EX-25.4 10 e19336ex25_4.txt FORM T-1 Exhibit 25-4 UNITED STATES 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 A TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) WACHOVIA BANK, NATIONAL ASSOCIATION (Formerly First Union National Bank) (Name of Trustee) 22-1147033 (Jurisdiction of Incorporation or (I.R.S. Employer Organization if not a U.S. National Bank) Identification No.) 301 South College Street, Charlotte, North Carolina 28288-0630 Address of Principal Executive Offices) (Zip Code) PSEG FUNDING TRUST III (Name of Obligor) New Jersey 43-6876897 (State of Incorporation) (I.R.S. Employer Identification No.) 80 Park Plaza, Newark, New Jersey 07101 (Address of Principal Executive Offices) (Zip Code) Guarantee Trustee under the Guarantee Agreement of PSEG Funding Trust III (Title of Indenture Securities) GENERAL Item 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, Washington, D.C. 20219 Board of Governors of the Federal Reserve System, Richmond, VA 23219 Federal Deposit Insurance Corporation, Washington, D.C. 20429 (b) Whether it is authorized to exercise corporate trust powers. The Trustee is authorized to exercise corporate trust powers. Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. Item 3. Voting Securities of the Trustee. Furnish the following information as to each class of voting securities of the trustee: -------------------------------------------------------------------------------- Col. A Col. B -------------------------------------------------------------------------------- Title of Class Amount Outstanding -------------------------------------------------------------------------------- Not Applicable Item 4. Trusteeship 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: (a) Title of the securities outstanding under each such other indenture. Not Applicable (b) A brief statement of the facts relied upon as a basis for the claim that no conflicting interest within the meaning of Section 310(b)(1) of the Act arises as a result of the trusteeship under any such other indenture, including a statement as to how the indenture securities will rank as compared with the securities issued under such other indenture. Not Applicable. Item 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 Item 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. -------------------------------------------------------------------------------- Col. A Col. B Col. C Col. D. -------------------------------------------------------------------------------- Name of Owner Title of Class Amount owned Percentage of Voting Beneficially securities represented By amount given in Col. C Not Applicable Item 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. -------------------------------------------------------------------------------- Col. A Col. B Col. C Col. D. -------------------------------------------------------------------------------- Name of Owner Title of Class Amount owned Percentage of Voting Beneficially securities represented By amount given in Col. C Not Applicable Item 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 the obligations in default by the trustee. -------------------------------------------------------------------------------- Col. A Col. B Col. C Col. D. -------------------------------------------------------------------------------- Name of Whether the Amount owned beneficially Percentage of class Owner Securities are or held as collateral represented by Voting or nonvoting security for obligations amount given in Securities in default by Trustee Col. C. Not Applicable Item 9. Securities of the 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. -------------------------------------------------------------------------------- Col. A Col. B Col. C Col. D. -------------------------------------------------------------------------------- Name of Amount Amount owned beneficially Percentage of class Issuer and outstanding or held as collateral represented by amount Title of class security for obligations given in Col. C in default By Trustee Not Applicable 2 Item 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 securities 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. -------------------------------------------------------------------------------- Col. A Col. B Col. C Col. D. -------------------------------------------------------------------------------- Name of Issuer Amount Amount owned beneficially Percentage of class And title outstanding or held as collateral represented by amount of class security given in Col. C For obligations in default By Trustee Not Applicable Item 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. -------------------------------------------------------------------------------- Col. A Col. B Col. C Col. D. -------------------------------------------------------------------------------- Name of Issuer Amount Amount owned beneficially Percentage of class And title outstanding or held as collateral represented by amount of class security For obligations given in Col. C in default By Trustee Not Applicable Item 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: -------------------------------------------------------------------------------- Col. A. Col. B. Col. C. -------------------------------------------------------------------------------- Nature of indebtedness Amount outstanding Date due Not Applicable 3 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. 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 default under any such indenture or series, identify the indenture or series affected, and explain the nature of any such default. None Item 14. Affiliations with the Underwriters. If any underwriter is an affiliate of the trustee, describe each such affiliation. Not Applicable Item 15. Foreign Trustee. Identify the order or rule 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 Item 16. Lists of Exhibits. 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 27, 2002, evidencing the authority of the Trustee to transact business. 3* -Copy of the authorization of the Trustee to exercise corporate trust powers. 4** -Copy of the existing By-Laws of the Trustee, as now in effect. 