Exhibit 25-B
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) / /
--------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of Principal executive offices) (zip code)
---------------
PENELEC CAPITAL TRUST
(Exact name of obligor as specified in its charter)
Delaware None
(State or other jurisdiciton of (I.R.S. employer)
incorporation or organization identification no.)
(Address of principal executive offices) (Zip code)
----------------------
Trust Securities
(Title of the indenture securities)
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
Superintendent of Banks of 2 Rector Street,
the State of New York New York, N.Y. 12203
Federal Reserve Bank of 33 Liberty Plaza
New York New York, N.Y. 10045
Federal Deposit Insurance Washington, D.C. 20429
Corporation
New York Clearing House New York, New York 10005
Association
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.If the obligor is an affiliate of the trustee,
describe each such affiliation.
None.
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as an exhibit hereto, pursuant to Rule
7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R.
229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No.
33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)
-2-
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.
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, 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 20th day of August, 1998.
THE BANK OF NEW YORK
By: /s/ Remo J. Reale
---------------------------
Name: Remo J. Reale
Title: Assistant Vice
President
-3-
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, 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 20th day of August, 1998.
THE BANK OF NEW YORK
By: /s/REMO J. REALE
---------------------------
Name: REMO J. REALE
Title: ASSISTANT VICE
PRESIDENT
-4-
EXHIBIT 7
Consolidated Report of Condition of THE BANK OF NEW YORK of 48 Wall Street, New
York, NY 10286 And Foreign and Domestic Subsidiaries a member of the Federal
Reserve System, at the close of business March 31, 1998, published in accordance
with a call made by the Federal Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.
ASSETS Dollar Amount In
Thousands
Cash and balances due from depository
institutions: Non interest bearing
balances and currency and coin $6,397,993
Interest-bearing balances 1,138,362
Securities:
Held-to-maturity securities 1,062,074
Available-for-sale securities 4,167,240
Federal Funds Sold And Securities
purchased under agreements to resell 391,650
Loans and lease financing receivables:
Loans and leases, net of unearned income 36,538,242
LESS: Allowance for loan and loan losss 631,725
LESS: Allocated transfer risk reserve 0
Loans and leases, net of unearned income,
allowance, and reserve 35,906,517
Assets held in trading accounts 2,145,149
Premises and fixed assets (including
capitalized leases) 663,928
Other real estate owned 10,895
Investment in unconsolidated subsidiaries
and associated companies 237,991
Customers' liability to this bank on
acceptances outstanding 992,747
Intangible assets 1,072,517
Other assets 1,643,173
---------
Total assets $55,830,236
==========
LIABILITIES
Deposits:
In domestic offices $24,849,054
Noninterest-bearing 10,011,422
Interest-bearing 14,837,632
In foreign offices, Edge and Agreement
subsidiaries, and IBFs 15,319,002
-5-
Noninterest-bearing 707,820
Interest-bearing 14,611,182
Federal funds purchased and Securities
sold under agreements to repurchase 1,906,066
Demand notes issued to the U.S. Treasury 215,985
Trading liabilities 1,591,288
Other borrowed money:
With remaining maturity of one year or less 1,991,119
With remainign maturity of more than one
year through three year 0
With remaining maturity of more than three
years 25,574
Bank's liability on acceptances executed
and outstanding 998,145
Subordinated notes and debentures 1,314,000
Other liabilities 2,421,281
Total liabilities 50,631,514
EQUITY CAPITAL
Common Stock 1,135,284
Surplus 731,319
Undivided profits and capital reserves 3,328,050
Net unrealized holding gains (losses) on
available-for-sale securities 40,198
Cumulative foreign currency translation
adjustments (36,121)
--------
Total equity capital 5,198,722
---------
Total liabilities and equity capital
$55,830,236
===========
I, Robert E. Keilman, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Robert E. Keilman
We the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Ranyi
Alan R. Griffith Directors
J. Carter Bacot
-6-