Exhibit 25c
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) ____________
_________________
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.)
1 Wall Street, New York, New York 10286
(Address of principal executive offices) (Zip code)
_________________
ATLANTIC CITY ELECTRIC COMPANY
(Exact name of obligor as specified in its charter)
New Jersey 21-0398280
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
800 King Street
P.O. Box 231
Wilmington, Delaware 19899
(Address of principal executive offices) (Zip code)
_________________
ATLANTIC CITY ELECTRIC COMPANY GUARANTEE WITH RESPECT TO
ATLANTIC CAPITAL II __% CUMULATIVE TRUST PREFERRED CAPITAL SECURITIES*
(Title of the indenture securities)
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*Specific title to be determined in connection with sale of Atlantic
Capital II __% Cumulative Trust Preferred Capital 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 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. 20429
New York Clearing House Association 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 Rule 24 of the
Commission's Rules of Practice.
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 3/rd/ day of September, 1998.
THE BANK OF NEW YORK
By: LUCILLE FIRRINCIELI
-----------------------
Lucille Firrincieli
Vice President
-2-
EXHIBIT 7
(Page 1 of 3)
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 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, 1998, 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
- ------ --------------
Cash and balances due from
depository institutions:
Noninterest-bearing balances
and currency and coin.................... $ 6,397,993
Interest-bearing balances.................. 1,138,362
Securities:
Held-to-maturity securities................ 1,062,074
Available-for-sale securities.............. 4,167,240
Federal funds sold and Securities
purchased under agreements to resell..... 391,650
Loans and lease financing
receivables:
Loans and leases, net of unearned
income................................... 36,538,242
LESS: Allowance for loan and
lease losses............................. 631,725
LESS: Allocated transfer risk
reserve.................................. 0
Loans and leases, net of unearned
income, allowance, and reserve........... 35,906,517
Assets held in trading accounts.............. 2,145,149
Premises and fixed assets (including
capitalized leases)........................ 663,928
Other real estate owned...................... 10,895
Investments in unconsolidated subsid-
iaries and associated companies............ 237,991
Customers' liability to this bank on
acceptances outstanding.................... 992,747
Intangible assets............................ 1,072,517
Other assets................................. 1,643,173
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Total assets................................. $55,830,236
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EXHIBIT 7
(Page 2 of 3)
LIABILITIES
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Deposits:
In domestic offices........................... $24,849,054
Noninterest-bearing........................... 10,011,442
Interest-bearing.............................. 14,837,632
In foreign offices, Edge and
Agreement subsidiaries, and IBFs.............. 15,319,002
Noninterest-bearing........................... 707,820
Interest-bearing.............................. 14,611,182
Federal funds purchased and Securities
sold under agreements to repurchase........... 1,906,066
Demand notes issued to the U.S.
Treasury...................................... 215,985
Trading liabilities............................. 1,591,288
Other borrowed money:
With remaining maturity of one year or less... 1,991,119
With remaining maturity of more than
one year through three years................ 0
With remaining maturity of more than
three years................................. 25,574
Bank's liability on acceptances
executed and outstanding...................... 998,145
Subordinated notes and debentures............... 1,314,000
Other liabilities............................... 2,421,281
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Total liabilities............................... 50,631,514
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EQUITY CAPITAL
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Common stock.................................... 1,135,284
Surplus......................................... 731,319
Undivided profits and capital
reserves...................................... 3,328,050
Net unrealized holding gains (losses)
on available-for-sale securities.............. 40,198
Cumulative foreign currency
translation adjustments....................... (36,129)
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Total equity capital............................ 5,198,722
-----------
Total liabilities and equity capital............ $55,830,236
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EXHIBIT 7
(Page 3 of 3)
I, Robert E. Keilman, 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.
Robert E. Keilman
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
J. Carter Bacot )