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 (I.R.S. Employer
incorporation if not a Identification No.)
U.S. national bank)
One Wall Street 10286
New York, New York (Zip code)
(Address of principal
executive offices)
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TXU EASTERN FUNDING COMPANY
(Exact name of obligor as specified in its charter)
England and Wales 98-0203668
(State or other (I.R.S. Employer
jurisdiction of incorporation Identification No.)
or organization)
Crown House WC2B 4Ax
51 Aldwych (Zip code)
London, England
(Address of principal
executive offices)
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TXU EASTERN HOLDINGS LIMITED
(Exact name of obligor as specified in its charter)
England and Wales 98-0188080
(State or other (I.R.S. Employer
jurisdiction of incorporation Identification No.)
or organization)
Crown House WC2B 4AX
51 Aldwych (Zip code)
London, England
(Address of principal
executive offices)
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6.15% EXCHANGE SENIOR NOTES DUE MAY 15, 2002
6.45% EXCHANGE SENIOR NOTES DUE MAY 15, 2005
6.75% EXCHANGE SENIOR NOTES DUE MAY 15, 2009
(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 2 Rector Street,
of the State of New York New York, N.Y 10006
and Albany, N.Y. 12203
Federal Reserve Bank of New 33 Liberty Plaza,
York New York, N.Y. 10045
Federal Deposit Insurance 550 17th Street, N.W.,
Corporation Washington, D.C. 20429
New York Clearing House New York, N.Y. 10005
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 17 C.F.R. S.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 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 24th day of June, 1999.
THE BANK OF NEW YORK
By: /s/ WALTER N. GITLIN
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Walter N. Gitlin
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 March 31, 1999,
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 . . . . . . . . . . . . . $ 4,508,742
Interest-bearing balances . . . . . . . . . . . . 4,425,071
Securities:
Held-to-maturity securities . . . . . . . . . . . 836,304
Available-for-sale securities . . . . . . . . . . 4,047,851
Federal funds sold and Securities
purchased under agreements to resell . . . . . 1,743,269
Loans and lease financing
receivables:
Loans and leases, net of unearned
income . . . . . . . . . . . . . . 39,349,679
LESS: Allowance for loan and
lease losses . . . . . . . . . . . 603,025
LESS: Allocated transfer risk
reserve . . . . . . . . . . . . . 15,906
Loans and leases, net of unearned
income, allowance, and reserve . . . . . . . . 38,730,748
Trading Assets . . . . . . . . . . . . . . . . . . 1,571,372
Premises and fixed assets (including
capitalized leases) . . . . . . . . . . . . . . . 685,674
Other real estate owned . . . . . . . . . . . . . . 10,331
Investments in unconsolidated subsid-
iaries and associated companies . . . . . . . . . 182,449
Customers' liability to this bank on
acceptances outstanding . . . . . . . . . . . . 1,184,822
Intangible assets . . . . . . . . . . . . . . . . . 1,129,636
Other assets . . . . . . . . . . . . . . . . . . . 2,632,309
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Total assets . . . . . . . . . . . . . . . . . . . $61,688,578
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EXHIBIT 7
(Page 2 of 3)
LIABILITIES
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Deposits:
In domestic offices . . . . . . . . . . . . . . . $25,731,036
Noninterest-bearing . . . . . . . . 10,252,589
Interest-bearing . . . . . . . . . 15,478,447
In foreign offices, Edge and
Agreement subsidiaries, and IBFs . . . . . . . . 18,756,302
Noninterest-bearing . . . . . . . . 111,386
Interest-bearing . . . . . . . . . 18,644,916
Federal funds purchased and Securities
sold under agreements to repurchase . . . . . . 3,276,362
Demand notes issued to the U.S.
Treasury . . . . . . . . . . . . . . . . . . . . 230,671
Trading liabilities . . . . . . . . . . . . . . . . 1,554,493
Other borrowed money:
With remaining maturity of one year or less . . . 1,154,502
With remaining maturity of more than
one year through three years . . . . . . . . . 465
With remaining maturity of more than
three years . . . . . . . . . . . . . . . . . . 31,080
Bank's liability on acceptances
executed and outstanding . . . . . . . . . . . . 1,185,364
Subordinated notes and debentures . . . . . . . . . 1,308,000
Other liabilities . . . . . . . . . . . . . . . . . 2,743,590
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Total liabilities . . . . . . . . . . . . . . . . . 55,971,865
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EQUITY CAPITAL
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Common stock . . . . . . . . . . . . . . . . . . . 1,135,284
Surplus . . . . . . . . . . . . . . . . . . . . . . 764,443
Undivided profits and capital
reserves . . . . . . . . . . . . . . . . . . . . 3,807,697
Net unrealized holding gains (losses)
on available-for-sale securities . . . . . . . . 44,106
Cumulative foreign currency
translation adjustments . . . . . . . . . . . . . (34,817)
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Total equity capital . . . . . . . . . . . . . . . 5,716,713
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Total liabilities and equity capital . . . . . . . $61,688,578
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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
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 )
Alan R. Griffith ) Directors
Gerald L. Hassell )