-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VtsLX8C1lXuBSdCWy889Y9+KIb4/JDB5mNu1XWDcfHmY7nABW+c4YXHLQlnNeP63 IGBEkTdHurnKLkVI4x5v2g== 0000092122-05-000095.txt : 20050215 0000092122-05-000095.hdr.sgml : 20050215 20050215152027 ACCESSION NUMBER: 0000092122-05-000095 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 11 CONFORMED PERIOD OF REPORT: 20040215 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050215 DATE AS OF CHANGE: 20050215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHERN CO CENTRAL INDEX KEY: 0000092122 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 580690070 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03526 FILM NUMBER: 05616816 BUSINESS ADDRESS: STREET 1: 270 PEACHTREE ST CITY: ATLANTA STATE: GA ZIP: 30303 BUSINESS PHONE: 4045065000 MAIL ADDRESS: STREET 1: 270 PEACHTREE STREET CITY: ATLANTA STATE: GA ZIP: 30303 8-K 1 sosuccessortrust8k.txt SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 15, 2005 ------------------------------- Commission Registrant, State of Incorporation, I.R.S. Employer File Number Address and Telephone Number Identification No. 1-3526 The Southern Company 58-0690070 (A Delaware Corporation) 270 Peachtree Street, N.W. Atlanta, Georgia 30303 (404) 506-5000 The address of the registrant has not changed since the last report. Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01 Other Events. Effective February 15, 2005, The Bank of New York Trust Company, N.A. was appointed as (i) successor Property Trustee to Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company ("Deutsche Bank") under (A) that certain Amended and Restated Trust Agreement of Southern Company Capital Trust I ("Trust I") dated as of February 1, 1997 by and among Southern Company Capital Funding, Inc. (the "Company"), Deutsche Bank, Deutsche Bank Trust Company Delaware ("Deutsche Bank Delaware"), Wayne Boston, Richard Childs and the several Holders (as defined therein), (B) that certain Amended and Restated Trust Agreement of Southern Company Capital Trust II ("Trust II") dated as of February 1, 1997 by and among the Company, Deutsche Bank, Deutsche Bank Delaware, Wayne Boston, Richard Childs and the several Holders (as defined therein) and (C) that certain Amended and Restated Trust Agreement of Southern Company Capital Trust VI ("Trust VI") dated as of July 1, 2002 by and among the Company, Deutsche Bank, Deutsche Bank Delaware, Wayne Boston, Sam H. Dabbs, Jr. and the several Holders (as defined therein); (ii) successor Indenture Trustee to Deutsche Bank under (A) that certain Subordinated Note Indenture dated as of February 1, 1997 by and among the Company, The Southern Company ("Southern") and Deutsche Bank and all indentures supplemental thereto and (B) that certain Subordinated Note Indenture dated as of June 1, 1997 by and among the Company, Southern and Deutsche Bank and all indentures supplemental thereto and (iii) successor Guarantee Trustee to Deutsche Bank under (A) that certain Guarantee Agreement dated as of February 1, 1997 between Southern and Deutsche Bank with regard to the capital securities of Trust I, (B) that certain Guarantee Agreement dated as of February 1, 1997 between Southern and Deutsche Bank with regard to the capital securities of Trust II, and (C) that certain Guarantee Agreement dated as of July 1, 2002 between Southern and Deutsche Bank with respect to the preferred securities of Trust VI. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. 25.1 Statement of Eligibility under Trust Indenture Act of 1939, as amended, of The Bank of New York Trust Company, N.A., as Trustee under Subordinated Note Indenture dated as of February 1, 1997. 25.2 Statement of Eligibility under Trust Indenture Act of 1939, as amended, of The Bank of New York Trust Company, N.A., as Subordinated Note Indenture Trustee under Subordinated Note Indenture dated as of June 1, 1997. 25.3 Statement of Eligibility under Trust Indenture Act of 1939, as amended, of The Bank of New York Trust Company, N.A., as Property Trustee, relating to Southern Company Capital Trust I. 25.4 Statement of Eligibility under Trust Indenture Act of 1939, as amended, of The Bank of New York Trust Company, N.A., as Guarantee Trustee, relating to Southern Company Capital Trust I. 25.5 Statement of Eligibility under Trust Indenture Act of 1939, as amended, of The Bank of New York Trust Company, N.A., as Property Trustee, relating to Southern Company Capital Trust II. 25.6 Statement of Eligibility under Trust Indenture Act of 1939, as amended, of The Bank of New York Trust Company, N.A., as Guarantee Trustee, relating to Southern Company Capital Trust II. 25.7 Statement of Eligibility under Trust Indenture Act of 1939, as amended, of The Bank of New York Trust Company, N.A., as Property Trustee, relating to Southern Company Capital Trust VI. 25.8 Statement of Eligibility under Trust Indenture Act of 1939, as amended, of The Bank of New York Trust Company, N.A., as Guarantee Trustee, relating to Southern Company Capital Trust VI. 25.9 Statement of Eligibility under Trust Indenture Act of 1939, as amended, of The Bank of New York Trust Company, N.A., as Property Trustee, relating to Southern Company Capital Trust VII. 25.10 Statement of Eligibility under Trust Indenture Act of 1939, as amended, of The Bank of New York Trust Company, N.A., as Guarantee Trustee, relating to Southern Company Capital Trust VII. SIGNATURE Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: February 15, 2005 THE SOUTHERN COMPANY By /s/Tommy Chisholm Tommy Chisholm Secretary EX-25.1 2 x25_1.txt Exhibit 25.1 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) 95-3571558 (State of incorporation (I.R.S. employer if not a U.S. national bank) identification no.) 700 South Flower Street Suite 500 Los Angeles, California 90017 (Address of principal executive offices) (Zip code) --------------------------- THE SOUTHERN COMPANY SOUTHERN COMPANY CAPITAL FUNDING, INC. (Exact name of obligor as specified in its charter) Delaware 58-0690070 Delaware 58-2318047 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 270 Peachtree Street Atlanta, Georgia 30303 (Address of principal executive offices) (Zip code) --------------------------- Junior Subordinated 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. - ----------------------------------------- ------------------------------------- Name Address - ----------------------------------------- ------------------------------------- Comptroller of the Currency United States Department of the Treasury Washington, D.C. 20219 Federal Reserve Bank San Francisco, California 94105 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. 