1
EXHIBIT 25-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
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)_____
--------------------
CITYBANK, N.A.
(Exact name of trustee as specified in its charter)
13-5266470
(I.R.S. employer
identification no.)
399 Park Avenue, New York, New York 10043
(Address of principal executive office) (Zip Code)
----------------------------------------
MICHIGAN CONSOLIDATED GAS COMPANY
(Exact name of obligor as specified in its charter)
Michigan 38-0478040
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
500 Griswold Street
Detroit, MI 48226
(Address of Principal Executive Offices) (Zip Code)
------------------
First Mortgage Bonds
(Title of the indenture securities)
2
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.
Federal Reserve Bank of New York, New York, NY
33 Liberty Street, New York, NY
Federal Deposit Insurance Corporation, Washington, D.C.
(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.
Item 16. List of Exhibits.
List below all exhibits filed as a part of this Statement of
Eligibility.
Exhibits identified in parentheses below, on file with the
Commission, are incorprated herein by reference as exhibits hereto.
Exhibit 1 - Copy of Articles of Association of the Trustee, as now
in effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983)
Exhibit 2 - Copy of certificate of authority of the Trustee to
commence business. (Exhibit 2 to T-1 to Registration Statement
No. 2-29577)
Exhibit 3 - Copy of authorization of the Trustee to exercise
corporate trust powers. (Exhibit 3 to T-1 to Registration
Statement No. 2-55519)
Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4
to T-1 to Registration Statement No. 33-34988)
Exhibit 5 - Not applicable.
2
3
Exhibit 6 - The consent of the Trustee required by Section 321(b)
of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to
Registration Statement No. 33-19227.)
Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A.
(as of December 31, 1994 - attached)
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.
--------------------
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Citibank, N.A., a national banking association 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 State of New York, on the 1st day
of May, 1995.
CITIBANK, N.A.
By /s/Wafaa Orfy
------------------------
Senior Trust Officer
3
4
EXHIBIT 7
Charter No. 1461
Comptroller of the Currency
Northeastern District
REPORT OF CONDITION
CONSOLIDATING
DOMESTIC AND FOREIGN
SUBSIDIARIES OF
CITIBANK, N. A.
OF NEW YORK IN THE STATE OF NEW YORK, AT THE CLOSE
OF BUSINESS ON DECEMBER 31, 1994, PUBLISHED IN
RESPONSE TO CALL MADE BY COMPTROLLER OF THE CURRENCY,
UNDER TITLE 12, UNITED STATES CODE, SECTION 161.
CHARTER NUMBER 1461 COMPTROLLER OF THE CURRENCY
NORTHEASTERN DISTRICT.
ASSETS
THOUSANDS
OF DOLLARS
Cash and balances due from de-
pository institutions:
Noninterest-bearing balances
and currency and coin........................ $ 6,759,000
Interest-bearing balances..................... 7,201,000
Securities:
Held-to-maturity securities................... 3,918,000
Available-for-sale securities................. 11,963,000
Federal funds sold and securities
purchased under agreements to
resell in domestic offices of the
bank and of its Edge and Agree-
ment subsidiaries, and in IBFs:
Federal funds sold............................ 4,427,000
Securities purchased under
agreements to resell.......................... 1,114,000
Loans and lease financing receiv-
ables:
Loans and leases, net of un-
earned income.................$128,902,000
LESS: Allowance for loan
and lease losses.............. 3,986,000
------------
Loans and leases, net of un-
earned income and allowance............... 124,916,000
Assets held in trading accounts................. 35,573,000
Premises and fixed assets (includ-
ing capitalized leases)........................ 3,192,000
Other real estate owned......................... 1,967,000
Investments in unconsolidated
subsidiaries and associated com-
panies......................................... 998,000
Customers' liability to this bank
on acceptances outstanding..................... 1,420,000
Intangible assets............................... 15,000
Other assets.................................... 7,024,000
------------
TOTAL ASSETS.................................... $210,487,000
============
LIABILITIES
Deposits:
In domestic offices............................ $ 33,727,000
Noninterest-
bearing.......................$12,509,000
Interest-
bearing....................... 21,218,000
-----------
In foreign offices, Edge and
Agreement subsidiaries, and
IBFs......................................... 108,207,000
Noninterest-
bearing..............,,.........7,180,000
Interest-
bearing.......................101,027,000
-----------
Federal funds purchased and se-
curities sold under agreements
to repurchase in domestic offices
of the bank and of its Edge and
Agreement subsidiaries, and in
IBFs:
Federal funds purchased..................... 6,044,000
Securities sold under agree-
ments to repurchase......................... 992,000
Trading liabilities............................. 21,458,000
Other borrowed money:
With original maturity of one
year or less................................ 7,803,000
With original maturity of more
than one year............................. 3,895,000
Mortgage indebtedness and obli-
gations under capitalized leases.............. 99,000
Bank's liability on acceptances ex-
ecuted and outstanding........................ 1,440,000
Notes and debentures subordi-
nated to deposits............................. 5,700,000
Other liabilities............................... 7,226,000
------------
TOTAL LIABILITIES............................... $196,591,000
------------
EQUITY CAPITAL
Common stock.................................... $ 751,000
Surplus......................................... 6,620,000
Undivided profits and capital re-
serves......................................... 6,945,000
Net unrealized holding gains (losses)
on available-for-sale securities.............. 156,000
Cumulative foreign currency
translation adjustments...................... (576,000)
------------
TOTAL EQUITY CAPITAL............................ $ 13,896,000
------------
TOTAL LIABILITIES AND
EQUITY CAPITAL............................... $210,487,000
============
I, Roger W. Trupin, 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.
