Exhibit 25(k)

 

 

FORM T-1

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

 

 

 

New York   13-5160382

(State of incorporation

if not a U.S. national bank)

 

(I.R.S. employer

identification no.)

One Wall Street, New York, N.Y.   10286
(Address of principal executive offices)   (Zip code)

 

 

MERRILL LYNCH & CO., INC.

(Exact name of obligor as specified in its charter)

 

Delaware   13-2740599

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

4 World Financial Center

New York, New York

  10080
(Address of principal executive offices)   (Zip code)

 

 

Guarantee of Trust Originated Preferred Securities of

Merrill Lynch Preferred Capital Trust III

(Title of the indenture securities)

 

 

 


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.

 

Name

  

Address

Superintendent of Banks of the State of New York   

One State Street, New York, N.Y.

10004-1417, and Albany, N.Y.

12223

Federal Reserve Bank of New York   

33 Liberty Street, New York, N.Y.

10045

Federal Deposit Insurance Corporation    Washington, D.C. 20429
New York Clearing House Association    New York, New York 10005

 

  (b) Whether it is authorized to exercise corporate trust powers.

Yes.

 

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

 

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

 

  1. A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

 

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  4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195).

 

  6. The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).

 

  7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

 

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SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, 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 27th day of March, 2009.

 

THE BANK OF NEW YORK MELLON
By:  

/S/ FRANCA M. FERRERA

Name:   FRANCA M. FERRERA
Title:   ASSISTANT VICE PRESIDENT

 

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EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31, 2008, published 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
In Thousands

ASSETS

  

Cash and balances due from depository institutions:

  

Noninterest-bearing balances and currency and coin

   4,440,000

Interest-bearing balances

   87,807,000

Securities:

  

Held-to-maturity securities

   7,327,000

Available-for-sale securities

   32,572,000

Federal funds sold and securities purchased under agreements to resell:

  

Federal funds sold in domestic offices

   373,000

Securities purchased under agreements to resell

   0

Loans and lease financing receivables:

  

Loans and leases held for sale

   0

Loans and leases, net of unearned income

   32,827,000

LESS: Allowance for loan and lease losses

   357,000

Loans and leases, net of unearned income and allowance

   32,470,000

Trading assets

   10,665,000

Premises and fixed assets (including capitalized leases)

   1,098,000

Other real estate owned

   8,000

Investments in unconsolidated subsidiaries and associated companies

   795,000

Not applicable

  

Intangible assets:

  

Goodwill

   4,908,000

Other intangible assets

   1,606,000

Other assets

   11,095,000
    

Total assets

   195,164,000
    


LIABILITIES

  

Deposits:

  

In domestic offices

   85,286,000

Noninterest-bearing

   54,008,000

Interest-bearing

   31,278,000

In foreign offices, Edge and Agreement subsidiaries, and IBFs

   72,497,000

Noninterest-bearing

   1,558,000

Interest-bearing

   70,939,000

Federal funds purchased and securities sold under agreements to repurchase:

  

Federal funds purchased in domestic offices

   454,000

Securities sold under agreements to repurchase

   75,000

Trading liabilities

   8,365,000

Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)

   6,256,000

Not applicable

  

Not applicable

  

Subordinated notes and debentures

   3,490,000

Other liabilities

   7,018,000
    

Total liabilities

   183,441,000
    

Minority interest in consolidated subsidiaries

   350,000

EQUITY CAPITAL

  

Perpetual preferred stock and related surplus

   0

Common stock

   1,135,000

Surplus (exclude all surplus related to preferred stock)

   8,276,000

Retained earnings

   6,810,000

Accumulated other comprehensive income

   -4,848,000

Other equity capital components

   0

Total equity capital

   11,373,000
    

Total liabilities, minority interest, and equity capital

   195,164,000
    

 


I, Thomas P. Gibbons, Chief Financial Officer 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.

 

Thomas P. Gibbons,

Chief Financial Officer

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.

 

Gerald L. Hassell

Steven G. Elliott

Robert P. Kelly

         Directors