Exhibit 25(b)
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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TXU CAPITAL I
(Exact name of obligor as specified in its charter)
Delaware To Be Applied For
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Energy Plaza, 1601 Bryan Street
Dallas, Texas 75201
(Address of principal executive offices) (Zip code)
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TXU CAPITAL I TRUST SECURITIES*
(Title of the indenture securities)
*Specific title(s) to be determined in connection with issuance(s) of TXU
Capital I Trust 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. 10005
(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 2nd day of December, 1998.
THE BANK OF NEW YORK
By: /s/ REMO J. REALE
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Remo J. Reale
Assistant 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 June 30, 1998, 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........................................ $ 7,301,241
Interest-bearing balances...................................... 1,385,944
Securities:
Held-to-maturity securities.................................... 1,000,737
Available-for-sale securities.................................. 4,240,655
Federal funds sold and Securities
purchased under agreements to resell......................... 971,453
Loans and lease financing
receivables:
Loans and leases, net of unearned
income....................................... 38,788,269
LESS: Allowance for loan and
lease losses................................. 632,875
LESS: Allocated transfer risk
reserve....................................... 0
Loans and leases, net of unearned
income, allowance, and reserve............................... 38,155,394
Assets held in trading accounts.................................. 1,307,562
Premises and fixed assets (including
capitalized leases)............................................ 670,445
Other real estate owned.......................................... 13,598
Investments in unconsolidated subsid-
iaries and associated companies................................ 215,024
Customers' liability to this bank on
acceptances outstanding........................................ 974,237
Intangible assets................................................ 1,102,625
Other assets..................................................... 1,944,777
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Total assets..................................................... $59,283,692
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EXHIBIT 7
(Page 2 of 3)
LIABILITIES
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Deposits:
In domestic offices............................................ $26,930,258
Noninterest-bearing................................ 11,579,390
Interest-bearing................................... 15,350,868
In foreign offices, Edge and
Agreement subsidiaries, and IBFs............................... 16,117,854
Noninterest-bearing................................ 187,464
Interest-bearing................................... 15,930,390
Federal funds purchased and Securities
sold under agreements to repurchase ........................... 2,170,238
Demand notes issued to the U.S.
Treasury....................................................... 300,000
Trading liabilities.............................................. 1,310,867
Other borrowed money:
With remaining maturity of one year or less.................... 2,549,479
With remaining maturity of more than
one year through three years ................................ 0
With remaining maturity of more than
three years................................................ 46,654
Bank's liability on acceptances
executed and outstanding....................................... 983,398
Subordinated notes and debentures................................ 1,314,000
Other liabilities................................................ 2,295,520
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Total liabilities................................................ 54,018,268
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EQUITY CAPITAL
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Common stock..................................................... 1,135,284
Surplus.......................................................... 731,319
Undivided profits and capital
reserves....................................................... 3,385,227
Net unrealized holding gains (losses)
on available-for-sale securities............................... 51,233
Cumulative foreign currency
translation adjustments........................................ (37,639)
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Total equity capital............................................. 5,265,424
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Total liabilities and equity capital............................. $59,283,692
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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 )