EXHIBIT 25(a)
Registration No. 333-
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) X .
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
LIBERTY BANK AND TRUST COMPANY OF TULSA,
NATIONAL ASSOCIATION
I.R.S. Employer Identification No. 73-0241869
(Formerly Named: The First National Bank
and Trust Company of Tulsa)
(Exact name of Trustee as specified in its Charter)
15 East Fifth Street, Tulsa, Oklahoma 74103
(Address and zip code of principal executive offices)
Craig R. Cunningham, Vice President and Trust Officer
15 East Fifth Street
Tulsa, Oklahoma 74103
(918) 586-5763
(Name, address and telephone number of
agent for service)
PUBLIC SERVICE COMPANY OF OKLAHOMA
I.R.S. Employer Identification No. 73-0410895
(Name of Obligor)
212 East Sixth Street
Tulsa, Oklahoma 74119-1212
(Address and zip code of principal executive offices)
Incorporated Under Laws of the State of Oklahoma
(State of Incorporation)
First Mortgage Bonds, Series X, ___ %, due _________ ,
together with all securities registered
pursuant to the delayed offering registration statement
(Title of the indenture securities)
Item 1. GENERAL INFORMATION
a) The Trustee is a national banking association
and subject to supervision and examination by:
(i) The Comptroller of the Currency;
(ii) The Board of Governors of the Federal
Reserve System;
(iii) The Federal Deposit Insurance
Corporation; and
(iv) The Oklahoma Banking Department
b) The Trustee is authorized to exercise trust
powers.
Item 2. AFFILIATIONS WITH THE OBLIGOR
The Trustee is not affiliated with the Obligor
within the meaning of the definition of such term in Rule
0-2 of the General Rules and Regulations under the Trust
Indenture Act of 1939, as amended ("Act").
Item 3. VOTING SECURITIES OF THE TRUSTEE
As of the close of business on January 31, 1996, the
issued and outstanding voting securities of the Trustee
consisted of:
Column A Column B
Title of Class Amount of Outstanding
Common Stock, 1,692,200 Shares
$10.00 par value
Item 4. TRUSTEESHIPS UNDER OTHER INDENTURES
The Trustee is the Trustee of the following
Securities of the Obligor:
a) Titles of the securities outstanding under each
such other indenture:
Public Service Company of Oklahoma First Mortgage
Bonds, Series J, 5-1/4%, due March 1, 1996
Public Service Company of Oklahoma First Mortgage
Bonds, Series K, 7-1/4%, due January 1, 1999
Public Service Company of Oklahoma First Mortgage
Bonds, Series L, 7-3/8%, due March 1, 2002
Public Service Company of Oklahoma First Mortgage
Bonds, Series M, 8-1/4%, due January 1, 2004
Public Service Company of Oklahoma First Mortgage
Bonds, Series N, 8-3/4%, due June 1, 2005
Public Service Company of Oklahoma First Mortgage
Bonds, Series R, 9%, due May 1, 2016
Public Service Company of Oklahoma First Mortgage
Bonds, Series S, 7-1/4%, due July 1, 2003.
Public Service Company of Oklahoma First Mortgage
Bonds, Series T, 7-3/8%, due December 1, 2004
Public Service Company of Oklahoma First Mortgage
Bonds, Series U, 6-1/4%, due April 1, 2003
Public Service Company of Oklahoma First Mortgage
Bonds, Series V, 7-3/8%, due April 1, 2023
Public Service Company of Oklahoma First Mortgage
Bonds, Series W, 6-1/2%, due June 1, 2005
Public Service Company of Oklahoma First Mortgage
Bonds, Series X, ________, due _______________
Public Service Company of Oklahoma Senior Notes,
_______%, due _________________
b) The following is a brief statement of the facts
relied upon as a basis for the claim that no conflicting
interest within the meaning of Section 316(b)(1) in the
Act arises as a result of the Trusteeship under any such
other indenture, including a statement of how the
indenture securities will rank as compared with the
securities issued under such other indentures.
First Mortgage Bonds listed above in answer to Item
4(a) are outstanding and secured by an Indenture dated
July 1, 1945 and various supplements thereto, which
Indenture and supplements have been executed on various
dates by Public Service Company of Oklahoma to The First
National Bank and Trust Company of Tulsa, or its
successor, Liberty Bank and Trust Company of Tulsa,
National Association, as Trustee. The First Mortgage
Bonds will be issued under said Indenture dated July 1,
1945, and Supplemental Indentures dated February 1, 1948;
April 1, 1951; March 1, 1953; February 1, 1954;
February 1, 1957; May 1, 1958; January 1, 1963; March 1,
1966; January 1, 1969; March 1, 1972; June 1, 1975;
June 1, 1979; December 1, 1979; March 1, 1983; May 1,
1986; July 1, 1992; December 1, 1992; April 1, 1993;
June 1, 1993 (all of which were heretofore qualified
under the Act) and a Supplemental Indenture to be dated
as of ______________, 1996. All of the above-described
securities are of equal rank.
