EXHIBIT 25
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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 UNION NATIONAL BANK
(Exact Name of Trustee as Specified in its Charter)
22-1147033
(I.R.S. Employer Identification No.)
2 FIRST UNION CENTER, CHARLOTTE, NORTH CAROLINA
(Address of Principal Executive Offices)
28288-0201
(Zip Code)
FIRST UNION NATIONAL BANK
123 SOUTH BROAD STREET
PHILADELPHIA, PA 19109
ATTENTION: CORPORATE TRUST ADMINISTRATION
(215) 670-6300
(Name, address and telephone number of Agent for Service)
AMERICAN WATER WORKS COMPANY,INC. AMERICAN WATER CAPITAL CORP.
(Exact Name of Obligor as Specified in its Charter)
DELAWARE DELAWARE
(State or other jurisdiction of Incorporation or Organization)
51-0063696 22-3732448
(I.R.S. Employer Identification No.)
1025 LAUREL OAK ROAD, VOORHEES, NEW JERSEY
(Address of Principal Executive Offices)
08043
(Zip Code)
DEBT SECURITIES
Application relates to all securities registered pursuant
to the delayed offering registration statement
(Title of Indenture Securities)
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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
Richmond, Virginia 23219
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.
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 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 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 March
- -- 4, 1998, evidencing the authority of the trustee to transact business.
**
3. Copy of the Certification of Fiduciary Powers of the trustee by the
- -- Office of the Comptroller of the Currency dated April 7, 1999.***
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.
- --
X 7. Copy of report of condition of the trustee at the close of business on
- -- September 30, 2000, 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
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*Previously filed with the Securities and Exchange Commission on March
16, 1998 as an Exhibit to Form T-1 in connection with Registration Statement
Number 333-47985, ** and filed with the Securities and Exchange Commission on
July 15, 1998 as an Exhibit to Form T-1 in connection with Registration
Statement Number 333-59145, *** and filed with the Securities and Exchange
Commission on May 20, 1999 in connection with Registration Statement Number
333-78927 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.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, First Union National Bank, 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 24th day of
January, 2001.
FIRST UNION NATIONAL BANK
By: /s/ John H. Clapham
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John H. Clapham
Vice President
EXHIBIT 6
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, and in connection with the proposed issue of American Water Capital
Corp. Debt Securities, First Union National Bank, 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 UNION NATIONAL BANK
By: /s/ John H. Clapham
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John H. Clapham
Vice President
Philadelphia, Pennsylvania
January 24, 2001
EXHIBIT 7
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the First Union National
Bank, Charlotte, North Carolina, at the close of business on September 30, 2000
published in response to call made by Comptroller of the Currency, under title
12, United States Code, Section 161. Charter Number 22693 Comptroller of the
Currency.
Statement of Resources and Liabilities
ASSETS
Thousand of Dollars
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Cash and balance due from depository institutions:
Noninterest-bearing balances and currency and coin ................ 7,814,000
Interest bearing balances ......................................... 4,091,000
Securities ......................................................... /////////
Held-to-maturity securities ....................................... 1,556,000
Available-for-sale securities ..................................... 48,764,000
Federal funds sold and securities purchases to resell .............. 2,165,000
Loans and lease financing receivables:
Loans and leases, net of unearned income............ 132,642,000
LESS: Allowance for loan and lease losses .......... 1,900,000
LESS: Allocated transfer risk reserve .............. 0
Loans and leases, net of unearned income, allowance, and reserve .. 130,742,000
Trading assets ..................................................... 12,912,000
Premises and fixed assets (including capitalized leases) ........... 2,928,000
Other real estate owned ............................................ 107,000
Investment in unconsolidated subsidiaries and associated ........... //////////
companies .......................................................... 250,000
Customer's liability to this bank on acceptances outstanding ....... 967,000
Intangible assets .................................................. 2,889,000
Other assets ....................................................... 12,662,000
Total assets ...................................................... 227,847,000
LIABILITIES
Deposits:
In domestic offices .............................................. 130,675,000
Noninterest-bearing .............................. 20,065,000
Interest-bearing ................................. 110,610,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs .... 12,305,000
Noninterest-bearing .............................. 39,000
Interest-bearing ................................. 12,266,000
Federal funds purchased and securities sold under agreements
to repurchase .................................................... 23,476,000
Demand notes issued to the U.S. Treasury ........................... 2,077,000
Trading liabilities ................................................ 6,979,000
Other borrowed money: .............................................. /////////
With a remaining maturity of one year or less .................... 16,205,000
With a remaining maturity of more than 1 year thru 3 yrs ......... 4,039,000
With a maturity of more than three years ......................... 2,075,000
Not applicable ..................................................... ////////
Bank's liability on acceptances executed and outstanding ........... 975,000
Subordinated notes and debentures .................................. 5,993,000
Other liabilities .................................................. 7,567,000
Total liabilities .................................................. 212,366,000
Not applicable ..................................................... ///////////
EQUITY CAPITAL
Perpetual preferred stock and related surplus ...................... 161,000
Common Stock ....................................................... 455,000
Surplus ............................................................ 13,306,000
Undivided profits and capital reserves ............................. 2,381,000
Net unrealized holding gains (losses) on available-for-sale
securities ......................................................... (817,000)
Accumulated net gains (losses) on cash flow hedges ................. 0
Cumulative foreign currency translation adjustments ................ (5,000)
Total equity capital ............................................... 15,481,000
Total liabilities and equity capital ............................... 227,847,000