ROGER W. TRUPIN
We, the undersigned directors, attest to
the correctness of this Report of Condition.
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.
CHRISTOPHER J. STEFFEN }
PAUL J. COLLINS } Directors
PEI-YUAN CHIA }
5
EXHIBIT 25-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM T-2
STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939 OF AN
INDIVIDUAL DESIGNATED TO ACT AS TRUSTEE
Check if an application to determine eligibility of a trustee pursuant to
Section 305(b) (2)
ROBERT T. KIRCHNER ###-##-####
(Name of Trustee) (Social Security Number)
120 Wall Street, New York, New York 10043
(Business Address: Street, City and Zip Code)
--------------------
MICHIGAN CONSOLIDATED GAS COMPANY
(Exact name of obligor as specified in its charter)
MICHIGAN 38-0478040
(State or other jurisdiction of (I.R.S. employee
incorporation or organization) identification no.)
500 Griswold Street
Detroit, MI 48226
(Address of principal executive offices) (Zip Code)
FIRST MORTGAGE BONDS
(Title of the indenture securities)
6
1. Affiliations with obligor and underwriters.
If the obligor or any underwriter for the obligor is an affiliate of
the trustee, describe each such affiliation.
None.
2. Trusteeships under other indentures.
If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, file a copy of each such
indenture as an exhibit and furnish the following information.
(a) Title of the securities outstanding under each other indenture.
None.-The Trustee is one of the Trustees under the obligor's Indenture
of Mortgage and Deed of Trust dated as of March 1, 1944, as supplemented.
The securities, proposed to be offered, will be issued under said Mortgage
Indenture, as supplemented by a Thirty-Third Supplemental Indenture, dated
as of May 1, 1995, which has been qualified under the Trust Indenture Act
of 1939.
(b) A brief statement of the facts relied upon by the trustee as a
basis for the claim that no conflicting interest within the meaning of
section 310(b)(1) of the Act arises as a result of the trusteeship under
such other indenture, including a statement whether the indenture
securities will rank equally with the securities issued under such other
indentures.
Inapplicable.
3. Certain relationships between trustee and the obligor or an underwriter.
If the trustee is a director, officer, partner, employee, appointee or
representative of the obligor or of any underwriter for the obligor, state
the nature of each such connection.
None.
4. Securities of the obligor owned or held by the trustee.
Furnish the following information as to securities of the obligor
owned beneficially by the trustee or held by the trustee as collateral for
obligations in default:
2
7
As of May 1, 1995
Col. A Col. B Col. C Col. D
Whether the Amount owned beneficially Percent of Class
securities are or held as collateral represented by
voting or nonvoting security for obligations amount given in
Title of Class securities in default Col. C
None.
5. Securities of underwriters owned or held by the trustee.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of an underwriter for the obligor,
furnish the following information as to each class of securities of such
underwriter any of which are so owned or held by the trustee.
As of May 1, 1995
Col. A Col. B Col. C Col. D
Amount owned beneficially Percent of voting
or held as collateral securities represented
Name of Issuer and security for obligations by amount given in
Title of Class Amount Outstanding in default Col. C
None.
6. Holdings by the trustee of voting securities of certain affiliates or
principal holders of voting securities of the obligor.
If the trustee owns beneficially or holds as collateral security for
obligations in default voting securities of a person who, to the knowledge
of the trustee (1) owns 10% or more of the voting securities of the obligor
or (2) is an affiliate, other than a subsidiary, of the obligor, furnish
the following information as to the voting securities of such person.
As of May 1, 1995
Col. A Col. B Col. C Col. D
Amount owned beneficially Percent of voting
or held as collateral securities represented
Name of Issuer and security for obligations by amount given in
Title of Class Amount Outstanding in default Col. C
None.
3
8
7. Holdings by the trustee of any securities of a person owning 50
per cent or more of the voting securities of the obligor.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of a person who, to the knowledge of
the trustee, owns 50% or more of the voting securities of the obligor,
furnish the following information as to each class of securities of such
person any of whom are so owned or held by the trustee.
As of May 1, 1995
Col. A Col. B Col. C Col. D
Amount owned beneficially Percent of voting
or held as collateral securities represented
Name of Issuer and security for obligations by amount given in
Title of Class Amount Outstanding in default Col. C
None.
8. List of exhibits.
List below all exhibits filed as a part of this statement of eligibility
and qualification.
None.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, I, Robert
T. Kirchner, have signed this statement of eligibility and qualification in the
city of New York and State of New York, on the 1st day of May, 1995.
By: /s/Robert T. Kirchner, Trustee
------------------------------
(Robert T. Kirchner, Trustee)
4