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) __
FIRST FIDELITY BANK, NATIONAL ASSOCIATION
(formerly First Fidelity Bank, National Association, Pennsylvania)
(Exact Name of Trustee as Specified in its Charter)
22-1147033
(I.R.S. Employer Identification No.)
175 WEST BROADWAY, SALEM, NEW JERSEY
(Address of Principal Executive Offices)
08079
(Zip Code)
FIRST FIDELITY BANK, NATIONAL ASSOCIATION
123 SOUTH BROAD STREET
PHILADELPHIA, PA 19109
ATTENTION: CORPORATE TRUST ADMINISTRATION
(215) 985-6000
(Name, address and telephone number of Agent for Service)
PECO ENERGY COMPANY
(Exact Name of Obligor as Specified in its Charter)
PENNSYLVANIA
(State or other jurisdiction of Incorporation or Organization)
23-0970240
(I.R.S. Employer Identification No.)
P.O. BOX 8699
2301 MARKET STREET, PHILADELPHIA, PA
(Address of Principal Executive Offices)
19101
(Zip Code)
$250,000,000 COLLATERALIZED MEDIUM TERM NOTES, SERIES B % DUE
Application relates to all securities registered pursuant
to the delayed offering registration statement.
(Title of Indenture Securities)
1. GENERAL INFORMATION.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervisory
authority to which it is subject:
Comptroller of the Currency
United States Department of the Treasury
Washington, D.C. 20219
Federal Reserve Bank (3rd District)
Philadelphia, Pennsylvania 19106
Federal Deposit Insurance Corporation
Washington, D.C. 20429
(b) Whether it is authorized to exercise corporate trust
powers.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
If the obligor is an affiliate of the trustee, describe each
such affiliation.
None.
3. VOTING SECURITIES OF THE TRUSTEE.
Furnish the following information as to each class of voting
securities of the trustee:
Not applicable - see answer to Item 13.
4. 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, furnish the following information:
Not applicable - see answer to Item 13.
2
5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE
OBLIGOR OR UNDERWRITERS.
If the trustee or any of the directors or executive officers
of the trustee is a director, officer, partner, employee,
appointee, or representative of the obligor or of any underwriter
for the obligor, identify each such person having any such
connection and state the nature of each such connection.
Not applicable - see answer to Item 13.
6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS
OFFICIALS.
Furnish the following information as to the voting securities
of the trustee owned beneficially by the obligor and each director,
partner, and executive officer of the obligor:
Not applicable - see answer to Item 13.
7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR
THEIR OFFICIALS.
Furnish the following information as to the voting securities
of the trustee owned beneficially by each underwriter for the
obligor and each director, partner, and executive officer of each
such underwriter:
Not applicable - see answer to Item 13.
8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
Furnish the following information as to securities of the
obligor owned beneficially or held as collateral security for
obligations in default by the trustee:
Not applicable - see answer to Item 13.
9. 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
3
as to each class of securities of such underwriter any of which are
so owned or held by the trustee:
Not applicable - see answer to Item 13.
10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF
CERTAIN AFFILIATES OR SECURITY HOLDERS 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 percent or more of
the voting stock 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:
Not applicable - see answer to Item 13.
11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A
PERSON OWNING 50 PERCENT 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 percent or more of the
voting securities of the obligor, furnish the following information
as to each class of securities of such person any of which are so
owned or held by the trustee:
Not applicable - see answer to Item 13.
12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
Except as noted in the instructions, if the obligor is
indebted to the trustee, furnish the following information:
Not applicable - see answer to Item 13.
13. DEFAULTS BY THE OBLIGOR.
(a) State whether there is or has been a default with respect
to the securities under this indenture. Explain the nature of any
such default.
None.
(b) 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
4
outstanding, or is trustee for more than one outstanding series of
securities under the indenture, state whether there has been a
default under any such indenture or series, identify the indenture
or series affected, and explain the nature of any such default.
None.
14. AFFILIATIONS WITH THE UNDERWRITERS.
If any underwriter is an affiliate of the trustee, describe
each such affiliation.
Not applicable - see answer to Item 13.
15. FOREIGN TRUSTEE.
Identify the order or rule pursuant to which the trustee is
authorized to act as sole trustee under indentures qualified or to
be qualified under the Act.
Not applicable - trustee is a national banking association
organized under the laws of the United States.
16. LIST OF EXHIBITS.
List below all exhibits filed as part of this statement of
eligibility.
___ 1. Copy of Articles of Association of the trustee as now in
effect.*
___ 2. Copy of the Certificate of the Comptroller of the
Currency dated January 11, 1994, evidencing the authority
of the trustee to transact business.*
___ 3. Copy of the authorization of the trustee to exercise
fiduciary powers.*
___ 4. Copy of existing by-laws of the trustee.*
___ 5. Copy of each indenture referred to in Item 4, if the
obligor is in default, not applicable.
_X_ 6. Consent of the trustee required by Section 321(b) of the
Act.
