXHIBIT 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the
Trust Indenture Act of 1939, as amended, in connection with the
issue by Consorcio G Grupo Dina, S.A. de C.V. and MCII Holdings
(USA), Inc. of their Senior Secured Discount Exchange Notes due
November 15, 2002, we hereby consent that reports of examinations
by Federal, State, Territorial, or District authorities may be
furnished by such authorities to the Securities and Exchange
Commission upon request therefor.
IBJ SCHRODER BANK & TRUST COMPANY
By: /s/Thomas J. Bogert
Thomas J. Bogert
Vice President
Dated: July 25, 1996
EXHIBIT 7
CONSOLIDATED REPORT OF CONDITION OF
IBJ SCHRODER BANK & TRUST COMPANY
OF NEW YORK, NEW YORK
AND FOREIGN AND DOMESTIC SUBSIDIARIES
REPORT AS OF MARCH 31, 1996
DOLLAR AMOUNTS
IN THOUSANDS
ASSETS
Cash and balance due from depository institutions:
Noninterest-bearing balances and currency and coin . . . $ 27,805
Interest-bearing balances . . . . . . . . . . . . . . . . . $ 142,919
Securities: Held to Maturity . . . . . . . . . . . . . . . . $ 169,682
Available-for-sale . . . . . . . . . . . . $ 23,665
Federal funds sold and securities purchased under
agreements to resell in domestic offices of the bank
and of its Edge and Agreement subsidiaries and in IBFs:
Federal Funds sold . . . . . . . . . . . . . . . . . . . . $ 63,801
Securities purchased under agreements to resell . . . . . . $ -0-
Loans and lease financing receivables:
Loans and leases, net of unearned income . . . . $1,575,250
LESS: Allowance for loan and lease losses . . . . $ 55,396
LESS: Allocated transfer risk reserve . . . . . . $ -0-
Loans and leases, net of unearned income,
allowance, and reserve. . . . . . . . . . . . . $ 1,519,854
Assets held in trading accounts . . . . . . . . . . . . . . . . $ 489
Premises and fixed assets . . . . . . . . . . . . . . . . . . . $ 7,228
Other real estate owned . . . . . . . . . . . . . . . . . . . . $ 397
Investments in unconsolidated subsidiaries and
associated companies. . . . . . . . . . . . . . . . . . . . . $ -0-
Customers' liability to this bank on acceptances outstanding . $ 155
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . $ -0-
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . $ 60,135
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,016,130
LIABILITIES
Deposits:
In domestic offices . . . . . . . . . . . . . . . . . . . . $ 612,376
Noninterest-bearing . . . . . . . . . . . . $ 174,044
Interest-bearing . . . . . . . . . . . . . . $ 438,332
In foreign offices, Edge and Agreement
subsidiaries, and IBFs . . . . . . . . . . . . . . . . . $ 793,288
Noninterest-bearing . . . . . . . . . . . . . $ 16,090
Interest-bearing . . . . . . . . . . . . . .. $ 777,198
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of the bank and
of its Edge and Agreement subsidiaries, and in IBFs:
Federal Funds purchased . . . . . . . . . . . . . . . . . . $ 57,588
Securities sold under agreements to repurchase . . . . . . $ -0-
Demand notes issued to the U.S. Treasury . . . . . . . . . . . $ 24,522
Trading Liabilities . . . . . . . . . . . . . . . . . . . . . . $ 390
Other borrowed money:
a) With original maturity of one year or less . . . . . . . $ 250,333
b) With original maturity of more than one year . . . . . . $ -0-
Mortgage indebtedness and obligations under capitalized leases $ -0-
Bank's liability on acceptances executed and outstanding . . . $ 155
Subordinated notes and debentures . . . . . . . . . . . . . . . $ -0-
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . $ 68,215
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . $ 1,806,867
Limited life preferred stock and related surplus . . . . . . . $ -0-
EQUITY CAPITAL
Perpetual preferred stock . . . . . . . . . . . . . . . . . . . $ -0-
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . $ 29,649
Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 217,008
Undivided profits and capital reserves . . . . . . . . . . . . $ (37,419)
Plus: Net unrealized gains (losses) on marketable
equity securities . . . . . . . . . . . . . . . . . . . . . $ 25
Cumulative foreign currency translation adjustments . . . . . . $ -0-
TOTAL EQUITY CAPITAL . . . . . . . . . . . . . . . . . . . . . $ 209,263
TOTAL LIABILITIES AND EQUITY CAPITAL . . . . . . . . . . . . . $ 2,016,130