EXHIBIT 25(b) SECURITIES ACT OF 1933 FILE NO. (IF APPLICATION TO DETERMINE ELIGIBILITY OF TRUSTEE FOR DELAYED OFFERING PURSUANT TO SECTION 305 (b) (2)) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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 (NATIONAL ASSOCIATION) (EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER) 13-2633612 (I.R.S. EMPLOYER IDENTIFICATION NUMBER) 1 CHASE MANHATTAN PLAZA, NEW YORK, NEW YORK (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) 10081 (ZIP CODE) MERRILL LYNCH & CO., INC. (EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER) DELAWARE (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) 13-2740599 (I.R.S. EMPLOYER IDENTIFICATION NO.) WORLD FINANCIAL CENTER NORTH TOWER (ADDRESS PRINCIPAL EXECUTIVE OFFICES) 10281-1334 (ZIP CODE) DEBT SECURITIES (TITLE OF THE INDENTURE SECURITIES) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 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. 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 Trustee is not the obligor, nor is the Trustee directly or indirectly controlling, controlled by, or under common control with the obligor. (See Note on Page 2.) 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. (See Exhibit T-1 (Item 12), Registration No. 33-55626.) *2.--Copies of the respective authorizations of The Chase Manhattan Bank (National Association) and The Chase Bank of New York (National Association) to commence business and a copy of approval of merger of said corporations, all of which documents are still in effect. (See Exhibit T-1 (Item 12), Registration No. 2-67437.) *3.--Copies of authorizations of The Chase Manhattan Bank (National Association) to exercise corporate trust powers, both of which documents are still in effect. (See Exhibit T-1 (Item 12), Registration No. 2-67437.) *4.--A copy of the existing by-laws of the trustee. (See Exhibit T-1 (Item 12(a)), Registration No. 33-28806.) *5.--A copy of each indenture referred to in Item 4, if the obligor is in default. (Not applicable.) *6.--The consents of United States institutional trustees required by Section 321(b) of the Act. (See Exhibit T-1, (Item 12), Registration No. 22-19019.) 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. 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 Inasmuch as this Form T-1 is filed prior to the ascertainment by the trustee of all facts on which to base a responsive answer to Item 2 the answer to said Item is based on incomplete information. Item 2 may, however, be considered as correct unless amended by an amendment to this Form T-1. 2 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, The Chase Manhattan Bank (National Association), a corporation 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 New York, and the State of New York, on the 9th day of March 1994. The Chase Manhattan Bank (National Association) /s/ James D. Heaney By:__________________________________ JAMES D. HEANEY, VICE PRESIDENT 3 EXHIBIT 7 REPORT OF CONDITION CONSOLIDATING DOMESTIC AND FOREIGN SUBSIDIARIES OF THE CHASE MANHATTAN BANK, N.A. of New York in the State of New York, at the close of business on December 31, 1993, published in response to call made by Comptroller of the Currency, under title 12, United States Code, Section 161. CHARTER NUMBER 02370 COMPTROLLER OF THE CURRENCY NORTHEASTERN DISTRICT STATEMENT OF RESOURCES AND LIABILITIES ASSETS
THOUSANDS OF DOLLARS ----------- Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin............... $ 5,778,428 Interest-bearing balances........................................ 5,431,174 Securities......................................................... 7,439,029 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............................................... 3,982,694 Securities purchased under agreements to resell.................. 0 Loans and lease financing receivables: Loans and leases, net of unearned income........... $ 48,856,930 LESS: Allowance for loan and lease losses.......... 1,065,877 LESS: Allocated transfer risk reserve.............. 0 ------------- Loans and leases, net of unearned income, allowance, and reserve... 47,791,053 Assets held in trading accounts.................................... 6,244,939 Premises and fixed assets (including capitalized leases)........... 1,617,111 Other real estate owned............................................ 1,189,024 Investments in unconsolidated subsidiaries and associated compa- nies.............................................................. 67,637 Customers' liability to this bank on acceptances outstanding....... 774,020 Intangible assets.................................................. 354,023 Other assets....................................................... 3,520,283 ----------- TOTAL ASSETS................................................... $84,189,415 ===========
4 LIABILITIES
THOUSANDS OF DOLLARS ----------- Deposits: In domestic offices............................................ $34,624,513 Noninterest-bearing............................. $ 13,739,371 Interest-bearing................................ 20,885,142 ------------ In foreign offices, Edge and Agreement subsidiaries, and IBFs.. 30,660,808 Noninterest-bearing............................. $ 2,473,222 Interest-bearing................................ 28,187,586 ------------ 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........................................ 2,829,219 Securities sold under agreements to repurchase................. 140,462 Demand notes issued to the U.S. Treasury......................... 25,000 Other borrowed money............................................. 2,618,185 Mortgage indebtedness and obligations under capitalized leases... 41,366 Bank's liability on acceptances executed and outstanding......... 780,289 Subordinated notes and debentures................................ 2,360,000 Other liabilities................................................ 3,697,556 ----------- TOTAL LIABILITIES............................................ 77,777,398 ----------- Limited-life preferred stock and related surplus................. 0 EQUITY CAPITAL Perpetual preferred stock and related surplus.................... 0 Common stock..................................................... $ 910,494 Surplus.......................................................... 4,382,506 Undivided profits and capital reserves........................... 920,258 Net unrealized gains on available-for-sale securities............ 187,683 Cumulative foreign currency translation adjustments.............. 11,076 ----------- TOTAL EQUITY CAPITAL............................................. 6,412,017 ----------- TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND EQUITY CAPITAL.................................................. $84,189,415 ===========
I, Lester J. Stephens, Jr., Senior Vice President and Controller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief. (Signed) Lester J. Stephens, Jr. We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We 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 and is true and correct. (Signed) Thomas G. Labrecque (Signed) Arthur F. Ryan Directors (Signed) Richard J. Boyle 5