EX-25 3 a2076399zex-25.htm FORM T-1
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EXHIBIT 25

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)    o

BNY MIDWEST TRUST COMPANY
(Exact name of trustee as specified in its charter)

Illinois   36-3800435
(Jurisdiction of incorporation or organization if not a U.S. national bank)   (I.R.S. Employer
Identification Number)

2 North LaSalle Street
Suite 1020
Chicago, Illinois
(Address of principal executive offices)
 
60602
(Zip code)

John C. Hitt, Jr.
Chapman and Cutler
111 West Monroe Street
Chicago, Illinois 60603
(312) 845-3000
(Agent for Service)

Harley-Davidson Motorcycle Trust 2002-1
(Exact name of obligor as specified in its charter)

Delaware   Not yet received
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. employer
identification no.)

c/o Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE
(Address of principal executive offices)
 
19890-0001
(Zip code)

Motorcycle Contract Backed Notes, Class A-1, Class A-2 and Class B
(Title of the indenture securities)


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.

Name Address

Office of Banks & Trust Companies
of the State of Illinois
500 E. Monroe Street
Springfield, Illinois 62701-1532

Federal Reserve Bank of Chicago
230 S. LaSalle Street
Chicago, Illinois 60603
    (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.

Item 16.    List of Exhibits.

    1.
    A copy of Articles of Incorporation of BNY Midwest Trust Company (formerly CTC Illinois Trust Company, formerly Continental Trust Company) as now in effect. (incorporated by reference to Exhibit 1 to Form T-1 filed with the Registration Statement No. 333-47688 filed December 1, 2000.)

    2,3.
    A copy of the Certificate of Authority of the Trustee as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (incorporated by reference to Exhibit 2 to Form T-1 filed with the Registration Statement No. 333-47688 filed December 1, 2000.)

    4.
    A copy of the existing By-laws of the Trustee. (incorporated by reference to Exhibit 4 to Form T-1 filed with the Registration Statement No. 333-47688 filed December 1, 2000.)

    5.
    Not applicable.

    6.
    The consent of the Trustee required by Section 321(b) of the Act. (incorporated by reference to Exhibit 6 to Form T-1 filed with the Registration Statement No. 333-47688 filed December 1, 2000.)

    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.

    8.
    Not applicable.

    9.
    Not applicable.

2


SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, BNY Midwest Trust Company, a corporation organized and existing under the laws of the State of Illinois, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Chicago, and State of Illinois, on the 9th day of April, 2002.

    BNY MIDWEST TRUST COMPANY

 
 
By:
 
/s/  CYNTHIA L. DAVIS      
Name: Cynthia L. Davis
Title: Assistant Vice President

3


EXHIBIT 7

OFFICE OF BANKS AND REAL ESTATE
 Bureau of Banks and Trust Companies
CONSOLIDATED REPORT OF CONDITION
OF
BNY Midwest Trust Company
209 West Jackson Boulevard
Suite 700
Chicago, Illinois 60606

        Including the institution's domestic and foreign subsidiaries completed as of the close of business on December 31, 2001, submitted in response to the call of the Office of Banks and Real Estate of the State of Illinois.

  ASSETS   THOUSANDS OF DOLLARS

1.
Cash and Due from Depository Institutions
 
11,694
2. U.S. Treasury Securities   -0-
3. Obligations of States and Political Subdivisions   -0-
4. Other Bonds, Notes and Debentures   -0-
5. Corporate Stock   -0-
6. Trust Company Premises, Furniture, Fixtures and Other Assets Representing Trust Company Premises   363
7. Leases and Lease Financing Receivables   -0-
8. Accounts Receivable   4,004
9. Other Assets      
  (Itemize amounts greater than 15% of Line 9)      
      Goodwill and Intangibles 90,321   86,882
10. TOTAL ASSETS   102,943

4

OFFICE OF BANKS AND REAL ESTATE
 Bureau of Banks and Trust Companies
CONSOLIDATED REPORT OF CONDITION
OF
BNY Midwest Trust Company
209 West Jackson Boulevard
Suite 700
Chicago, Illinois 60606

  LIABILITIES   THOUSANDS OF DOLLARS

11.
Accounts Payable
 
-0-
12. Taxes Payable   -0-
13. Other Liabilities for Borrowed Money   25,425
14. Other Liabilities    
  (Itemize amounts greater than 15% of Line 9)    
  Reserve for Taxes 3,128    
  Deferred Income 1,923    
  Accrued Expenses 1,058   6,156
15. TOTAL LIABILITIES     31,581

EQUITY CAPITAL
 
 
 

16.
Preferred Stock
 
-0-
17. Common Stock   2,000
18. Surplus   62,130
19. Reserve for Operating Expenses   -0-
20. Retained Earnings (Loss)   7,232
21. TOTAL EQUITY CAPITAL   71,362
22. TOTAL LIABILITIES AND EQUITY CAPITAL   102,943

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I, Robert L. De Paola, Vice President
(Name and Title of Officer Authorized to Sign Report)

of BNY Midwest Trust Company certify that the information contained in this statement is accurate to the best of my knowledge and belief. I understand that submission of false information with the intention to deceive the Commissioner or his Administrative officers is a felony.

/s/ Robert L. DePaola
(Signature of Officer Authorized to Sign Report)

Sworn to and subscribed before me this 13th day of February, 2002

My Commission expires May 15, 2003.

    /s/ Joseph A. Giacobino, Notary Public

(Notary Seal)

Person to whom Supervisory Staff should direct questions concerning this report.

Christine Anderson   (212) 503-4204
Name   Telephone Number (Extension)

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