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 EUROPE LIMITED
(Exact name of obligor as specified in its charter)
England and Wales 98-0188080
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
The Adelphi
1-11 John Adam Street
London, England WC2N 6HT
(Address of principal executive offices) (Zip code)
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TXU EUROPE LIMITED GUARANTEE WITH RESPECT TO UNSECURED SUBORDINATED DEBT
SECURITIES OF ONE OR MORE ELIGIBLE SUBSIDIARIES OF TXU EUROPE LIMITED*
(Title of the securities)
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* Specific title to be determined in connection with sale of Unsecured
Subordinated Debt Securities of one or more eligible subsidiaries of TXU Europe
Limited.
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.
New York Clearing House Association 20429
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 17 C.F.R.
ss.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 21st day of December, 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 September 30, 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....................................... $ 6,394,412
Interest-bearing balances..................................... 3,966,749
Securities:
Held-to-maturity securities.................................... 805,227
Available-for-sale securities.................................. 4,152,260
Federal funds sold and Securities
purchased under agreements to resell........................ 1,449,439
Loans and lease financing
receivables:
Loans and leases, net of unearned
income........................................... 37,900,739
LESS: Allowance for loan and
lease losses..................................... 572,761
LESS: Allocated transfer risk
reserve.......................................... 11,754
Loans and leases, net of unearned
income, allowance, and reserve.............................. 37,316,224
Trading Assets................................................... 1,646,634
Premises and fixed assets (including
capitalized leases)............................................ 678,439
Other real estate owned.......................................... 11,571
Investments in unconsolidated subsid-
iaries and associated companies................................ 183,038
Customers' liability to this bank on
acceptances outstanding......................................... 349,282
Intangible assets................................................. 790,558
Other assets...................................................... 2,498,658
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Total assets......................................................$60,242,491
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EXHIBIT 7
(Page 2 of 3)
LIABILITIES
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Deposits:
In domestic offices............................................ $26,030,231
Noninterest-bearing............................... 11,348,986
Interest-bearing.................................. 14,681,245
In foreign offices, Edge and
Agreement subsidiaries, and IBFs................................ 18,530,950
Noninterest-bearing............................... 156,624
Interest-bearing................................... 18,374,326
Federal funds purchased and Securities
sold under agreements to repurchase ............................ 2,094,678
Demand notes issued to the U.S.
Treasury....................................................... 232,459
Trading liabilities.............................................. 2,081,462
Other borrowed money:
With remaining maturity of one year or less..................... 863,201
With remaining maturity of more than
one year through three years ................................ 449
With remaining maturity of more than
three years................................................. 31,080
Bank's liability on acceptances
executed and outstanding....................................... 351,286
Subordinated notes and debentures................................ 1,308,000
Other liabilities................................................ 3,055,031
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Total liabilities................................................ 54,578,827
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EQUITY CAPITAL
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Common stock..................................................... 1,135,284
Surplus.......................................................... 815,314
Undivided profits and capital
reserves....................................................... 3,759,164
Net unrealized holding gains (losses)
on available-for-sale securities.............................. (15,440)
Cumulative foreign currency
translation adjustments......................................... (30,658)
Total equity capital............................................. 5,663,664
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Total liabilities and equity capital............................. $60,242,491
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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 )