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)
THE FIRST NATIONAL BANK OF CHICAGO
(Exact name of trustee as specified in its charter)
A National Banking Association 36-0899825
(I.R.S. employer
identification number)
One First National Plaza, Chicago, Illinois 60670-0126
(Address of principal executive offices) (Zip Code)
The First National Bank of Chicago
One First National Plaza, Suite 0286
Chicago, Illinois 60670-0286
Attn: Lynn A. Goldstein, Law Department (312) 732-6919
(Name, address and telephone number of agent for service)
INDIANA MICHIGAN POWER COMPANY
(Exact name of obligor as specified in its charter)
Indiana 35-0410455
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
One Summit Square
Fort Wayne, Indiana 46801
(Address of principal executive offices) (Zip Code)
Junior Subordinated Debentures
(TITLE OF 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.
Comptroller of Currency, 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 THE OBLIGOR. If the obligor
is an affiliate of the trustee, describe each
such affiliation.
No such affiliation exists with the trustee.
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 now in effect.*
2.A copy of the certificates of authority of the
trustee to commence business.*
3.A copy of the authorization of the trustee to
exercise corporate trust powers.*
4.A copy of the existing by-laws of the trustee.*
5.Not Applicable.
6.The consent of the trustee required by
Section 321(b) of the Act.
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.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, 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 Chicago and State of Illinois, on the 21st day of
February, 1996.
THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE
BY /S/ R. D. MANELLA
R. D. MANELLA
VICE PRESIDENT
* EXHIBIT 1,2,3 AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS
BEARING IDENTICAL NUMBERS IN ITEM 12 OF THE FORM T-1 OF THE FIRST
NATIONAL BANK OF CHICAGO, FILED AS EXHIBIT 26 TO THE REGISTRATION STATEMENT
ON FORM S-3 OF THE CIT GROUP HOLDINGS, INC., FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION ON FEBRUARY 16, 1993 (REGISTRATION NO. 33-58418).
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
February 21, 1996
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of an indenture between Indiana
Michigan Power Company and The First National Bank of Chicago, the
undersigned, in accordance with Section 321(b) of the Trust Indenture Act
of 1939, as amended, hereby consents that the reports of examinations of
the undersigned, made by Federal or State authorities authorized to
make such examinations, may be furnished by such authorities to the
Securities and Exchange Commission upon its request therefor.
Very truly yours,
THE FIRST NATIONAL BANK OF CHICAGO
BY: /S/ R. D. MANELLA
R. D. MANELLA
VICE PRESIDENT
EXHIBIT 7
Legal Title of Bank: The First National Bank of Chicago Call Date: 09/30/95
Address: One First National Plaza, Suite 0460
City, State Zip: Chicago, IL 60670-0460
Call Date: 09/30/95 ST-BK: 17-1630 FFIEC 031 Page RC-1
Page RC-1
FDIC Certificate No.: 0/3/6/1/8
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR SEPTEMBER 30, 1995
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
DOLLAR AMOUNTS IN C400 <-
THOUSANDS RCFD BIL MIL THOU
ASSETS
1. Cash and balances due from
depository institutions
(from Schedule RC-A):
a. Noninterest-bearing balances
and currency and coin(1)............... 0081 3,444,194 1.a.
b. Interest-bearing balances(2)........... 0071 9,033,869 1.b.
2. Securities
a. Held-to-maturity securities
(from Schedule RC-B, column A)......... 1754 261,869 2.a.
b. Available-for-sale securities
(from Schedule RC-B, column D)......... 1773 542,724 2.b.
3. Federal funds sold and securities
purchased under agreements to
resell in domestic offices of the
bank and its Edge and Agreement
subsidiaries, and in IBFs:
a. Federal Funds sold..................... 0276 3,604,442 3.a.
b. Securities purchased under
agreements to resell................... 0277 772,500 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of
unearned income (from Schedule RC-C)...RCFD 2122 16,414,211 4.a.
b. LESS:
Allowance for loan and lease losses....RCFD 3123 355,947 4.b.
c. LESS:
Allocated transfer risk reserve........RCFD 3128 0 4.c.
d. Loans and leases, net of unearned
income, allowance, and reserve
(item 4.a minus 4.b and 4.c)........... 2125 16,058,264 4.d.