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 articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948). 2. A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948). 3. A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948). 4. A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948). 6. The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948). 7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. SIGNATURE Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, 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 15th day of February, 2005. THE BANK OF NEW YORK TRUST COMPANY, N.A. By: /s/Elizabeth T. Wagner ------------------------------------- Name: Elizabeth T. Wagner Title: Vice President EXHIBIT 7 Consolidated Report of Condition of THE BANK OF NEW YORK TRUST COMPANY, N.A. of 700 S. Flower Street, 2nd Floor, Los Angeles, CA 90017 At the close of business November 30, 2004, published in accordance with Federal regulatory authority instructions. Dollar Amounts in Thousands ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin............................. 11,020 Interest-bearing balances............................. 20 Securities: Held-to-maturity securities.......................... 8,930 Available-for-sale securities..................... 29,892 Federal funds sold and securities purchased under agreements to resell: Federal funds sold ................................ 25,700 Securities purchased under agreements to resell.....111,000 Loans and lease financing receivables: Loans and leases held for sale............................0 Loans and leases, net of unearned income..................................0 LESS: Allowance for loan and lease losses............................................0 Loans and leases, net of unearned income and allowance ................................. 0 Trading assets.................................................. 0 Premises and fixed assets (including capitalized leases)............................... 2,365 Other real estate owned...................................... 0 Investments in unconsolidated subsidiaries and associated companies............................................ 0 Customers' liability to this bank on acceptances outstanding............................. 0 Intangible assets: Goodwill ............................................237,448 Other Intangible Assets ................................17,614 Other assets................................................ 25,184 ------- Total assets............................................... $469,173 ======== LIABILITIES Deposits: In domestic offices Noninterest-bearing..........................................12,587 Interest-bearing..................................................0 Not applicable Federal funds purchased and securities sold under agreements to repurchase: Federal funds purchased...........................................0 Securities sold under agreements to repurchase....................0 Trading liabilities........................................................0 Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)......................................................58,193 Not applicable Bank's liability on acceptances executed and outstanding........................................0 Subordinated notes and debentures..........................................0 Other liabilities.....................................................45,767 ------ Total liabilities...................................................$116,548 ======= Minority interest in consolidated subsidiaries.............................0 EQUITY CAPITAL Perpetual preferred stock and related surplus..............................0 Common stock...........................................................1,000 Surplus..............................................................294,050 Retained earnings.....................................................57,632 Accumulated other comprehensive income Other equity capital components..........................................(57) -------- Total equity capital................................................$352,625 -------- Total liabilities, minority interest, and equity capital............$469,173 ========= I, Thomas J. Mastro, 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 appropriate Federal regulatory authority and is true to the best of my knowledge and belief. Thomas J. Mastro ) Comptroller 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 appropriate Federal regulatory authority and is true and correct. Richard G. Jackson ) Nicholas C. English ) Directors Karen B. Shupenko ) EX-25.2 3 x25_2.txt Exhibit 25.2 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) 95-3571558 (State of incorporation (I.R.S. employer if not a U.S. national bank) identification no.) 700 South Flower Street Suite 500 Los Angeles, California 90017 (Address of principal executive offices) (Zip code) --------------------------- THE SOUTHERN COMPANY SOUTHERN COMPANY CAPITAL FUNDING, INC. (Exact name of obligor as specified in its charter) Delaware 58-0690070 Delaware 58-2318047 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 270 Peachtree Street Atlanta, Georgia 30303 (Address of principal executive offices) (Zip code) --------------------------- Junior Subordinated 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. - ----------------------------------------- ------------------------------------- Name Address - ----------------------------------------- ------------------------------------- Comptroller of the Currency United States Department of the Treasury Washington, D.C. 20219 Federal Reserve Bank San Francisco, California 94105 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. 