Exhibit 25.1
UNITED STATES
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) |
DEUTSCHE BANK TRUST COMPANY AMERICAS
(formerly BANKERS TRUST COMPANY)
(Exact name of trustee as specified in its charter)
| NEW YORK | 13-4941247 | |
(Jurisdiction of Incorporation or organization if not a U.S. national bank) | (I.R.S. Employer Identification no.) | |
60 WALL STREET NEW YORK, NEW YORK | 10005 | |
| (Address of principal executive offices) | (Zip Code) | |
Deutsche Bank Trust Company Americas
Attention: Lynne Malina
Legal Department
60 Wall Street, 37th Floor
New York, New York 10005
(212) 250 – 0677
(Name, address and telephone number of agent for service)
Dominion Resources, Inc.
(Exact name of obligor as specified in its charter)
| Virginia | 54-1229715 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
120 Tredegar Street Richmond, Virginia | 23219 | |
| (Address of principal executive offices) | (Zip Code) | |
Senior Debt Securities
(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 | |
| Federal Reserve Bank (2nd District) | New York, NY | |
| Federal Deposit Insurance Corporation | Washington, D.C. | |
| New York State Banking Department | Albany, NY |
| (b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the Trustee, describe each such affiliation.
None.
Item 3.-15. Not Applicable
Item 16. List of Exhibits.
| Exhibit 1 - | Restated Organization Certificate of Bankers Trust Company dated August 6, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated September 25, 1998, Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated December 16, 1998, and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated February 27, 2002 - Incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 333-157637-01. | |
| Exhibit 2 - | Certificate of Authority to commence business - Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 333-157637-01. | |
| Exhibit 3 - | Authorization of the Trustee to exercise corporate trust powers - Incorporated herein by reference to Exhibit 3 filed with FormT-1 Statement, Registration No. 333-157637-01. | |
| Exhibit 4 - | Existing By-Laws of Deutsche Bank Trust Company Americas, as amended on April 15, 2002 business - Incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No.333-157637-01. | |
| Exhibit 5 - | Not applicable. | |
| Exhibit 6 - | Consent of Bankers Trust Company required by Section 321(b) of the Act. - business - Incorporated herein by reference to Exhibit 6 filed with Form T-1 Statement, Registration No. 333-157637-01. | |
| Exhibit 7 - | The latest report of condition of Deutsche Bank Trust Company Americas dated as of September 30, 2014. Copy attached. | |
| Exhibit 8 - | Not Applicable. | |
| Exhibit 9 - | Not Applicable. | |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Deutsche Bank Trust Company Americas, 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 this 17th day of December, 2014.
DEUTSCHE BANK TRUST COMPANY AMERICAS | ||||||||
| By: | /s/ CAROL NG | |||||||
| CAROL NG | ||||||||
| VICE PRESIDENT | ||||||||
DEUTSCHE BANK TRUST COMPANY AMERICAS | ||||||
Legal Tide of Bank | ||||||
NEW YORK | FFIEC 031 | |||||
city | Page 16 of 79 | |||||
NY | 10005 | RC-1 | ||||
State | Zip Code | |||||
FDIC Certificate Number: 00623 | ||||||
Consolidated Report of Condition for Insured Banks and Savings Associations for September 30, 2014
All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.
Schedule RC—Balance Sheet
Dollar Amounts in Thousands | RCFD | Trtl | Ell | Ml | Tticu | ||||||||||||||||||
Assets | ||||||||||||||||||||
1. Cash and balances due from depository institutions (from Schedule RC-A): |
| |||||||||||||||||||
a. Noninterest-bea’inq balances and currency and coin (1) |
|
| 0081 |
|
| 148.000 |
|
| 1.a |
| ||||||||||
b. Interest-bearing balances (2) |
|
| 0071 |
|
| 25.772.000 |
|
| 1.b |
| ||||||||||
2. Securities: | ||||||||||||||||||||
a. Held-to-maturity securities (from Schedule RC-B, column A) |
|
| 1754 |
|
| 2.a |
| |||||||||||||
b. Available-for-sale securities (from Schedule RC-B, column D) |
|
| 1773 |
|
| 2.b |
| |||||||||||||
3. Federal funds sold and securities purchased under agreements to resell: |
| RCON |
| |||||||||||||||||
a. Federal funds sold in domestic offices |
|
| B967 |
|
| 110.000 |
|
| 3.a |
| ||||||||||
| RCFD |
| ||||||||||||||||||
b. Securities purchased under agreements to resell (3) |
|
| B989 |
|
| 12.653.000 |
|
| 3.b |
| ||||||||||
4. Loans and lease financing receivables (from Schedule RC-C): a. Loans and leases held for sale |
| 5369 |
|
| 0 |
|
| 4.a |
| |||||||||||
b. Loans and leases, net of unearned income |
| B528 |
|
| 15.028.000 |
|
| 4.b |
| |||||||||||
c. LESS: Allowance for loan and lease losses |
| 3123 |