5. Assets held in trading accounts........... 3545 14,146,146 5.
6. Premises and fixed assets
(including capitalized leases)............ 2145 597,955 6.
7. Other real estate owned
(from Schedule RC-M)...................... 2150 10,020 7.
8. Investments in unconsolidated
subsidiaries and associated
companies (from Schedule RC-M)............ 2130 40,104 8.
9. Customers' liability to this
bank on acceptances outstanding........... 2155 573,623 9.
10.Intangible assets
(from Schedule RC-M)...................... 2143 105,787 10.
11.Other assets
(from Schedule RC-F)...................... 2160 1,454,689 11.
12.Total assets
(sum of items 1 through 11)............... 2170 50,646,186 12.
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
Legal Title of Bank: The First National Bank of Chicago
Address: One First National Plaza, Suite 0460
City, State Zip: Chicago, IL 60670-0460
Call Date: 09/30/95 ST-BK:17-1630 FFIEC 031
Page RC-2
FDIC Certificate No. 0/3/6/1/8
SCHEDULE RC-CONTINUED
DOLLAR AMOUNTS
IN THOUSANDS BIL MIL THOU
LIABILITIES
13.Deposits:
a. In domestic offices (sum of
totals of columns A and C
from Schedule RC-E, part 1).................. RCON 2200 14,549,199 13.a.
(1) Noninterest-bearing(1)...................RCON 6631 5,715,480 13.a.(1)
(2) Interest-bearing.........................RCON 6636 8,833,719 13.a.(2)
b. In foreign offices, Edge and
Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II) RCFN 2200 13,281,870 13.b.
(1) Noninterest bearing......................RCFN 6631 435,273 13.b.(1)
(2) Interest-bearing.........................RCFN 6636 12,846,597 13.b.(2)
14.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 IBFs:
a. Federal funds purchased...................... RCFD 0278 4,108,510 14.a.
b. Securities sold under agreements
to repurchase................................ RCFD 0279 1,405,589 14.b.
15.a. Demand notes issued to the U.S. Treasury RCON 2840 98,343 15.a.
b. Trading Liabilities.......................... RCFD 3548 8,276,459 15.b.
16.Other borrowed money:
a. With original maturity of one year or less... RCFD 2332 2,290,279 16.a.
b. With original maturity of more than one year. RCFD 2333 549,433 16.b.
17.Mortgage indebtedness and obligations under
capitalized leases.............................. RCFD 2910 280,522 17.
18.Bank's liability on acceptance executed
and outstanding................................. RCFD 2920 573,623 18.
19.Subordinated notes and debentures............... RCFD 3200 1,225,000 19.
20.Other liabilities (from Schedule RC-G).......... RCFD 2930 907,545 20.
21.Total liabilities (sum of items 13 through 20).. RCFD 2948 47,546,372 21.
22.Limited-Life preferred stock and related surplus RCFD 3282 0 22.
EQUITY CAPITAL
23.Perpetual preferred stock and related surplus... RCFD 3838 0 23.
24.Common stock.................................... RCFD 3230 200,858 24.
25.Surplus (exclude all surplus related to
preferred stock)................................ RCFD 3839 2,317,534 25.
26. a. Undivided profits and capital reserves...... RCFD 3632 582,210 26.a.
b. Net unrealized holding gains (losses)
on available-for-sale securities............ RCFD 8434 (806) 26.b.
27.Cumulative foreign currency translation
adjustments..................................... RCFD 3284 18 27.
28.Total equity capital (sum of items 23 through 27) RCFD 3210 3,099,814 28.
29.Total liabilities, limited-life preferred stock,
and equity capital (sum of items 21, 22, and 28) RCFD 3300 50,646,186 29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number
of the statement below that best describes
the most comprehensive level of auditing Number
work performed for the bank by independent
external auditors as of any date during 1993...........RCFD 6724 N/A M.1.
1 = Independent audit of the bank conducted in accordance with
generally accepted auditing standards by a certified public
accounting firm which submits a report on the bank
2 = Independent audit of the bank's parent holding company
conducted in accordance with generally accepted auditing
standards by a certified public accounting firm which
submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance
with generally accepted auditing standards by a certified
public accounting firm (may be required by sate chartering
authority)
4 = Directors' examination of the bank performed by other
external auditors (may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work.
_______________
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.