5 -Not applicable. 6 -The consent of the Trustee required by Section 321 (b) of the Act. 7 -A copy of the latest report of Condition of the Trustee published pursuant to the law or the requirements of its supervising or examining authority. 8 -Not Applicable 9 -Not Applicable *Exhibit thus designated has heretofore been filed with the Securities and Exchange Commission, have not been amended since filing and are incorporated herein by reference (see Exhibit T-1 Registration Number 333-86036). **Exhibit thus designated has heretofore been filed with the Securities and Exchange Commission, have not been amended since filing and are incorporated herein by reference (see Exhibit T-1 Registration Number 333-105207). In answering any item in this statement of eligibility and qualification which relates to matters peculiarly within the knowledge of the obligor or of its directors or officers, or an underwriter for the obligor, the undersigned, Wachovia Bank, National Association, has relied upon information furnished to it by the obligor or such underwriter. 4 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, Wachovia Bank National Association (formerly First Union National Bank), organized and existing under the laws of the United States, has duly caused this Statement of Eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the Town of Morristown, and State of New Jersey, on the 28th day of October, 2004. Wachovia Bank, National Association (formerly First Union National Bank) (Trustee) (CORPORATE SEAL) By: /s/ Frank Gallagher ----------------------------------- Vice President 5 Exhibit T-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 Public Service Enterprise Group Incorporated, we hereby consent 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 therefore. WACHOVIA BANK, NATIONAL ASSOCIATION (formerly FIRST UNION NATIONAL BANK) By: /s/ Frank Gallagher --------------------------------- Vice President Morristown, NJ October 28, 2004 EXHIBIT T-7 REPORT OF CONDITION Consolidating domestic and foreign subsidiaries of the Wachovia Bank, National Association, at the close of business on June 30, 2004, published in response to call made by Comptroller of the Currency, under title 12, United States Code, Section 161. Charter Number 1 Comptroller of the Currency. Statement of Resources and Liabilities ASSETS Thousand of Dollars Cash and balance due from depository institutions: Noninterest-bearing balances and currency and coin............... 11,510,000 Interest-bearing balances........................................ 905,000 Securities......................................................... ///////// Hold-to-maturity securities...................................... 0 Available-for-sale securities.................................... 99,990,000 Federal funds sold and securities purchased under agreements ...... ////////// to resell ................................................ ///////// Federal funds sold in domestic offices ......................... 1,124,000 Securities purchased under agreements to resell ................ 3,453,000 Loans and lease financing receivables: Loan and leases held for sale ............................ 17,039,000 Loan and leases, net of unearned income................... 156,995,000 LESS: Allowance for loan and lease losses................. 2,823,000 LESS: Allocated transfer risk reserve..................... 0 Loans and leases, net of unearned income, allowance, and reserve................................................... 167,354,000 Trading Assets ............................... 28,821,000 Premises and fixed assets (including capitalized leases)........... 3,623,000 Other real estate owned............................................ 135,000 Investment in unconsolidated subsidiaries and associated .......... ////////// companies.......................................................... 941,000 Customer's liability to this bank on acceptances outstanding....... 703,000 Intangible assets Goodwill.................................................. 9,589,000 Other intangible Assets............................................ 1,425,000 Other assets....................................................... 25,259,000 Total assets............ 368,871,000 LIABILITIES Deposits: In domestic offices....................................... 236,088,000 Noninterest-bearing..................... .. ............ 8,220,000 Interest-bearing......................... .............. 227,868,000 In foreign offices, Edge and Agreement subsidiaries, and IBFs.................................................. 13,483,000 Noninterest-bearing..................................... 47,000 Interest-bearing............................ ........... 13,436,000 Federal funds purchased and securities sold under agreements to repurchase Federal funds purchased in domestic offices .............. 5,349,000 Securities sold under agreements to repurchase ........................... 18,916,000 Trading liabilities................................................ 13,102,000 Other borrowed money (includes mortgage indebtedness and Obligations under capitalized leases) (from Schedule RC-M) ........ 29,521,000 Bank's liability on acceptances executed and outstanding........... 708,000 Subordinated notes and debentures.................................. 9,102,000 Other liabilities.................................................. 9,836,000 Total liabilities.................................................. 336,105,000 Minority Interest in consolidated subsidiaries..................... 1,661,000 EQUITY CAPITAL Perpetual preferred stock and related surplus...................... 0 Common Stock....................................................... 455,000 Surplus............................................................ 24,216,000 Retained Earnings........................ ......................... 5,994,000 Accumulated other comprehensive income............................. 440,000 Other Equity Capital components........... ........................ 0 Total equity capital............................................... 31,105,000 Total liabilities and equity capital.... .......................... 368,871,000