Exhibit 25.1
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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)
SENIOR NOTES
(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 7, 1990, Certificate of Amendment of the
Organization Certificate of Bankers Trust Company dated June
21, 1995 - Incorporated herein by reference to Exhibit 1 filed
with Form T-1 Statement, Registration No. 33-65171,
Certificate of Amendment of the Organization Certificate of
Bankers Trust Company dated March 20, 1996, incorporate by
referenced to Exhibit 1 filed with Form T-1 Statement,
Registration No. 333-25843 and Certificate of Amendment of the
Organization Certificate of Bankers Trust Company dated
September 17, 1997, copy attached.
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, as amended on
February 18, 1997, Incorporated herein by reference to Exhibit
4 filed with Form T-1 Statement, Registration No.
333-24509-01.
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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 - The latest report of condition of Bankers Trust Company
dated as of September 30, 1997. Copy attached.
Exhibit 8 - Not Applicable.
Exhibit 9 - Not Applicable.
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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 27th day
of January, 1998.
BANKERS TRUST COMPANY
By: James C. McDonough
James C. McDonough
Vice President
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Legal Title of Bank: Bankers Trust Company Call Date: 09/30/97 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 for September 30, 1997
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
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 1,526,000 1.a.
b. Interest-bearing balances (2) ........................................ 0071 2,591,000 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 3,903,000 2.b.
3. Federal funds sold and securities purchased under agreements to resell..... 1350 29,339,000 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned
income (from Schedule RC-C).................RCFD 2122 19,343,000 4.a.
b. LESS: Allowance for loan and lease losses.RCFD 3123 723,000 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 18,620,000 4.d.
5. Trading Assets (from schedule RC-D) ..................................... 3545 43,032,000 5.
6. Premises and fixed assets (including capitalized leases) ................. 2145 766,000 6.
7. Other real estate owned (from Schedule RC-M) ............................. 2150 186,000 7.
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M) ..................................................... 2130 59,000 8.
9. Customers' liability to this bank on acceptances outstanding ............. 2155 703,000 9.
10.Intangible assets (from Schedule RC-M) ................................... 2143 84,000 10.
11.Other assets (from Schedule RC-F) ........................................ 2160 5,343,000 11.
12. Total assets (sum of items 1 through 11) .............................. 2170 106,152,000 12.
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(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
Legal Title of Bank: Bankers Trust Company Call Date: 09/30/97 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 22,016,000 13.a.
(1) Noninterest-bearing(1) ....RCON 6631 2,272,000 13.a.(1)
(2) Interest-bearing ...........RCON 6636 19,744,000 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E part II) RCFN 2200 26,396,000 13.b.
(1) Noninterest-bearing .......RCFN 6631 1,304,000 13.b.(1)
(2) Interest-bearing ..........RCFN 6636 25,092,000 13.b.(2)
14. Federal funds purchased and securities sold under agreements
to repurchase RCFD 2800 11,779,000 14.
15. a. Demand notes issued to the U.S. Treasury ........................ RCON 2840 0 15.a.
b. Trading liabilities (from Schedule RC-D)......................... RCFD 3548 23,059,000 15.b.
16. Other borrowed money (includes mortgage indebtedness and obligations
under capitalized leases):
a. With a remaining maturity of one year or less ................... RCFD 2332 6,391,000 16.a.
b. With a remaining maturity of more than one year through
three years...................................................... A547 369,000 16.b.
c. With a remaining maturity of more than three years............... A548 3,176,000 16.c
17. Not Applicable. 17.
18. Bank's liability on acceptances executed and outstanding ............. RCFD 2920 703,000 18.
19. Subordinated notes and debentures (2)................................. RCFD 3200 1,250,000 19.
20. Other liabilities (from Schedule RC-G) ............................... RCFD 2930 5,222,000 20.
21. Total liabilities (sum of items 13 through 20) ....................... RCFD 2948 100,361,000 21.
22. Not Applicable 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus ........................ RCFD 3838 1,000,000 23.
24. Common stock ......................................................... RCFD 3230 1,202,000 24.
25. Surplus (exclude all surplus related to preferred stock) ............. RCFD 3839 540,000 25.
26. a. Undivided profits and capital reserves .......................... RCFD 3632 3,409,000 26.a.
b. Net unrealized holding gains (losses) on available-for-sale
securities ...................................................... RCFD 8434 15,000 26.b.
