EXHIBIT 25
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UNITED STATES
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)
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A U.S. National Banking Association 41-1592157
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national Identification No.)
bank)
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
(Address of principal executive offices) (Zip code)
Stanley S. Stroup, General Counsel
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
(612) 667-1234
(Agent for Service)
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MSDWCC HELOC Trust 2000-1
(Exact name of obligor as specified in its charter)
Delaware Not Yet Received
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
No.)
C\O Wilmington Trust
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001
(Address of principal executive offices) (Zip code)
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MSDWCC HELOC Trust 2000-1
Asset-Backed Notes, Series 2000-1
(Title of the indenture securities)
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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.
Comptroller of the Currency
Treasury Department
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, D.C.
The Board of Governors of the Federal Reserve System
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust
powers.
The trustee is authorized to exercise corporate
trust powers.
Item 2. Affiliations with Obligor. If the obligor is an affiliate of the
trustee, describe each such affiliation.
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor
is not in default as provided under Item 13.
Item 15. Foreign Trustee. Not applicable.
Item 16. List of Exhibits. List below all exhibits filed as a part of this
Statement of Eligibility. Trustee incorporates
by reference into this Form T-1 the exhibits
attached hereto.
Exhibit 1. a. A copy of the Articles of Association of the
trustee now in effect.*
Exhibit 2. a. A copy of the certificate of authority of the
trustee to commence business issued June 28,
1872, by the Comptroller of the Currency to
The Northwestern National Bank of Minneapolis.*
b. A copy of the certificate of the Comptroller of
the Currency dated January 2, 1934, approving the
consolidation of The Northwestern National Bank
of Minneapolis and The Minnesota Loan and
Trust Company of Minneapolis, with the
surviving entity being titled Northwestern
National Bank and Trust Company of Minneapolis.*
c. A copy of the certificate of the Acting
Comptroller of the Currency dated January
12, 1943, as to change of corporate title
of Northwestern National Bank and Trust
Company of Minneapolis to Northwestern
National Bank of Minneapolis.*
d. A copy of the letter dated May 12, 1983
from the Regional Counsel, Comptroller of
the Currency, acknowledging receipt of
notice of name change effective May 1,
1983 from Northwestern National Bank of
Minneapolis to Norwest Bank Minneapolis,
National Association.*
e. A copy of the letter dated January 4, 1988
from the Administrator of National Banks
for the Comptroller of the Currency
certifying approval of consolidation and
merger effective January 1, 1988 of
Norwest Bank Minneapolis, National
Association with various other banks under
the title of "Norwest Bank Minnesota,
National Association."*
f. A copy of the letter dated July 10, 2000
from the Administrator of National Banks
for the Comptroller of the Currency
certifying approval of consolidation of
Norwest Bank Minnesota South, National
Association with Norwest Bank Minnesota,
National Association, effective July 8,
2000, with the resulting title of Wells
Fargo Bank Minnesota, National
Association.*
Exhibit 3. A copy of the authorization of the trustee to exercise
corporate trust powers issued January 2, 1934, by the
Federal Reserve Board.*
Exhibit 4. Copy of By-laws of the trustee as now in effect.*
Exhibit 5. Not applicable.
Exhibit 6. The consent of the trustee required by Section 321(b)
of the Act.
Exhibit 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. **
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
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* Incorporated by reference to Exhibit 25 filed with registration statement
(number 33-66026) of trustee's parent, Wells Fargo & Company.
** Incorporated by reference to Exhibit 25 filed with registration statement
(number 333-43005) of trustee's parent, Wells Fargo & Company.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended,
the trustee, Wells Fargo Bank Minnesota, National Association, a national
banking association 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
Columbia and State of Maryland on the 21st day of August, 2000.
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
/s/ Peter A. Gobell
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Name: Peter A. Gobell
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Title: Assistant Vice President
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EXHIBIT 6
August 21, 2000
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as
amended, the undersigned hereby consents that reports of examination of the
undersigned made by Federal, State, Territorial, or District authorities
authorized to make such examination may be furnished by such authorities to
the Securities and Exchange Commission upon its request therefor.
Very truly yours,
WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION
/s/ Peter A. Gobell
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Name: Peter A. Gobell
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Title: Assistant Vice President
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