EXHIBIT 25
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
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CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)
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THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
NEW YORK
(State of incorporation if not a U.S. national bank)
13-5160382
(I.R.S. employer identification no.)
One Wall Street, New York, New York 10286
(Address of principal executive offices) (Zip Code)
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The Bank of New York
10161 Centurion Parkway
Jacksonville, Florida 32256
Attn: Mr. Derek Kettel
(904) 998-4716
(Name, address and telephone number of agent for service)
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Alabama Gas Corporation
(Exact name of obligor as specified in its charter)
ALABAMA 63-0022000
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
605 RICHARD ARRINGTON JR. BLVD NORTH
BIRMINGHAM, ALABAMA 35203-2707
(205) 326-8100
(Address, zip code and telephone number of
principal executive offices)
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NOTES
(Title of the indenture securities)
1. General Information.
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Furnish the following information as to the trustee--
(a) Name and address of each examining or supervising authority to which
it is subject.
Superintendent of Banks of the State of New York
2 Rector Street
New York, N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York
33 Liberty Plaza
New York, N.Y. 10045
Federal Deposit Insurance Corporation
Washington, D.C. 20429
New York Clearing House Association
New York, N.Y. 10005
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with Obligor.
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If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
3-15 Not Applicable
16. List of Exhibits.
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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 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. 33-21672 and Exhibit 1 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 No. 33-44051.)
(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.
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 Jacksonville and the
State of Florida, on the 15th day of August, 2001.
THE BANK OF NEW YORK
By: /s/ Derek Kettel
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Derek Kettel, Agent
EXHIBIT 6 TO FORM T-1
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, in connection with the proposed issuance of Alabama Gas Corporation
Notes, The Bank of New York hereby consents that reports of examinations by
Federal, State, Territorial or District Authorities may be furnished by such
authorities to the Securities and Exchange Commission upon request therefor.
THE BANK OF NEW YORK
By: /s/ Derek Kettel
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Derek Kettel, Agent
EXHIBIT 7 TO FORM T-1
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries, a member of the Federal Reserve
System, at the close of business June 30, 2001, published in accordance with a
call made by the Federal Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS in Thousands
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Cash and balances due from
depository institutions:
Noninterest-bearing balances
and currency and coin..................... $ 3,946,551
Interest-bearing balances.................. 5,454,795
Securities:
Held-to-maturity securities................ 127,189
Available-for-sale securities.............. 8,367,798
Federal funds sold and securities
purchased under agreements to resell....... 2,578,045
Loans and lease financing receivables:
Loans and leases held for sale............. 15,750
Loans and leases,
net of unearned income.................... 37,240,401
LESS: Allowance for loan and
lease losses.............................. 604,286
Loans and leases, net of unearned
income and allowance and reserve.......... 36,636,115
Assets held in trading accounts................. 9,717,521
Premises and fixed assets (including
capitalized leases)........................ 777,125
Other real estate owned......................... 1,190
Investments in unconsolidated
subsidiaries and associated
companies.................................. 197,938
Customers' liability to this bank
on acceptances outstanding................. 684,954
Intangible assets............................... 1,635,728
Other assets.................................... 3,987,019
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Total assets.................................... $74,127,718
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LIABILITIES
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Deposits:
In domestic offices........................ $27,176,888
Noninterest-bearing........................ 11,540,657
Interest-bearing........................... 15,636,231
In foreign offices, Edge and
Agreement subsidiaries, and IBFs.......... 26,457,350
Noninterest-bearing........................ 462,578
Interest-bearing........................... 25,994,772
Federal funds purchased and securities
sold under agreements to repurchase........ 2,574,844
Trading liabilities............................. 1,732,397
Other borrowed money:
(includes mortgage indebtedness
and obligations under capitalized
leases).................................... 1,755,445
Bank's liability on acceptances
executed and outstanding.................. 689,067
Subordinated notes and debentures............... 1,646,000
Other liabilities............................... 5,441,990
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Total liabilities............................... 67,473,981
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Minority interest in consolidated subsidiaries.. 652
EQUITY CAPITAL
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Perpetual preferred stock and related surplus... 0
Common stock.................................... 1,135,284
Surplus......................................... 1,050,729
Retained earnings............................... 4,480,524
Accumulated other comprehensive
income..................................... (13,452)
Other equity capital components................. 0
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Total equity capital............................ 6,653,085
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Total liabilities and equity capital............ $74,127,718
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I, Thomas J. Mastro, 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.
Thomas J. Mastro
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. Renyi )
Gerald L. Hassell ) Directors
Alan R. Griffith )