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 CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 Park Avenue 10017
New York, New York (Zip Code)
(Address of principal executive offices)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
____________________________________________
KEYSPAN GAS EAST CORPORATION
KEYSPAN CORPORATION
(Exact name of obligor as specified in its charter)
New York 11-3431358
(State or other jurisdiction of 11-3434848
incorporation or organization) (I.R.S. employer
identification No.)
175 East Old Country Road, Hicksville NY 11801
11801 11201
One MetroTech Center, Brooklyn NY (Zip Code)
(Address of principal executive offices)
Debt Securities
(Title of the indenture securities)
GENERAL
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.
New York State Banking Department, State House, Albany,
New York 12110.
Board of Governors of the Federal Reserve System,
Washington, D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33
Liberty Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C.,
20429.
(b) Whether it is authorized to exercise corporate trust
powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each
such affiliation.
None.
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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 as
now in effect, including the Organization Certificate and the
Certificates of Amendment dated February 17, 1969, August 31, 1977,
December 31, 1980, September 9, 1982, February 28, 1985, December 2, 1991
and July 10, 1996 (see Exhibit 1 to Form T-1 filed in connection with
Registration Statement No. 333-06249, which is incorporated by
reference).
2. A copy of the Certificate of Authority of the Trustee to
Commence Business (see Exhibit 2 to Form T-1 filed in connection with
Registration Statement No. 33-50010, which is incorporated by reference.
On July 14, 1996, in connection with the merger of Chemical Bank and The
Chase Manhattan Bank (National Association), Chemical Bank, the surviving
corporation, was renamed The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers
being contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit
4 to Form T-1 filed in connection with Registration Statement No. 333-
06249, which is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of
the Act (see Exhibit 6 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14,
1996, in connection with the merger of Chemical Bank and The Chase
Manhattan Bank (National Association), Chemical Bank, the surviving
corporation, was renamed The Chase Manhattan Bank).
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.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939 the Trustee, The Chase Manhattan Bank, 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 7th day of January, 2000.
THE CHASE MANHATTAN BANK
By
-------------------------------
F. Springer
Assistant Vice President
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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 as
now in effect, including the Organization Certificate and the
Certificates of Amendment dated February 17, 1969, August 31, 1977,
December 31, 1980, September 9, 1982, February 28, 1985, December 2, 1991
and July 10, 1996 (see Exhibit 1 to Form T-1 filed in connection with
Registration Statement No. 333-06249, which is incorporated by
reference).
2. A copy of the Certificate of Authority of the Trustee to
Commence Business (see Exhibit 2 to Form T-1 filed in connection with
Registration Statement No. 33-50010, which is incorporated by reference.
On July 14, 1996, in connection with the merger of Chemical Bank and The
Chase Manhattan Bank (National Association), Chemical Bank, the surviving
corporation, was renamed The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers
being contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit
4 to Form T-1 filed in connection with Registration Statement No. 333-
06249, which is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of
the Act (see Exhibit 6 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14,
1996, in connection with the merger of Chemical Bank and The Chase
Manhattan Bank (National Association), Chemical Bank, the surviving
corporation, was renamed The Chase Manhattan Bank).
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.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939 the Trustee, The Chase Manhattan Bank, 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 7th day of January, 2000.
THE CHASE MANHATTAN BANK
By
-------------------------------
F. Springer
Assistant Vice President
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Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business September 30, 1999, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
Dollars Amounts
ASSETS in Millions
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin . . . . . . . . . . . . . $13,497
Interest-bearing balances . . . . . . . . . . . . . . . . . . . . . . . . . . 6,388
Securities:
Held to maturity securities . . . . . . . . . . . . . . . . . . . . . . . . . . 798
Available for sale securities . . . . . . . . . . . . . . . . . . . . . . . . . 48,655
Federal funds sold and securities purchased under agreement to resell . . . . . 30,373
Loans and lease financing receivables:
Loans and leases, net of unearned income . . . . . . . . . . . . $132,392
Less: Allowance for loan and lease losses . . . . . . . . . . . 2,463
Less: Allocated transfer risk reserve . . . . . . . . . . . . . 0
--------
Loans and leases, net of unearned income, allowance, and reserve . . . . . . . 129,929
Trading Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47,413
Premises and fixed assets (including capitalized leases) . . . . . . . . . . . 3,287
Other real estate owned . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Investments in unconsolidated subsidiaries and associated companies . . . . . . 185
Customers' liability to this bank on acceptances outstanding . . . . . . . . . 716
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,693
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,430
--------
TOTAL ASSETS $299,390
LIABILITY
Deposits
In domestic offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $100,324
Noninterest-bearing . . . . . . . . . . . . . . . . . . . . . . . $41,601
Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . 58,723
--------
In foreign offices, Edge and Agreement subsidiaries and IBF's . . . . . . . . 88,064
Noninterest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,363
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Interest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81,701
Federal funds purchased and securities sold under agreements to repurchase . . 35,773
Demand notes issued to the U.S. Treasury . . . . . . . . . . . . . . . . . . . 892
Trading liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,565
Other borrowed money (includes mortgage indebtedness and obligations
under capitalized leases):
With a remaining maturity of one year or less . . . . . . . . . . . . . . . . 4,434
With a remaining maturity of more than one year through three years . . . . . 14
With a remaining maturity of more than three years . . . . . . . . . . . . . 97
Bank's liability on acceptances executed and outstanding . . . . . . . . . . . 716
Subordinated notes and debentures . . . . . . . . . . . . . . . . . . . . . . . 5,429
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,457
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 280,765
--------
EQUITY CAPITAL
Perpetual preferred stock and related surplus . . . . . . . . . . . . . . . . . 0
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,211
Surplus (exclude all surplus related to preferred stock) . . . . . . . . . . . 11,016
Undivided profits and capital reserves . . . . . . . . . . . . . . . . . . . . 7,333
Net unrealized holding gains (losses)on available-for-sale securities . . . . . (951)
Accumulated net gains (losses) on cash flow hedges . . . . . . . . . . . . . . 0
Cumulative foreign currency translation adjustments . . . . . . . . . . . . . . 16
TOTAL EQUITY CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,625
--------
TOTAL LIABILITIES AND EQUITY CAPITAL . . . . . . . . . . . . . . . . . . . . . $299,390
========
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do
hereby declare that this Report of Condition has been prepared in
conformance with the instructions issued by the appropriate Federal
regulatory authority and is true to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
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 appropriate Federal regulatory authority and
is true and correct.
WALTER V. SHIPLEY )
WILLIAM B. HARRISON, JR. ) DIRECTORS
SUSAN V. BERRESFORD )
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