EXHIBIT 25 ___________________________________________________________________ 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) ________ ________________________________________ CHEMICAL 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) _____________________________________________ Merrill Lynch & Co., Inc. (Exact name of obligor as specified in its charter) DELAWARE 13-2740599 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) WORLD FINANCIAL CENTER NORTH TOWER NEW YORK, NEW YORK 10281-1334 (Address of principal executive offices) (Zip Code) ___________________________________________ SENIOR DEBT SECURITIES SUBORDINATED DEBT SECURITIES (Title of the indenture securities) _____________________________________________________ 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. - 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, 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 and December 2, 1991 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 33-50010, 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). 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. 33-84460, 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). 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, Chemical 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 7TH day of JULY, 1995. CHEMICAL BANK By /s/ Andrew M. Deck . -------------------------------------- Andrew M. Deck Trust Officer - 3 - Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF Chemical 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 March 31, 1995, 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 ................................. $ 5,797 Interest-bearing balances ......................... 5,523 Securities: .......... ............................. Held to maturity securities.......................... 6,195 Available for sale securities........................ 17,785 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 IBF's: Federal funds sold................................. 2,493 Securities purchased under agreements to resell.... 50 Loans and lease financing receivables: Loans and leases, net of unearned income. $ 68,937 Less: Allowance for loan and lease losses 1,898 Less: Allocated transfer risk reserve.... 113 -------- Loans and leases, net of unearned income, allowance, and reserve............................. 66,926 Trading Assets....................................... 37,294 Premises and fixed assets (including capitalized leases)............................................ 1,402 Other real estate owned.............................. 99 Investments in unconsolidated subsidiaries and associated companies............................... 148 Customer's liability to this bank on acceptances outstanding........................................ 1,051 Intangible assets.................................... 512 Other assets......................................... 6,759 -------- TOTAL ASSETS......................................... $149,034 ========
- 4 - LIABILITIES Deposits In domestic offices................................ $ 44,882 Noninterest-bearing ....................... $14,690 Interest-bearing .......................... 30,192 ------- In foreign offices, Edge and Agreement subsidiaries, and IBF's............................ 32,537 Noninterest-bearing ....................... $ 146 Interest-bearing .......................... 32,391 ------- 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 IBF's Federal funds purchased............................ 10,587 Securities sold under agreements to repurchase..... 3,083 Demand notes issued to the U.S. Treasury............. 464 Trading liabilities.................................. 31,358 Other Borrowed money: With original maturity of one year or less......... 7,527 With original maturity of more than one year....... 914 Mortgage indebtedness and obligations under capitalized leases................................. 20 Bank's liability on acceptances executed and outstanding........................................ 1,054 Subordinated notes and debentures.................... 3,410 Other liabilities.................................... 5,986 TOTAL LIABILITIES.................................... 141,822 -------- EQUITY CAPITAL Common stock......................................... 620 Surplus.............................................. 4,501 Undivided profits and capital reserves............... 2,558 Net unrealized holding gains (Losses) on available-for-sale securities..................... (476) Cumulative foreign currency translation adjustments.. 9 TOTAL EQUITY CAPITAL................................. 7,212 -------- TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK AND EQUITY CAPITAL............................ $149,034 ========
I, Joseph L. Sclafani, S.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. WALTER V. SHIPLEY ) EDWARD D. MILLER )DIRECTORS WILLIAM B. HARRISON ) - 5 -