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 articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948). 2. A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948). 3. A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948). 4. A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948). 6. The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948). 7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. SIGNATURE Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, 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 15th day of February, 2005. THE BANK OF NEW YORK TRUST COMPANY, N.A. By: /s/Elizabeth T. Wagner ------------------------------------- Name: Elizabeth T. Wagner Title: Vice President EXHIBIT 7 Consolidated Report of Condition of THE BANK OF NEW YORK TRUST COMPANY, N.A. of 700 S. Flower Street, 2nd Floor, Los Angeles, CA 90017 At the close of business November 30, 2004, published in accordance with Federal regulatory authority instructions. Dollar Amounts in Thousands ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin............................. 11,020 Interest-bearing balances............................. 20 Securities: Held-to-maturity securities.......................... 8,930 Available-for-sale securities..................... 29,892 Federal funds sold and securities purchased under agreements to resell: Federal funds sold ................................ 25,700 Securities purchased under agreements to resell.....111,000 Loans and lease financing receivables: Loans and leases held for sale............................0 Loans and leases, net of unearned income..................................0 LESS: Allowance for loan and lease losses............................................0 Loans and leases, net of unearned income and allowance ................................. 0 Trading assets.................................................. 0 Premises and fixed assets (including capitalized leases)............................... 2,365 Other real estate owned...................................... 0 Investments in unconsolidated subsidiaries and associated companies............................................ 0 Customers' liability to this bank on acceptances outstanding............................. 0 Intangible assets: Goodwill ............................................237,448 Other Intangible Assets ................................17,614 Other assets................................................ 25,184 ------- Total assets............................................... $469,173 ======== LIABILITIES Deposits: In domestic offices Noninterest-bearing..........................................12,587 Interest-bearing..................................................0 Not applicable Federal funds purchased and securities sold under agreements to repurchase: Federal funds purchased...........................................0 Securities sold under agreements to repurchase....................0 Trading liabilities........................................................0 Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)......................................................58,193 Not applicable Bank's liability on acceptances executed and outstanding........................................0 Subordinated notes and debentures..........................................0 Other liabilities.....................................................45,767 ------ Total liabilities...................................................$116,548 ======= Minority interest in consolidated subsidiaries.............................0 EQUITY CAPITAL Perpetual preferred stock and related surplus..............................0 Common stock...........................................................1,000 Surplus..............................................................294,050 Retained earnings.....................................................57,632 Accumulated other comprehensive income Other equity capital components..........................................(57) -------- Total equity capital................................................$352,625 -------- Total liabilities, minority interest, and equity capital............$469,173 ========= I, Thomas J. Mastro, 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 appropriate Federal regulatory authority and is true to the best of my knowledge and belief. Thomas J. Mastro ) Comptroller 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 appropriate Federal regulatory authority and is true and correct. Richard G. Jackson ) Nicholas C. English ) Directors Karen B. Shupenko ) EX-25.3 4 x25_3.txt Exhibit 25.3 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) 95-3571558 (State of incorporation (I.R.S. employer if not a U.S. national bank) identification no.) 700 South Flower Street Suite 500 Los Angeles, California 90017 (Address of principal executive offices) (Zip code) --------------------------- SOUTHERN COMPANY CAPITAL TRUST I (Exact name of obligor as specified in its charter) Delaware 58-6350405 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 270 Peachtree Street Atlanta, Georgia 30303 (Address of principal executive offices) (Zip code) --------------------------- Capital Securities (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. - ----------------------------------------- ------------------------------------- Name Address - ----------------------------------------- ------------------------------------- Comptroller of the Currency United States Department of the Treasury Washington, D.C. 20219 Federal Reserve Bank San Francisco, California 94105 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. 