EXHIBIT 25(C)
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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THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(Jurisdiction of incorporation (I.R.S. Employer
if not a U.S. national bank) Identification No.)
One Wall Street, New York, New York 10286
(Address of principal executive offices) (Zip code)
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DPL INC.
(Exact name of obligor as specified in its charter)
Ohio 31-1163136
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Courthouse Plaza Southwest
Dayton, Ohio 45402
(Address of principal executive offices) (Zip code)
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GUARANTEE OF DPL INC. WITH RESPECT TO
8 1/8% CAPITAL SECURITIES OF DPL CAPITAL TRUST II
(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.
Superintendent of Banks of the 2 Rector Street, New York, N.Y. 10006
State of New York and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation 550 17th Street,
N.W., Washington, D.C. 20429
New York Clearing House Association New York, N.Y.
(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. (See Note on page 2.)
ITEM 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 Rule 24 of the
Commission's Rules of Practice.
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. 33-21672 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 Statement No. 33-44051.)
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* Pursuant to General Instruction B, the Trustee has responded only to Items 1,
2 and 16 of this form since to the best of the knowledge of the Trustee the
obligor is not in default under any indenture under which the Trustee is a
trustee.
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.
NOTE
Inasmuch as this Form T-1 is being filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the answer
to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
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 November, 2001.
THE BANK OF NEW YORK
By: /s/ PAUL J. SCHMALZEL
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Paul J. Schmalzel
Vice President
EXHIBIT 7
(Page 1 of 3)
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 36,636,115
Trading Assets ........................................................ 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
Goodwill ......................................................... 1,516,774
Other intangible assets .......................................... 118,954
Other assets .......................................................... 3,987,019
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Total assets........................................................... $ 74,127,718
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EXHIBIT 7
(Page 2 of 3)
LIABILITIES
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 2,574,844
sold under agreements to repurchase ..............................
Trading liabilities ................................................... 1,732,397
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized 1,755,445
leases) ......................................................
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 ........................
EQUITY CAPITAL
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
Total equity capital .................................................. 6,653,085
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Total liabilities, minority interest, and equity capital .............. $74,127,718
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EXHIBIT 7
(Page 3 of 3)
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
Senior Vice President and Comptroller
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 )