EX-25 9 dex25.txt STATEMENT OF ELIGIBILITY AND QUALIFICATION EXHIBIT 25 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 (State of incorporation if not a U.S. national bank) 13-5160382 (I.R.S. employer identification no.) One Wall Street, New York, New York 10286 (Address of principal executive offices) (Zip Code) ------------------ The Bank of New York 10161 Centurion Parkway Jacksonville, Florida 32256 Attn: Mr. Derek Kettel (904) 998-4716 (Name, address and telephone number of agent for service) ------------------ Alabama Gas Corporation (Exact name of obligor as specified in its charter) ALABAMA 63-0022000 (State or other jurisdiction of (IRS employer incorporation or organization) identification no.) 605 RICHARD ARRINGTON JR. BLVD NORTH BIRMINGHAM, ALABAMA 35203-2707 (205) 326-8100 (Address, zip code and telephone number of principal executive offices) ------------------ NOTES (Title of the indenture securities) 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 State of New York 2 Rector Street New York, N.Y. 10006, and Albany, N.Y. 12203 Federal Reserve Bank of New York 33 Liberty Plaza New York, N.Y. 10045 Federal Deposit Insurance Corporation 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. 2. Affiliations with Obligor. ------------------------- If the obligor is an affiliate of the trustee, describe each such affiliation. None. 3-15 Not Applicable 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 17 C.F.R. 229.10(d). (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 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 No. 33-44051.) (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. 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 Jacksonville and the State of Florida, on the 15th day of August, 2001. THE BANK OF NEW YORK By: /s/ Derek Kettel --------------------------- Derek Kettel, Agent EXHIBIT 6 TO FORM T-1 CONSENT OF TRUSTEE Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, in connection with the proposed issuance of Alabama Gas Corporation Notes, The Bank of New York 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. THE BANK OF NEW YORK By: /s/ Derek Kettel --------------------------- Derek Kettel, Agent EXHIBIT 7 TO FORM T-1 Consolidated Report of Condition of THE BANK OF NEW YORK of One Wall Street, New York, N.Y. 10286 And Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business June 30, 2001, 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..................... $ 3,946,551 Interest-bearing balances.................. 5,454,795 Securities: Held-to-maturity securities................ 127,189 Available-for-sale securities.............. 8,367,798 Federal funds sold and securities purchased under agreements to resell....... 2,578,045 Loans and lease financing receivables: Loans and leases held for sale............. 15,750 Loans and leases, net of unearned income.................... 37,240,401 LESS: Allowance for loan and lease losses.............................. 604,286 Loans and leases, net of unearned income and allowance and reserve.......... 36,636,115 Assets held in trading accounts................. 9,717,521 Premises and fixed assets (including capitalized leases)........................ 777,125 Other real estate owned......................... 1,190 Investments in unconsolidated subsidiaries and associated companies.................................. 197,938 Customers' liability to this bank on acceptances outstanding................. 684,954 Intangible assets............................... 1,635,728 Other assets.................................... 3,987,019 ----------- Total assets.................................... $74,127,718 =========== LIABILITIES ----------- Deposits: In domestic offices........................ $27,176,888 Noninterest-bearing........................ 11,540,657
Interest-bearing........................... 15,636,231 In foreign offices, Edge and Agreement subsidiaries, and IBFs.......... 26,457,350 Noninterest-bearing........................ 462,578 Interest-bearing........................... 25,994,772 Federal funds purchased and securities sold under agreements to repurchase........ 2,574,844 Trading liabilities............................. 1,732,397 Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases).................................... 1,755,445 Bank's liability on acceptances executed and outstanding.................. 689,067 Subordinated notes and debentures............... 1,646,000 Other liabilities............................... 5,441,990 ----------- Total liabilities............................... 67,473,981 =========== Minority interest in consolidated subsidiaries.. 652 EQUITY CAPITAL -------------- Perpetual preferred stock and related surplus... 0 Common stock.................................... 1,135,284 Surplus......................................... 1,050,729 Retained earnings............................... 4,480,524 Accumulated other comprehensive income..................................... (13,452) Other equity capital components................. 0 ----------- Total equity capital............................ 6,653,085 ----------- Total liabilities and equity capital............ $74,127,718 =========== I, Thomas J. Mastro, 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. Thomas J. Mastro 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 ) Gerald L. Hassell ) Directors Alan R. Griffith )