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Exhibit (25)(b)
Securities Act of 1933 File No. _________
(If application to determine eligibility of trustee
for delayed offering pursuant to Section 305 (b) (2))
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 CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
(Exact name of trustee as specified in its charter)
13-2633612
(I.R.S. Employer Identification Number)
1 CHASE MANHATTAN PLAZA, NEW YORK, NEW YORK
(Address of principal executive offices)
10081
(Zip Code)
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CMS ENERGY CORPORATION
(Exact name of obligor as specified in its charter)
MICHIGAN
(State or other jurisdiction of incorporation or organization)
38-2726431
(I.R.S. Employer Identification No.)
FAIRLANE PLAZA SOUTH
330 TOWN CENTER DRIVE
DEARBORN, MICHIGAN
(Address of principal executive offices)
48126
(Zip Code)
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DEBT SECURITIES
(Title of the indenture securities)
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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.
Comptroller of the Currency, Washington, D.C.
Board of Governors of The Federal Reserve System,
Washington, D. C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each
such affiliation.
The Trustee is not the obligor, nor is the Trustee directly
or indirectly controlling, controlled by, or under common
control with the obligor.
(See Note on Page 2.)
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as a part of this statement of
eligibility.
*1. -- A copy of the articles of association of the trustee as now in
effect. (See Exhibit T-1 (Item 12), Registration No.
33-55626.)
*2. -- Copies of the respective authorizations of The Chase Manhattan
Bank (National Association) and The Chase Bank of New York
(National Association) to commence business and a copy of
approval of merger of said corporations, all of which
documents are still in effect.
(See Exhibit T-1 (Item 12), Registration No. 2-67437.)
*3. -- Copies of authorizations of The Chase Manhattan Bank
(National Association) to exercise corporate trust powers,
both of which documents are still in effect. (See Exhibit T-1
(Item 12), Registration No. 2-67437).
*4. -- A copy of the existing by-laws of the trustee. (See Exhibit
T-1 (Item 12(a)), Registration No. 22-26320.)
*5. -- A copy of each indenture referred to in Item 4, if the obligor
is in default. (Not applicable).
*6. -- The consents of United States institutional trustees required
by Section 321(b) of the Act. (See Exhibit T-1, (Item 12),
Registration No. 22-19019.)
7. -- A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.
___________________
*The Exhibits thus designated are incorporated herein by reference.
Following the description of such Exhibits is a reference to the copy of the
Exhibit heretofore filed with the Securities and Exchange Commission, to which
there have been no amendments or changes.
___________________
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NOTE
Inasmuch as this Form T-1 is 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 Trust Indenture Act of 1939, the
trustee, The Chase Manhattan Bank (National Association), a corporation
organized and existing under the laws of the United States of America, 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 the
State of New York, on the 13th day February, 1995.
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION)
By__________________________ Mary Lewicki
Second Vice President
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EXHIBIT 7
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the
THE CHASE MANHATTAN BANK, N.A.
of New York in the State of New York, at the close of business on September 30,
1994, published in response to call made by Comptroller of the Currency, under
title 12, United States Code, Section 161.
CHARTER NUMBER 2370 COMPTROLLER OF THE CURRENCY
STATEMENT OF RESOURCES AND LIABILITIES NORTHEASTERN DISTRICT
THOUSANDS
ASSETS OF DOLLARS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin $ 5,329,799
Interest-bearing balances 7,247,035
Held to maturity securities 1,315,347
Available-for-sale securities 5,289,499
Federal funds sold and securities purchased under agreements to resell in
domestic offices of the bank and of its Edge and Agreement subsidiaries, and
in IBFs:
Federal funds sold 3,043,701
Securities purchased under agreements to resell 11,450
Loans and lease financing receivable:
Loans and leases, net of unearned income $ 50,033,807
LESS: Allowance for loan and lease losses 1,069,547
LESS: Allocated transfer risk reserve
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0
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Loans and leases, net of unearned income, allowance, and reserve 48,964,260
Assets held in trading accounts 15,642,451
Premises and fixed assets (including capitalized leases) 1,728,478
Other real estate owned 740,657
Investments in unconsolidated subsidiaries and associated companies 54,288
Customers' liability to this bank on acceptances outstanding 704,895
Intangible assets 811,028
Other assets 3,962,227
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TOTAL ASSETS $94,845,115
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LIABILITIES
Deposits:
In domestic offices $ 28,883,652
Noninterest-bearing $ 10,787,819
Interest-bearing 18,095,833
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In foreign offices, Edge and Agreement subsidiaries, and IBFs 34,739,997
Noninterest-bearing $ 2,533,081
Interest-bearing 32,206,916
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Federal funds purchased and securities sold under agreements to repurchase in
domestic offices of the bank and of its Edge and Agreement subsidiaries, and
in IBFs:
Federal funds purchased 1,958,837
Securities sold under agreements to repurchase 346,589
Demand notes issued to the U.S. Treasury 418,219
Trading liabilities 10,707,226
Other borrowed money:
With original maturity of one year or less 3,314,023
With original maturity of more than one year 252,491
Mortgage indebtedness and obligations under capitalized leases 40,761
Bank's liability on acceptances executed and outstanding 708,649
Subordinated notes and debentures 2,360,000
Other liabilities 4,126,966
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TOTAL LIABILITIES 87,857,410
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Limited-life preferred stock and related surplus 0
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock 914,334
Surplus 4,625,213
Undivided profits and capital reserves 1,445,029
Net unrealized holding gains (losses) on available-for-sale securities (7,882)
Cumulative foreign currency translation adjustments 11,011
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TOTAL EQUITY CAPITAL 6,987,705
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TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK,
AND EQUITY CAPITAL $ 94,845,115
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I, Lester J. Stephens, Jr., Senior Vice President and Controller of the above
named bank do hereby declare that this Report of Condition is true and correct
to the best of my knowledge and belief.
(Signed) Lester J. Stephens, Jr.
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We the undersigned directors, attest to the correctness of this statement of
resources and liabilities. We 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 and is true and correct.
(Signed) Thomas G. Labrecque
(Signed) Arthur F. Ryan Directors
(Signed) Richard J. Boyle