5
_X_ 7. Copy of report of condition of the trustee at the close
of business on March 31, 1994, published pursuant to the
requirements of its supervising authority.
___ 8. Copy of any order pursuant to which the foreign trustee
is authorized to act as sole trustee under indentures
qualified or to be qualified under the Act.
- Not applicable.
___ 9. Consent to service of process required of foreign
trustees pursuant to Rule 10a-4 under the Act.
- Not applicable.
_____________________
*Previously filed with the Securities and Exchange
Commission on February 11, 1994 as an exhibit to Form T-1 in
connection with Registration Statement No. 22-73340 and
incorporated herein by reference.
NOTE
The trustee disclaims responsibility for the accuracy or
completeness of information contained in this Statement of
Eligibility and Qualification not known to the trustee and not
obtainable by it through reasonable investigation and as to which
information it has obtained from the obligor and has had to rely or
will obtain from the principal underwriters and will have to rely.
6
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939, the trustee, First Fidelity Bank, National Association, a
national banking association organized and existing under the laws
of the United States of America, has duly caused this Statement of
Eligibility and Qualification to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of
Philadelphia and Commonwealth of Pennsylvania, on the 29th day of
July, 1994.
FIRST FIDELITY BANK, NATIONAL ASSOCIATION
By:/s/George J. Rayzis
------------------------------
George J. Rayzis
Vice President
EXHIBIT 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the
Trust Indenture Act of 1939, and in connection with the
proposed issue of PECO Energy Company Collaterialized Medium
Term Notes, Series B, First Fidelity Bank, National
Association hereby consents that reports of examinations by
Federal, State, Territorial or District authorities may be
furnished by such authorities to the Securities and Exchange
Commission upon request therefor.
FIRST FIDELITY BANK, NATIONAL ASSOCIATION
By:/s/George J. Rayzis
-------------------------------
George J. Rayzis
Vice President
Philadelphia, Pennsylvania
July 29, 1994
EXHIBIT T-7
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the First Fidelity
Bank, National Association of Salem in the state of New Jersey, at the
close of business on March 31, 1994, published in response to call made by
Comptroller of the Currency, under title 12, United States Code, Section
161. Charter Number 33869 Comptroller of the Currency Northeastern
District.
STATEMENT OF RESOURCES AND LIABILITIES
ASSETS
Thousand of Dollars
-------------------
Cash and balance due from depository institutions:
Noninterest-bearing balances and currency and coin......... 1,857,291
Interest-bearing balances.................................. 611,096
Securities................................................... /////////
Hold-to-maturity securities................................ 3,619,115
Available-for-sale securities.............................. 2,501,401
Federal funds sold and securities purchased under agreements //////////
to resell in domestic offices of the bank and of it //////////
Edge and Agreement subsidiaries, and in IBFs: //////////
Federal funds sold..................................... 191,180
Securities purchased under agreements to resell........ 367,414
Loans and lease financing receivables:
Loan and leases, net of unearned income......18,393,675
LESS: Allowance for loan and lease losses.......526,109
LESS: Allocated transfer risk reserve.................0
Loans and leases, net of unearned income, allowance, and
reserve................................................. 17,867,566
Assets held in trading accounts............................... 183,757
Premises and fixed assets (including capitalized leases)...... 342,058
Other real estate owned....................................... 135,644
Investment in unconsolidated subsidiaries and associated //////////
companies..................................................... 6,778
Customer's liability to this bank on acceptances outstanding... 188,605
Intangible assets............................................. 234,601
Other assets.................................................. 472,266
Total assets.................................................. 28,578,772
LIABILITIES
Deposits:
In domestic offices..................................... 23,577,518
Noninterest-bearing..........................5,083,582
Interest-bearing............................18,493,936
In foreign offices, Edge and Agreement subsidiaries,
and IBFs................................................ 269,371
Noninterest-bearing.............................13,796
Interest-bearing...............................255,573
Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of its
Edge and Agreement subsidiaries, and IBFs
Federal fund purchased.................................. 375,427
Securities sold under agreements to repurchase.......... 1,077,572
Demand notes issued to the U.S. Treasury...................... 0
Trading liabilities........................................... 0
Other borrowed money:......................................... /////////
With original maturity of one year or less.............. 5,424
With original maturity of more than one year............ 846
Mortgage indebtedness and obligations under capitalized leases 7,123
Bank's liability on acceptances executed and outstanding..... 191,659
Subordinated notes and debentures............................ 175,000
Other liabilities............................................ 418,775
Total liabilities............................................ 26,098,715
Limited-life preferred stock and related surplus............. 0
EQUITY CAPITAL
Perpetual preferred stock and related surplus................. 0
Common Stock.................................................. 430,000
Surplus....................................................... 918,675
Undivided profits and capital reserves........................ 1,135,806
Net unrealized holding gains (losses) on available-for-sale /////////
securities................................................... (4,424)
Cumulative foreign currency translation adjustments........... 0
Total equity capital.......................................... 2,480,037
Total liabilities, limited-life preferred stock and equity.... //////////
capital..................................................... 28,578,772