Exhibit 25.1
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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) [ ]
SUNTRUST BANK, ATLANTA
(Exact name of trustee as specified in its charter)
Georgia Banking Corporation 58-0466330
(Jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization if not a
U.S. national bank)
25 Park Place, N.E.
Atlanta, Georgia 30303
(Address of principal executive offices) (Zip code)
Philip DeMouey
SunTrust Bank, Atlanta
58 Edgewood Ave.
Room 400
Atlanta, Georgia 30303
(404) 588-7583
(Name, address and telephone number of agent for service)
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Oglethorpe Power Corporation
(An Electric Membership Corporation)
(Exact name of obligor as specified in its charter)
Georgia 58-1211925
(State or other jurisdiction (I.R.S. Employee Identification No.)
of incorporation organization)
Post Office Box 1349
2100 East Exchange Place
Tucker, Georgia 30385-1349
(Address of principal executive offices) (Zip Code)
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6.974% Serial Facility Bonds Due June 30, 2011
(Title of the 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.
Department of Banking and Finance,
State of Georgia,
Atlanta, Georgia
Federal Reserve Bank of Atlanta
104 Marietta Street, N.W.
Atlanta, Georgia
Federal Deposit Insurance Corporation
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
The obligor is not an affiliate of the trustee.
No responses are included for Items 3 through 12. Responses to those
Items are not required because, as provided in Item 13, the obligor is not in
default on any securities issued under indentures under which SunTrust Bank,
Atlanta is a trustee.
ITEM 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.
There is not and has not been any such default.
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(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.
There has not been any such default.
No responses are included for Items 14 and 15. Responses to those Items
are not required because, as provided in Item 13, the obligor is not in default
on any securities issued under indentures under which SunTrust Bank, Atlanta is
a trustee.
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ITEM 16. LIST OF EXHIBITS.
The additional exhibits listed below are filed herewith. Exhibits, if
any, identified in parentheses are on file with the Commission and are
incorporated herein by reference as exhibits hereto pursuant to Rule 7a-29
under the Trust Indenture Act of 1939 and Rule 24 of the Commission's Rules
of Practice.
Exhibit
Number
1--A copy of the Articles of Amendment and Restated Articles
of Incorporation of the trustee as now in effect. (Exhibit 1 to Form T-1,
Registration No. 33-63523).
2--A copy of the certificate of authority of the trustee to commence
business. (Included in Exhibit 1 to Form T-1, Registration No. 33-63523).
3--A copy of the authorization of the trustee to exercise trust powers.
(Included in Exhibit 1 to Form T-1, Registration No. 33-63523).
4--A copy of the existing bylaws of the Trustee. (Exhibit 4 to Form T-1,
Registration No. 33-49283).
5--Not applicable.
6 -Consent of the trustee required by Section 321(b) of the Trust Indenture
Act of 1939, as amended.
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.
(Exhibit 7 to Form T-1, Registration No. 333-40933).
8--Not applicable.
9--Not applicable.
NOTE
In answering any item in this Statement of Eligibility which relates to
matters peculiarly within the knowledge of the obligor or any underwriter for
the obligor, the trustee has relied upon information furnished to it by the
obligor or the underwriters and the trustee disclaims responsibility for the
accuracy and completeness of such information.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, SunTrust Bank, Atlanta, a corporation organized and existing under
the laws of the State of Georgia, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Atlanta, and State of Georgia, on the 19th day
of December, 1997.
SUNTRUST BANK, ATLANTA
BY /s/David Kaye
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David Kaye
Group Vice President
By: /s/Philip DeMouey
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Philip DeMouey
Assistant Vice President
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Sequentially
Exhibit Numbered
Number Description Page
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1--A copy of the Articles of Amendment and Restated Articles of Incorporation
of the trustee as now in effect. (Exhibit 1 to Form T-1, Registration No.
33-63523).
2--A copy of the certificate of authority of the trustee to commence
business. (Included in Exhibit 1 to Form T-1, Registration No. 33-63523).
3--A copy of the authorization of the trustee to exercise trust powers.
(Included in Exhibit 1 to Form T-1, Registration No. 33-63523).
4--A copy of the existing bylaws of the Trustee. (Included in Exhibit 4 to
Form T-1, Registration No. 33-49283).
5--Not applicable.
6--Consent of the Trustee required by Section 321(b) of the Trust
Indenture Act of 1939, as amended.
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.
(Exhibit 7 to Form T-1, Registration No. 333-40933).
8--Not applicable.
9--Not applicable.
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EXHIBIT 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, as amended, in connection with the proposed issue of 6.974%
Serial Facility Bonds Due June 30, 2011, we hereby consent that reports of
examination by Federal, State, Territorial or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
SUNTRUST BANK, ATLANTA
By: /s/David Kaye
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David Kaye
Group Vice President
By: /s/Philip DeMouey
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Philip DeMouey
Assistant Vice President
Dated: December 19, 1997