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EXHIBIT 25.2
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)____
________________________
BANK ONE TRUST COMPANY, NA
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
A NATIONAL BANKING ASSOCIATION 31-0838515
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
100 EAST BROAD STREET, COLUMBUS, OHIO 43271-0181
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
BANK ONE TRUST COMPANY, NA
100 EAST BROAD STREET
COLUMBUS, OHIO 43271-0181
ATTN: LINDA J. PATTERSON, SENIOR MANAGING DIRECTOR, (614) 248-5193
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
_________________________
SEMCO ENERGY, INC.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
MICHIGAN 38-2144267
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
405 WATER STREET
PORT HURON, MICHIGAN 48060
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
GUARANTEE OF PREFERRED SECURITIES
OF SEMCO CAPITAL TRUST I
(TITLE OF 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 Currency, Washington, D.C.; Federal Deposit
Insurance Corporation, Washington, D.C.; The Board of
Governors of the Federal Reserve System, Washington D.C.
(B) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.
No such affiliation exists with the trustee.
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 now in effect.*
2. A copy of the certificates of authority of the trustee to
commence business.*
3. A copy of the authorization of the trustee to exercise
corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by Section 321(b) of
the Act.
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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.
8. Not Applicable.
9. Not Applicable.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, Bank One Trust Company, NA, 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 Chicago and State of Illinois on the 24th day of November,
1999.
BANK ONE TRUST COMPANY, NA
TRUSTEE
By /s/ John R. Prendiville
------------------------------
John R. Prendiville
Vice President
*EXHIBITS 1, 2, 3 AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS BEARING
IDENTICAL NUMBERS IN ITEM 16 OF THE FORM T-1 OF BANK ONE TRUST COMPANY, NA FILED
AS EXHIBIT 25.1 TO THE REGISTRATION STATEMENT ON FORM S-3 OF THE DOW CHEMICAL
COMPANY, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 8, 1999.
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EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
November 24, 1999
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of guarantee agreement between SEMCO
ENERGY, INC. and BANK ONE TRUST COMPANY, NA, as Trustee, the undersigned, in
accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended,
hereby consents that the reports of examinations of the undersigned, made by
Federal or State authorities authorized to make such examinations, may be
furnished by such authorities to the Securities and Exchange Commission upon its
request therefor.
Very truly yours,
BANK ONE TRUST COMPANY, NA
By /s/ John R. Prendiville
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John R. Prendiville
Vice President
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EXHIBIT 7
Legal Title of Bank: Bank One Trust Company, NA
Address: 100 Broad Street
City, State Zip: Columbus, OH 43271
FDIC Certificate No.: 0/3/6/1/8
Call Date: 12/31/98 ST-BK: 17-1630 FFIEC 032
Page RC-1
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 1998
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.
SCHEDULE RC--BALANCE SHEET
DOLLAR AMOUNTS IN THOUSANDS C300
RCON BIL MIL THOU ----
---- ------------
ASSETS
1. Cash and balances due from depository institutions (from Schedule RCON
RC-A): ----
a. Noninterest-bearing balances and currency and coin(1).................... 0081 159,911 1.a
b. Interest-bearing balances(2)............................................. 0071 16,874 1.b
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A) 1754 0 2.a
b. Available-for-sale securities (from Schedule RC-B, column D)............. 1773 7,403 2.b
3. Federal funds sold and securities purchased under agreements to
resell 1350 576,473 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RCON
----
RC-C)....................................................................... 2122 32,603 4.a
b. LESS: Allowance for loan and lease losses................................ 3123 10 4.b
c. LESS: Allocated transfer risk reserve.................................... 3128 0 4.c
d. Loans and leases, net of unearned income, allowance, and RCON
----
reserve (item 4.a minus 4.b and 4.c)........................................ 2125 32,593 4.d
5. Trading assets (from Schedule RD-D)......................................... 3545 0 5.
6. Premises and fixed assets (including capitalized leases) 2145 18,685 6.
7. Other real estate owned (from Schedule RC-M) 2150 0 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M).............................................. 2130 0 8.
9. Customers' liability to this bank on acceptances outstanding................ 2155 0 9.
10. Intangible assets (from Schedule RC-M)...................................... 2143 31,392 10.
11. Other assets (from Schedule RC-F)........................................... 2160 127,322 11.
12. Total assets (sum of items 1 through 11).................................... 2170 970,653 12.
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(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.
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Legal Title of Bank: Bank One Trust Company, N.A.
Address: 100 East Broad Street
City, State Zip: Columbus, OH 43271
FDIC Certificate No.: 0/3/6/1/8
Call Date: 12/31/98 ST-BK: 171630 FFIEC 032
Page RC-2
SCHEDULE RC-CONTINUED
DOLLAR AMOUNTS IN
THOUSANDS
-----------------
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C RCON
----
from Schedule RC-E, part 1)............................................... 2200 802,791 13.a
(1) Noninterest-bearing(1)................................................ 6631 727,720 13.a1
(2) Interest-bearing..................................................... 6636 75,071 13.a2
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II).......................................
(1) Noninterest bearing..................................................
(2) Interest-bearing.....................................................
14. Federal funds purchased and securities sold under agreements
to repurchase: RCFD 2800 0 14
15. a. Demand notes issued to the U.S. Treasury RCON 2840 0 15.a
b. Trading Liabilities(from Sechedule RC-D)................................ RCFD 3548 0 15.b
16. Other borrowed money: RCON
----
a. With original maturity of one year or less............................... 2332 0 16.a
b. With original maturity of more than one year............................ A547 0 16.b
c. With original maturity of more than three years ......................... A548 0 16.c
17. Not applicable
18. Bank's liability on acceptance executed and outstanding..................... 2920 0 18.
19. Subordinated notes and debentures........................................... 3200 0 19.
20. Other liabilities (from Schedule RC-G)...................................... 2930 64,642 20.
21. Total liabilities (sum of items 13 through 20).............................. 2948 867,433 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus............................... 3838 0 23.
24. Common stock................................................................ 3230 800 24.
25. Surplus (exclude all surplus related to preferred stock).................... 3839 35,157 25.
26. a. Undivided profits and capital reserves................................... 3632 67,207 26.a
b. Net unrealized holding gains (losses) on available-for-sale
securities............................................................... 8434 56 26.b
27. Cumulative foreign currency translation adjustments......................... 3284 0 27.
28. Total equity capital (sum of items 23 through 27)........................... 3210 103,220 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28)....................................... 3300 970,653 29.
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best
describes the most comprehensive level of auditing work performed for the bank Number
by independent external auditors as of any date during 1996 .............................RCFD 6724 ......N.A. M.1.
1 = Independent audit of the bank conducted in accordance 4.= Directors' examination of the bank
with generally accepted auditing standards by a certified performed by other external auditors (may be
public accounting firm which submits a report on the bank required by state chartering authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by
conducted in accordance with generally accepted auditing external auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements
submits a report on the consolidated holding company by external auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be
required by state chartering authority)
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(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
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