27. Cumulative foreign currency translation adjustments .................. RCFD 3284 (375,000) 27.
28. Total equity capital (sum of items 23 through 27) .................... RCFD 3210 5,791,000 28.
29. Total liabilities and equity capital (sum of items 21 and 28)......... RCFD 3300 106,152,000 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 Number
auditors as of any date during 1996.............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.
(2) Includes limited-life preferred stock and related surplus.
State of New York,
Banking Department
I, MANUEL KURSKY, Deputy Superintendent of Bank of the State of New
York, DO HEREBY APPROVE the annexed Certificate entitled "CERTIFICATE OF
AMENDMENT OF THE ORGANIZATION CERTIFICATE OF BANKERS TRUST COMPANY Under Section
8005 of the Banking Law," dated September 17, 1997, providing for an increase in
authorized capital stock from $2,001,666,670 consisting of 100,166,667 shares
with a par value of $10 each designated as Common Stock and 500 shares with a
par value of $1,000,000 each designated as Series Preferred Stock to
$2,201,666,670 consisting of 120,166,667 shares with a par value of $10 each
designated as Common Stock and 1,000 shares with a par value of $1,000,000 each
designated as Series Preferred Stock.
Witness, my hand and official seal of the Banking Department at the
City of New York,
this 26th day of September in the Year of our Lord
one thousand nine hundred and ninety-seven.
Manuel Kursky
Deputy Superintendent of Banks
CERTIFICATE OF AMENDMENT
OF THE
ORGANIZATION CERTIFICATE
OF BANKERS TRUST
Under Section 8005 of the Banking Law
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We, James T. Byrne, Jr. and Lea Lahtinen, being respectively a Managing
Director and an Assistant Secretary of Bankers Trust Company, do hereby certify:
1. The name of the corporation is Bankers Trust Company.
2. The organization certificate of said corporation was filed by the
Superintendent of Banks on the 5th of march, 1903.
3. The organization certificate as heretofore amended is hereby amended
to increase the aggregate number of shares which the corporation shall have
authority to issue and to increase the amount of its authorized capital stock in
conformity therewith.
4. Article III of the organization certificate with reference to the
authorized capital stock, the number of shares into which the capital stock
shall be divided, the par value of the shares and the capital stock outstanding,
which reads as follows:
"III. The amount of capital stock which the corporation is hereafter to
have is Two Billion One Million, Six Hundred Sixty-Six Thousand, Six
Hundred Seventy Dollars ($2,001,666,670), divided into One Hundred
Million, One Hundred Sixty-Six Thousand, Six Hundred Sixty-Seven
(100,166,667) shares with a par value of $10 each designated as Common
Stock and 1000 shares with a par value of One Million Dollars
($1,000,000) each designated as Series Preferred Stock."
is hereby amended to read as follows:
"III. The amount of capital stock which the corporation is hereafter to
have is Two Billion, Two Hundred and One Million, Six Hundred Sixty-Six
Thousand, Six Hundred Seventy Dollars ($2,201,666,670), divided into
One Hundred Twenty Million, One Hundred Sixty-Six Thousand, Six Hundred
Sixty-Seven (120,166,667) shares with a par value of $10 each
designated as Common Stock and 1000 shares with a par value of One
Million Dollars ($1,000,000) each designated as Series Preferred
Stock."
6. The foregoing amendment of the organization certificate was
authorized by unanimous written consent signed by the holder of all outstanding
shares entitled to vote thereon.
IN WITNESS WHEREOF, we have made and subscribed this certificate this
17th day of September, 1997.
James T. Byrne, Jr.
James T. Byrne, Jr.
Managing Director
Lea Lahtinen
Lea Lahtinen
Assistant Secretary
State of New York )
) ss:
County of New York )
Lea Lahtinen, being fully sworn, deposes and says that she is an
Assistant Secretary of Bankers Trust Company, the corporation described in the
foregoing certificate; that she has read the foregoing certificate and knows the
contents thereof, and that the statements herein contained are true.
Lea Lahtinen
Lea Lahtinen
Sworn to before me this 17th day of September, 1997.
Josephine A. Monti
Notary Public
JOSEPHINE A. MONTI
Notary Public State of New York
No. 52-4519901
Qualified in New York County
Commission Expires October 19, 1997