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
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT
TO SECTION 305(b)(2) ___________
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BANKERS TRUST COMPANY
(Exact name of trustee as specified in its charter)
NEW YORK 13-4941247
(Jurisdiction of Incorporation or (I.R.S. Employer
organization if not a U.S. national bank) Identification no.)
FOUR ALBANY STREET
NEW YORK, NEW YORK 10006
(Address of principal (Zip Code)
executive offices)
Bankers Trust Company
Legal Department
130 Liberty Street, 31st Floor
New York, New York 10006
(212) 250-2201
(Name, address and telephone number of agent for service)
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Mississippi Power Company
(Exact name of obligor as specified in its charter)
MISSISSIPPI 64-0205820
(State or other jurisdiction of (I.R.S. employer
Incorporation or organization) Identification no.)
2992 West Beach
Gulfport, Mississippi 39501
(Address of principal executive offices) (Zip Code)
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First Mortgage Bond, 6 7/8% Series Due December 1, 2025 (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.
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 7, 1990
and Certificate of Amendment of the
Organization Certificate of Bankers Trust
Company dated March 28, 1994 Incorporated
herein by reference to Exhibit 1 filed with
Form T-1 Statement, Registration No.
33-79862.
Exhibit 2 - Certificate of Authority to commence
business - Incorporated herein by reference
to Exhibit 2 filed with Form T-1 Statement,
Registration No. 33-21047.
Exhibit 3 - Authorization of the Trustee to exercise
corporate trust powers - Incorporated herein
by reference to Exhibit 2 filed with Form
T-1 Statement, Registration No. 33-21047.
Exhibit 4 - Existing By-Laws of Bankers Trust
Company, dated as amended on September 21,
1993. Incorporated herein by reference to
Exhibit 4 filed with Form T-1 Statement,
Registration No. 33-52359.
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Exhibit 5 - Not applicable.
Exhibit 6 - Consent of Bankers Trust Company
required by Section 321(b) of the Act. -
Incorporated herein by reference to Exhibit
4 filed with Form T-1 Statement,
Registration No. 22-18864.
Exhibit 7 - A copy of the latest report of condition of
Bankers Trust Company dated as of September
30, 1995.
Exhibit 8 - Not Applicable.
Exhibit 9 - Not Applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bankers Trust Company, 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 14th day
of December, 1995.
BANKERS TRUST COMPANY
By: James C. McDonough
James C. McDonough
Assistant Vice President
Legal Title of Bank:
Bankers Trust Company Call Date: 9/30/95 ST-BK: 36-4840 FFIEC 031
Address:
130 Liberty Street Vendor ID: D CERT: 00623 Page RC-1
City, State ZIP: New York, NY 10006 11
FDIC Certificate No.: | 0 | 0 | 6 | 2 | 3
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks September 30, 1995
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, reported the amount outstanding as of the last business day of the
quarter.
Schedule RC--Balance Sheet
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| C400 |
Dollar Amounts in 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 1,690,000 1.a.
b. Interest-bearing balances(2)............... 0071 1,531,000 1.b.
2. Securities:
a. Held-to-maturity securities
(from Schedule RC-B, column A) ........... 1754 0 2.a.
b. Available-for-sale securities
(from Schedule RC-B, column D)............ 1773 4,104,000 2.b.
3 Federal funds sold and securities purchased
under agreements to resell in domestic offices
of the bank and of its Edge and Agreement
subsidiaries, and in IBFs:
a. Federal funds sold ....................... 0276 3,475,000 3.a.
b. Securities purchased under agreements
to resell ................................ 0277 792,000 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of
unearned income(from
Schedule RC-C) RCFD 2122 21,152,000 4.a.
b. LESS: Allowance for
loan and lease
losses.........RCFD 3123 981,000 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 20,171,000 4.d.
5. Trading assets (from Schedule RC-D).......... 3545 37,469,000 5.
6. Premises and fixed assets
(including capitalized leases)............... 2145 839,000 6.
7. Other real estate owned (from Schedule RC-M). 2150 257,000 7.
8. Investments in unconsolidated
subsidiaries and associated companies
(from Schedule RC-M)......................... 2130 243,000 8.
9. Customers' liability to this bank on
acceptances outstanding ..................... 2155 461,000 9.
10.Intangible assets (from Schedule RC-M) ..... 2143 10,000 10.
11.Other assets (from Schedule RC-F)............ 2160 10,351,000 11.
12.Total assets (sum of items 1 through 11)..... 2170 81,393,000 12.
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(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:
Bankers Trust Company Call Date: 9/30/95 ST-BK: 36-4840 FFIEC 031
Address:
130 Liberty Street Vendor ID: D CERT: 00623 Page RC-2
City, State ZIP: New York, NY 10006 12
FDIC Certificate No.: | 0 | 0 | 6 | 2 | 3
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 I)............................RCON 2200 7,445,000 13.a.
(1) Noninterest
-bearing(1).....RCON 6631 3,025,000 13.a.(1)
(2) Interest
-bearing.. .....RCON 6636 4,420,000 13.a.(2)
b. In foreign offices, Edge and Agreement
subsidiaries, and IBFs (from Schedule
RC-E part II)............................RCFN 2200 20,135,000 13.b.
(1) Noninterest
-bearing........RCFN 6631 533,000 13.b.(1)
(2) Interest
-bearing........RCFN 6636 19,602,000 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 4,021,000 14.a.
b. Securities sold under agreements
to repurchase............................RCFD 0279 1,472,000 14.b.
15. a. Demand notes issued to the U.S. Treasury.RCON 2840 0 15.a.
b. Trading liabilities .....................RCFD 3548 20,282,000 15.b.
16. Other borrowed money:
a. With original maturity of one year
or less .................................RCFD 2332 10,242,000 16.a.
b. With original maturity of more than
one year ................................RCFD 2333 3,196,000 16.b.
17. Mortgage indebtedness and obligations
under capitalized leases....................RCFD 2910 35,000 17.
18. Bank's liability on acceptances executed
and outstanding ............................RCFD 2920 461,000 18.
19. Subordinated notes and debentures ..........RCFD 3200 1,226,000 19.
20. Other liabilities (from Schedule RC-G)......RCFD 2930 8,663,000 20.
21. Total liabilities (sum of items 13
through 20)................................RCFD 2948 77,178,000 21.
22. Limited-life preferred stock and related
surplus.....................................RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related
surplus ....................................RCFD 3838 400,000 23.
24. Common stock ...............................RCFD 3230 852,000 24.
25. Surplus (exclude all surplus related to
preferred stock) ...........................RCFD 3839 528,000 25.
26. a. Undivided profits and capital reserves...RCFD 3632 2,794,000 26.a.
b. Net unrealized holding gains (losses)
on available-for-sale securities.........RCFD 8434 6,000 26.b.
27. Cumulative foreign currency translation
adjustments.................................RCFD 3284 ( 365,000) 27.
28. Total equity capital (sum of items
23 through 27)..............................RCFD 3210 4,215,000 28.
29. Total liabilities, limited-life preferred
stock, and equity capital (sum of items 21,
22, and 28).................................RCFD 3300 81,393,000 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 work performed for
the bank by independent external auditors as of any date during 1994
Number
......................................... 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 state 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
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(1) Including total demand deposits and noninterest-bearing time and
savings deposits.