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 articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948). 2. A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948). 3. A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948). 4. A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948). 6. The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948). 7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. SIGNATURE Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, 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 15th day of February, 2005. THE BANK OF NEW YORK TRUST COMPANY, N.A. By: /s/Elizabeth T. Wagner ------------------------------------- Name: Elizabeth T. Wagner Title: Vice President EXHIBIT 7 Consolidated Report of Condition of THE BANK OF NEW YORK TRUST COMPANY, N.A. of 700 S. Flower Street, 2nd Floor, Los Angeles, CA 90017 At the close of business November 30, 2004, published in accordance with Federal regulatory authority instructions. Dollar Amounts in Thousands ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin............................. 11,020 Interest-bearing balances............................. 20 Securities: Held-to-maturity securities.......................... 8,930 Available-for-sale securities..................... 29,892 Federal funds sold and securities purchased under agreements to resell: Federal funds sold ................................ 25,700 Securities purchased under agreements to resell.....111,000 Loans and lease financing receivables: Loans and leases held for sale............................0 Loans and leases, net of unearned income..................................0 LESS: Allowance for loan and lease losses............................................0 Loans and leases, net of unearned income and allowance ................................. 0 Trading assets.................................................. 0 Premises and fixed assets (including capitalized leases)............................... 2,365 Other real estate owned...................................... 0 Investments in unconsolidated subsidiaries and associated companies............................................ 0 Customers' liability to this bank on acceptances outstanding............................. 0 Intangible assets: Goodwill ............................................237,448 Other Intangible Assets ................................17,614 Other assets................................................ 25,184 ------- Total assets............................................... $469,173 ======== LIABILITIES Deposits: In domestic offices Noninterest-bearing..........................................12,587 Interest-bearing..................................................0 Not applicable Federal funds purchased and securities sold under agreements to repurchase: Federal funds purchased...........................................0 Securities sold under agreements to repurchase....................0 Trading liabilities........................................................0 Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)......................................................58,193 Not applicable Bank's liability on acceptances executed and outstanding........................................0 Subordinated notes and debentures..........................................0 Other liabilities.....................................................45,767 ------ Total liabilities...................................................$116,548 ======= Minority interest in consolidated subsidiaries.............................0 EQUITY CAPITAL Perpetual preferred stock and related surplus..............................0 Common stock...........................................................1,000 Surplus..............................................................294,050 Retained earnings.....................................................57,632 Accumulated other comprehensive income Other equity capital components..........................................(57) -------- Total equity capital................................................$352,625 -------- Total liabilities, minority interest, and equity capital............$469,173 ========= I, Thomas J. Mastro, 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 appropriate Federal regulatory authority and is true to the best of my knowledge and belief. Thomas J. Mastro ) Comptroller 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 appropriate Federal regulatory authority and is true and correct. Richard G. Jackson ) Nicholas C. English ) Directors Karen B. Shupenko ) EX-25.4 5 x25_4.txt Exhibit 25.4 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) 95-3571558 (State of incorporation (I.R.S. employer if not a U.S. national bank) identification no.) 700 South Flower Street Suite 500 Los Angeles, California 90017 (Address of principal executive offices) (Zip code) --------------------------- THE SOUTHERN COMPANY (Exact name of obligor as specified in its charter) Delaware 58-0690070 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 270 Peachtree Street Atlanta, Georgia 30303 (Address of principal executive offices) (Zip code) --------------------------- Capital Securities Guarantee (Southern Company Capital Trust I) (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. - ----------------------------------------- ------------------------------------- Name Address - ----------------------------------------- ------------------------------------- Comptroller of the Currency United States Department of the Treasury Washington, D.C. 20219 Federal Reserve Bank San Francisco, California 94105 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. 