Senior Notes listed above in answer to Item 4(a) are
outstanding and secured by an Indenture dated
___________, 1996 which Indenture has been executed by
Public Service Company of Oklahoma to Liberty Bank and
Trust Company of Tulsa, National Association, as Trustee.
Item 5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH
THE OBLIGOR OR UNDERWRITERS
Neither the Trustee nor any of its directors or
executive officers is a director, officer, partner,
employer, appointee or representative of the Obligor or
of any underwriter for the Obligor.
Item 6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR
ITS OFFICIALS
The Obligor and its directors and officers taken as
a group did not own beneficially as of the close of
business on January 31, 1996, more than 1 percent of the
outstanding voting securities of the Trustee.
Item 7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR
THEIR OFFICIALS.
No present single underwriter, its directors,
partners and executive officers owned beneficially as of
the close of business on January 31, 1996, as a group,
more than 1 percent of the outstanding voting securities
of the Trustee.
Item 8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE
As of the close of business on January 31, 1996, no
securities of the Obligor were owned beneficially by the
Trustee or held by it as collateral security for
obligations in default.
Item 9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE
As of the close of business January 31, 1996,
(See Note, page 6.)
Item 10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES
OF CERTAIN AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR
As of the close of business on January 31, 1996, the
Trustee did not own beneficially or hold as collateral
security for any obligation in default voting securities
of a person who, to its knowledge, (1) owns 10 percent or
more of the voting securities of the Obligor or (2) under
which any other securities of the Obligor are
outstanding. The other indentures of the Obligor for
which the Trustee is a trustee are listed under Item 4.
Item 11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF
A PERSON OWNING 50 PERCENT OR MORE OF THE VOTING
SECURITIES OF THE OBLIGOR
As of the close of business on January 31, 1996, the
Trustee did not own beneficially or hold as collateral
security for obligations in default any securities of a
person who, to the knowledge of the Trustee, owns 50
percent or more the voting securities of the Obligor.
Item 12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE
As of the close of business on January 31, 1996, the
Obligor was not indebted to the Trustee in respect of any
indebtedness to be reported under Item 12 and it had not
established any credit line or borrowing relationship
with the Trustee.
Item 13. DEFAULTS BY THE OBLIGOR
a) As of the close of business on January 31,
1996, there had not occurred any default on the part of
the Obligor in respect to the securities under this
indenture.
b) As of the close of business on January 31,
1996, there had not occurred any default on the part of
the Obligor under any other indenture.
NOTE
The answers to this statement insofar as such
answers relate to what persons have been underwriters for
any securities of the Obligor within three years prior to
the date of filing this statement, or are owners of 10
percent or more of the voting securities of the Obligor,
or affiliates, are based upon information in--writing
furnished to the Trustee by the Obligor, and upon which
the Trustee has relied for the purposes of this document.
Inasmuch as this statement is filed prior to the
determination of underwriters of the indenture
securities, the answers to Items 5, 7, 9, and 14 are
based on incomplete information. To the best of our
knowledge and belief, however, there is no person, firm
or corporation ordinarily engaged in underwriting
securities:
1) which is an affiliate of the Trustee;
2) of which any director or executive officer
of the Trustee is a director, partner,
employee, appointee or representative;
3) which individually owns, beneficially, or
whose directors, partners and executive
officers collectively own, beneficially,
more than 1 percent of the outstanding
Common Stock of the Trustee; or,
4) whose securities are owned beneficially by
the Trustee or held by the Trustee as
collateral security for obligations in
default.
This statement may therefore be considered as
correct unless amended contemporaneously with the filing
by the Obligor of the Amendment to its Registration
Statement disclosing underwriters for the indenture
securities.
Item 14. AFFILIATIONS WITH THE UNDERWRITERS
To the best knowledge and belief of the Trustee no
underwriter of securities of the Obligor is an affiliate
of the Trustee.
(See Note, page 6.)
Item 15. FOREIGN TRUSTEE
The Trustee is not a foreign trustee but a national
banking association organized and existing under the
banking laws of the United States of America.
Item 16. LIST OF EXHIBITS
Exhibit (1) The Articles of Association of the
Trustee as now in effect.
Exhibit (2)(a) The Certificate of Authority of the
Trustee to commence business
Exhibit (2)(b) The Certificate approving consolidation
Exhibit (3)(a) The authorization of the Trustee to
exercise corporate trust powers
Exhibit (3)(b) The authorization from the Federal
Reserve Bank to do Trustee business
Exhibit (4) The By-Laws of the Trustee as presently
in existence.
