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.)
48 Wall Street, New York, New York 10286
(Address of principal executive offices) (Zip code)
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MINNESOTA POWER & LIGHT COMPANY
(Exact name of obligor as specified in its charter)
Minnesota 41-0418150
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
30 West Superior Street
Duluth, Minnesota 55802
(Address of principal executive offices) (Zip code)
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Minnesota Power & Light Company Guarantee with respect to
MP&L Capital I Cumulative Quarterly Income Preferred Securities*
(Title of the indenture securities)
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*Specific title to be determined in connection with sale of
MP&L Capital I Cumulative Quarterly Income Preferred 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.
State of New York 10006 and Albany, N.Y. 12203
Federal Reserve Bank of 33 Liberty Plaza, New York, N.Y.
New York 10045
Federal Deposit Insurance 550 17th Street, N.W., Washington,
Corporation D.C. 20429
New York Clearing House New York, N.Y.
Association
(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.)
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.
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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.
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 9th day of February, 1996.
THE BANK OF NEW YORK
By: /s/ Helen M. Cotiaux
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Helen M. Cotiaux
Vice President
EXHIBIT 7
(Page 1 of 3)
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries, a member of the Federal
Reserve System, at the close of business September 30, 1995,
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 . . . . . . . . . . . . . $ 1,736,715
Interest-bearing balances . . . . . . . . . . . . 891,776
Securities:
Held-to-maturity securities . . . . . . . . . . . 1,326,964
Available-for-sale securities . . . . . . . . . . 1,690,688
Federal funds sold in domestic
offices of the bank . . . . . . . . . . . . . . . 3,304,789
Loans and lease financing
receivables:
Loans and leases, net of unearned
income. . . . . . . 27,623,140
LESS: Allowance for loan and
lease losses. . . . . . 528,419
Loans and leases, net of unearned
income and allowance . . . . . . . . . . . . 27,094,721
Assets held in trading accounts . . . . . . . . . . 1,002,519
Premises and fixed assets (including
capitalized leases) . . . . . . . . . . . . . . . 609,515
Other real estate owned . . . . . . . . . . . . . . 72,559
Investments in unconsolidated subsid-
iaries and associated companies . . . . . . . . . 211,296
Customers' liability to this bank on
acceptances outstanding . . . . . . . . . . . . . 894,050
Intangible assets . . . . . . . . . . . . . . . . . 103,081
Other assets . . . . . . . . . . . . . . . . . . . 1,193,025
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Total assets . . . . . . . . . . . . . . . . . . . $40,131,698
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EXHIBIT 7
(Page 2 of 3)
LIABILITIES
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Deposits:
In domestic offices . . . . . . . . . . . . . . . $18,120,409
Noninterest-bearing. . .6,529,790
Interest-bearing. . . .11,590,619
In foreign offices, Edge and
Agreement subsidiaries, and IBFs . . . . . . . . 10,327,057
Noninterest-bearing. . . . 58,060
Interest-bearing. . . .10,268,997
Federal funds purchased and securities
sold under agreements to repurchase
in domestic offices of the bank and
of its Edge and Agreement subsid-
iaries, and in IBFs:
Federal funds purchased . . . . . . . . . . . . . 2,479,694
Securities sold under agreements
to repurchase . . . . . . . . . . . . . . . . . 27,450
Demand notes issued to the U.S.
Treasury . . . . . . . . . . . . . . . . . . . . 197,998
Trading liabilities . . . . . . . . . . . . . . . . 631,973
Other borrowed money:
With original maturity of one year or less . . . 1,339,183
With original maturity of more than
one year . . . . . . . . . . . . . . . . . . . 120,863
Bank's liability on acceptances
executed and outstanding . . . . . . . . . . . 899,417
Subordinated notes and debentures . . . . . . . . . 1,053,860
Other liabilities . . . . . . . . . . . . . . . . . 1,554,647
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Total liabilities . . . . . . . . . . . . . . . . . 36,752,551
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EQUITY CAPITAL
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Common stock . . . . . . . . . . . . . . . . . . . 942,284
Surplus . . . . . . . . . . . . . . . . . . . . . . 525,666
Undivided profits and capital
reserves . . . . . . . . . . . . . . . . . . . . 1,911,248
Net unrealized holding gains (losses)
on available-for-sale securities . . . . . . . . . 4,994
Cumulative foreign currency
translation adjustments . . . . . . . . . . . . . ( 5,045)
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Total equity capital . . . . . . . . . . . . . . . 3,379,147
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Total liabilities and equity capital . . . . . . . $40,131,698
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EXHIBIT 7
(Page 3 of 3)
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.
J. Carter Bacot )
Thomas A. Renyi ) Directors
Alan R. Griffith )