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 articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948). 2. A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948). 3. A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948). 4. A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948). 6. The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948). 7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. SIGNATURE Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, 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 15th day of February, 2005. THE BANK OF NEW YORK TRUST COMPANY, N.A. By: /s/Elizabeth T. Wagner ------------------------------------- Name: Elizabeth T. Wagner Title: Vice President EXHIBIT 7 Consolidated Report of Condition of THE BANK OF NEW YORK TRUST COMPANY, N.A. of 700 S. Flower Street, 2nd Floor, Los Angeles, CA 90017 At the close of business November 30, 2004, published in accordance with Federal regulatory authority instructions. Dollar Amounts in Thousands ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin............................. 11,020 Interest-bearing balances............................. 20 Securities: Held-to-maturity securities.......................... 8,930 Available-for-sale securities..................... 29,892 Federal funds sold and securities purchased under agreements to resell: Federal funds sold ................................ 25,700 Securities purchased under agreements to resell.....111,000 Loans and lease financing receivables: Loans and leases held for sale............................0 Loans and leases, net of unearned income..................................0 LESS: Allowance for loan and lease losses............................................0 Loans and leases, net of unearned income and allowance ................................. 0 Trading assets.................................................. 0 Premises and fixed assets (including capitalized leases)............................... 2,365 Other real estate owned...................................... 0 Investments in unconsolidated subsidiaries and associated companies............................................ 0 Customers' liability to this bank on acceptances outstanding............................. 0 Intangible assets: Goodwill ............................................237,448 Other Intangible Assets ................................17,614 Other assets................................................ 25,184 ------- Total assets............................................... $469,173 ======== LIABILITIES Deposits: In domestic offices Noninterest-bearing..........................................12,587 Interest-bearing..................................................0 Not applicable Federal funds purchased and securities sold under agreements to repurchase: Federal funds purchased...........................................0 Securities sold under agreements to repurchase....................0 Trading liabilities........................................................0 Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)......................................................58,193 Not applicable Bank's liability on acceptances executed and outstanding........................................0 Subordinated notes and debentures..........................................0 Other liabilities.....................................................45,767 ------ Total liabilities...................................................$116,548 ======= Minority interest in consolidated subsidiaries.............................0 EQUITY CAPITAL Perpetual preferred stock and related surplus..............................0 Common stock...........................................................1,000 Surplus..............................................................294,050 Retained earnings.....................................................57,632 Accumulated other comprehensive income Other equity capital components..........................................(57) -------- Total equity capital................................................$352,625 -------- Total liabilities, minority interest, and equity capital............$469,173 ========= I, Thomas J. Mastro, 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 appropriate Federal regulatory authority and is true to the best of my knowledge and belief. Thomas J. Mastro ) Comptroller 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 appropriate Federal regulatory authority and is true and correct. Richard G. Jackson ) Nicholas C. English ) Directors Karen B. Shupenko ) EX-25.5 6 x25_5.txt Exhibit 25.5 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) 95-3571558 (State of incorporation (I.R.S. employer if not a U.S. national bank) identification no.) 700 South Flower Street Suite 500 Los Angeles, California 90017 (Address of principal executive offices) (Zip code) --------------------------- SOUTHERN COMPANY CAPITAL TRUST II (Exact name of obligor as specified in its charter) Delaware 58-6350406 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 270 Peachtree Street Atlanta, Georgia 30303 (Address of principal executive offices) (Zip code) --------------------------- Capital Securities (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. - ----------------------------------------- ------------------------------------- Name Address - ----------------------------------------- ------------------------------------- Comptroller of the Currency United States Department of the Treasury Washington, D.C. 20219 Federal Reserve Bank San Francisco, California 94105 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. 