Note: Exhibits 1, 2, 3 and 4 are incorporated
herein by reference to the same numbers
in Registration No. 33-48650.
Exhibit (6) The consent of the Trustee required by
Section 321(b) of the Act.
Exhibit (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,
being as of the close of business on
December 31, 1995.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939, the Trustee, Liberty Bank and Trust Company of Tulsa,
National Association, 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
Tulsa, and State of Oklahoma, on the 15th day of February, 1996.
LIBERTY BANK AND TRUST COMPANY
OF TULSA, NATIONAL ASSOCIATION
By:/s/ CRAIG R. CUNNINGHAM
Craig R. Cunningham,
Vice President and Trust
Officer
EXHIBIT 6
February 15, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Pursuant to the provisions of the last sentence of the first
paragraph of subsection (b) of Section 321 of the Trust Indenture
Act of 1939, as amended, and subject to the conditions contained in
the second paragraph of said subsection (b), Liberty Bank and Trust
Company of Tulsa, N.A., a national banking association, hereby
consents, in connection with the qualification of the Supplemental
Indenture dated as of ______________, 1996, of Public Service
Company of Oklahoma First Mortgage Bonds, Series X, __________ %,
due ___________________ referred to in the Statement of Eligibility
filed by the undersigned under said Act, that reports of
examinations of it by Federal authorities and authorities of the
State of Oklahoma may be furnished by such authorities to the
Securities and Exchange Commission upon its request therefor.
Sincerely,
LIBERTY BANK AND TRUST COMPANY
OF TULSA, NATIONAL ASSOCIATION
By:/s/ CRAIG R. CUNNINGHAM
Craig R. Cunningham,
Vice President and Trust
Officer
EXHIBIT 7
A copy of the latest report of conditions of the
trustee published pursuant to law or the requirements of its
supervising or examining authority.
Liberty Bank and Trust Company of Tulsa
National Association
Balance Sheet
(Thousands)
ASSETS
1. Cash and balances due from depository institutions:
a. Noninterest-bearing balances and currency and coin(1).......... 74,316
b. Interest-bearing balances(2) .................................. 306
2. Securities:
a. Held-to-maturity securities.................................. 75,519
b. Available-for-sale securities ............................... 218,855
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 .......................................... 42,501
b. Securities purchased under agreements to resell ............. 16,000
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income ...........|560,685|
b. LESS: Allowance for loan and lease losses .........| 4,654|
c. LESS: Allowance transfer risk reserve .............| 0|
d. Loans and leases, net of unearned income,
allowance, and reserve (item 4.a minus 4.b and 4.c) ......... 556,031
5. Trading assets.................................................... 4,942
6. Premises and fixed assets (including capitalized leases).......... 12,116
7. Other real estate owned .......................................... 302
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M)..............................................
0
9. Customers' liability to this bank on acceptances outstanding .....
75
10. Intangible assets ................................................ 1,386
11. Other assets...................................................... 26,648
12. Total assets (sum of items 1 through 11)......................... 1,028,997
____________
(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
LIABILITIES
13. Deposits:
a. In domestic offices....................................... 729,980
(1) Noninterest-bearing(3) .................... | 207,585|
(2) Interest-bearing .......................... | 522,395|
b. In foreign offices, Edge and Agreement subsidiaries,
and IBFs................................................... 129,096
(1) Noninterest-bearing ....................... | 0|
(2) Interest-bearing .......................... | 129,096|
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 ..................................... 23,970
b. Securities sold under agreements to repurchase .............. 1,300
15. a. Demand notes issued to the U.S. Treasury .................... 13,017
b. Trading liabilities .........................................
0
16. Other borrowed money:
a. With original maturity of one year or less .................. 396
b. With original maturity of more than one year ................ 20,231
17. Mortgage indebtedness and obligations under capitalized
leases............................................................
0
18. Bank's liability on acceptances executed and outstanding..........
75
19. Subordinated notes and debentures ................................
0
20. Other liabilities ................................................ 15,557
21. Total liabilities (sum of items 13 through 20).................... 933,622
22. Limited life preferred stock and related surplus..................
0
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus..................... 10,000
24. Common stock...................................................... 16,922
25. Surplus (exclude all surplus related to preferred stock).......... 23,935
26. a. Undivided profits and capital reserves....................... 41,048
b. Net unrealized holding gains (losses) on available-for-sale
securities................................................. 3,470
27. Cumulative foreign currency translation adjustments...............
0
28. Total equity capital (sum of items 23 through 27)................. 95,375
29. Total liabilities, limited life preferred stock, and equity
capital (sum of items 21, 22, and 28)............................ 1,028,997
____________
(3) Includes total demand deposits and noninterest-bearing time and saving
deposits.