|
| 30.000 |
|
| 4.c |
| |||||||||||
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) |
| B529 |
|
| 15.898.000 |
|
| 4.d |
| |||||||||||
5. Trading assets (from Schedule RC-D) |
| 3545 |
|
| 80.000 |
|
| S |
| |||||||||||
6. Premises and fixed assets (including capitalized leases) |
| 2145 |
|
| 18.000 |
|
| 6 |
| |||||||||||
7. Other- real estate owned (from Schedule RC-M) |
| 2150 |
|
| 2.000 |
|
| 7 |
| |||||||||||
8. Investments in unconsolidated subsidiaries and associated companies |
| 2130 |
|
| 0 |
|
| 8 |
| |||||||||||
9. Direct and indirect investments in real estate ventures |
| 3656 |
|
| 0 |
|
| 9 |
| |||||||||||
10. Intangible assets: | ||||||||||||||||||||
a. Goodwill |
| 3163 |
|
| 0 |
|
| 10.a |
| |||||||||||
b. Other intangible assets (from Schedule RC-M) |
| 0426 |
|
| 37.000 |
|
| 10.b |
| |||||||||||
11. Other assets (from Schedule RC-F) |
| 2160 |
|
| 607.000 |
|
| 11 |
| |||||||||||
12. Total assets (sum of items 1 through 11) |
| 2170 |
|
| 55.325.000 |
|
| 12 |
| |||||||||||
(1) |
| Includes cash items in process of collection and unposted debits. |
(2) |
| Includes time certificates of deposit not held for trading. |
(3) |
| Includes all securities resale agreements in domestic and foreign offices, regardless of maturity. |
DEUTSCHE BANK TRUST COMPANY AMERICAS FIEC 03i
Legal Tide of Bank Page 16a of 79
FDIC Certificate Number: 00623 RC-la
Schedule RC—Continued
Dollar Amounts in
Thousands
RCON
Iril | Ell | Ml | m-cu
13.a
13.d,l
13.a,2
13,b
Liabilities
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E,- pat I)
2200
42.822,000
(1) Noninterest-bearing (4)
6631
26,234,000
(2) Interest-bearing
6636
16,588,000
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, pat n)
RCFN
2200
1,000
(1) Noninterest-bearing
6631
1,000
13.b.l
(2) Interest-bearing
6636
0
13.b,2
14, Federal funds purchased and securities sold under agreements to repurchase:
RCON
a, Federal funds purchased in domestic offices (5)
B993
2.091,000
14.a
RCFD
b, Securities sold under agreements to repurchase (6)
B995
0
14.b
15, Trading liabilities (from Schedule RC-D)
3546
22,000
15
16, Other borrowed money (includes mortgage ndebtedness and obligationsunder’ capitalized leases) (from Schedule RC-M)
3190
59,000
16
17. and 18. Not applicable
(4) Includes noninterest-bearing demand, time, and savings deposits,
(5} Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.”
(6) Includes all securities repurchase agreements in domestic and foreign offices,- regardless of maturity,
DEUTSCHE BANK TRUST COMPANY AMERICAS
FFIEC 031 Page 17 of 79
RC-2
Legal Tide of Bank
RCON
MM / DO
8678
N/A
M.2
FDIC Certificate Number: 00623
Dollar Amounts in Thousands
RCFD
Trll | Bll | Ml | TTicu
Liabilities—Continued
19. Subordinated notes and debentures (1)
3200
19
20. Other liabilities (from Schedule RC-G)
29301628.030
20
21. Total liabilities (sum of items 13 through 20)
2948
46.623.00C
21
22. Not applicable
Equity Capital
Bank Equity Capital
23. Perpetual preferred stock and related surplus
3838
a
23
24. Common stock
3230
2.127.00C
24
25. Surplus (excludes all surplus related to preferred stock)
3839
596.00C
25
26. a. Retained earnings
3632
5.896.00C
26.a
b. Accumulated other comprehensive income (2)
B530
-31.00C
26. b
c. Other equity Capital components (3)
A130
C
26.c
3210
8.588.000
27-a
b. Noncontrolling (minority) interests in consolidated subsidiaries
3000
114.0QC
27.b
28. Total equity capital (sum of items 27.a and 27.b)
G105
8.702.000
28
29. Total liabilities and equity capital (sum of items 21 and 28)
3300
55.325.000
29
MemorandaTo be reported with the March Report of Condition.1. Indicate in the box at the right the number of the statement below that best describes themost comprehensive level of auditing work performed for the bank by independent external
RCFD
Number
auditors as of any date during 2013
6724
N/A
M.1
= Directors’ examination of the bank conducted in accordance with
Generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)
= Directors’ examination of the bank performed by other external
Auditors (may be required by state chartering authority)
? Review of the bank’s finance! statements by external auditors
= Compilation of the bank’s financial Statements by external auditors
= Other audit procedures (excluding tax preparation work)
9*No external audit work
To be reported with the March Report of Condition.
2. Bank’s fiscal year-end date
RCON
MM / DD
8678
N/A
(1) Includes limited-life preferred stock and related surplus.
(2) Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and accumulated defined benefit pension and other post retirement plan adjustments.
(3) Includes treasury stock and unearned Employee Stock Ownership Plan shares.