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 articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948). 2. A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948). 3. A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948). 4. A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948). 6. The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948). 7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. SIGNATURE Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, 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 15th day of February, 2005. THE BANK OF NEW YORK TRUST COMPANY, N.A. By: /s/Elizabeth T. Wagner ------------------------------------- Name: Elizabeth T. Wagner Title: Vice President EXHIBIT 7 Consolidated Report of Condition of THE BANK OF NEW YORK TRUST COMPANY, N.A. of 700 S. Flower Street, 2nd Floor, Los Angeles, CA 90017 At the close of business November 30, 2004, published in accordance with Federal regulatory authority instructions. Dollar Amounts in Thousands ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin............................. 11,020 Interest-bearing balances............................. 20 Securities: Held-to-maturity securities.......................... 8,930 Available-for-sale securities..................... 29,892 Federal funds sold and securities purchased under agreements to resell: Federal funds sold ................................ 25,700 Securities purchased under agreements to resell.....111,000 Loans and lease financing receivables: Loans and leases held for sale............................0 Loans and leases, net of unearned income..................................0 LESS: Allowance for loan and lease losses............................................0 Loans and leases, net of unearned income and allowance ................................. 0 Trading assets.................................................. 0 Premises and fixed assets (including capitalized leases)............................... 2,365 Other real estate owned...................................... 0 Investments in unconsolidated subsidiaries and associated companies............................................ 0 Customers' liability to this bank on acceptances outstanding............................. 0 Intangible assets: Goodwill ............................................237,448 Other Intangible Assets ................................17,614 Other assets................................................ 25,184 ------- Total assets............................................... $469,173 ======== LIABILITIES Deposits: In domestic offices Noninterest-bearing..........................................12,587 Interest-bearing..................................................0 Not applicable Federal funds purchased and securities sold under agreements to repurchase: Federal funds purchased...........................................0 Securities sold under agreements to repurchase....................0 Trading liabilities........................................................0 Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)......................................................58,193 Not applicable Bank's liability on acceptances executed and outstanding........................................0 Subordinated notes and debentures..........................................0 Other liabilities.....................................................45,767 ------ Total liabilities...................................................$116,548 ======= Minority interest in consolidated subsidiaries.............................0 EQUITY CAPITAL Perpetual preferred stock and related surplus..............................0 Common stock...........................................................1,000 Surplus..............................................................294,050 Retained earnings.....................................................57,632 Accumulated other comprehensive income Other equity capital components..........................................(57) -------- Total equity capital................................................$352,625 -------- Total liabilities, minority interest, and equity capital............$469,173 ========= I, Thomas J. Mastro, 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 appropriate Federal regulatory authority and is true to the best of my knowledge and belief. Thomas J. Mastro ) Comptroller 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 appropriate Federal regulatory authority and is true and correct. Richard G. Jackson ) Nicholas C. English ) Directors Karen B. Shupenko ) EX-25.6 7 x25_6.txt Exhibit 25.6 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) 95-3571558 (State of incorporation (I.R.S. employer if not a U.S. national bank) identification no.) 700 South Flower Street Suite 500 Los Angeles, California 90017 (Address of principal executive offices) (Zip code) --------------------------- THE SOUTHERN COMPANY (Exact name of obligor as specified in its charter) Delaware 58-0690070 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 270 Peachtree Street Atlanta, Georgia 30303 (Address of principal executive offices) (Zip code) --------------------------- Capital Securities Guarantee (Southern Company Capital Trust II) (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. - ----------------------------------------- ------------------------------------- Name Address - ----------------------------------------- ------------------------------------- Comptroller of the Currency United States Department of the Treasury Washington, D.C. 20219 Federal Reserve Bank San Francisco, California 94105 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. 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 articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948). 2. A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948). 3. A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948). 4. A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948). 6. The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948). 7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. SIGNATURE Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, 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 15th day of February, 2005. THE BANK OF NEW YORK TRUST COMPANY, N.A. By: /s/Elizabeth T. Wagner ------------------------------------- Name: Elizabeth T. Wagner Title: Vice President EXHIBIT 7 Consolidated Report of Condition of THE BANK OF NEW YORK TRUST COMPANY, N.A. of 700 S. Flower Street, 2nd Floor, Los Angeles, CA 90017 At the close of business November 30, 2004, published in accordance with Federal regulatory authority instructions. Dollar Amounts in Thousands ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin............................. 11,020 Interest-bearing balances............................. 20 Securities: Held-to-maturity securities.......................... 8,930 Available-for-sale securities..................... 29,892 Federal funds sold and securities purchased under agreements to resell: Federal funds sold ................................ 25,700 Securities purchased under agreements to resell.....111,000 Loans and lease financing receivables: Loans and leases held for sale............................0 Loans and leases, net of unearned income..................................0 LESS: Allowance for loan and lease losses............................................0 Loans and leases, net of unearned income and allowance ................................. 0 Trading assets.................................................. 0 Premises and fixed assets (including capitalized leases)............................... 2,365 Other real estate owned...................................... 0 Investments in unconsolidated subsidiaries and associated companies............................................ 0 Customers' liability to this bank on acceptances outstanding............................. 0 Intangible assets: Goodwill ............................................237,448 Other Intangible Assets ................................17,614 Other assets................................................ 25,184 ------- Total assets............................................... $469,173 ======== LIABILITIES Deposits: In domestic offices Noninterest-bearing..........................................12,587 Interest-bearing..................................................0 Not applicable Federal funds purchased and securities sold under agreements to repurchase: Federal funds purchased...........................................0 Securities sold under agreements to repurchase....................0 Trading liabilities........................................................0 Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)......................................................58,193 Not applicable Bank's liability on acceptances executed and outstanding........................................0 Subordinated notes and debentures..........................................0 Other liabilities.....................................................45,767 ------ Total liabilities...................................................$116,548 ======= Minority interest in consolidated subsidiaries.............................0 EQUITY CAPITAL Perpetual preferred stock and related surplus..............................0 Common stock...........................................................1,000 Surplus..............................................................294,050 Retained earnings.....................................................57,632 Accumulated other comprehensive income Other equity capital components..........................................(57) -------- Total equity capital................................................$352,625 -------- Total liabilities, minority interest, and equity capital............$469,173 ========= I, Thomas J. Mastro, 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 appropriate Federal regulatory authority and is true to the best of my knowledge and belief. Thomas J. Mastro ) Comptroller 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 appropriate Federal regulatory authority and is true and correct. Richard G. Jackson ) Nicholas C. English ) Directors Karen B. Shupenko ) EX-25.7 8 x25_7.txt Exhibit 25.7 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) 95-3571558 (State of incorporation (I.R.S. employer if not a U.S. national bank) identification no.) 700 South Flower Street Suite 500 Los Angeles, California 90017 (Address of principal executive offices) (Zip code) --------------------------- SOUTHERN COMPANY CAPITAL TRUST VI (Exact name of obligor as specified in its charter) Delaware 58-6442701 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 270 Peachtree Street Atlanta, Georgia 30303 (Address of principal executive offices) (Zip code) --------------------------- Trust Preferred Securities (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. - ----------------------------------------- ------------------------------------- Name Address - ----------------------------------------- ------------------------------------- Comptroller of the Currency United States Department of the Treasury Washington, D.C. 20219 Federal Reserve Bank San Francisco, California 94105 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. 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 articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948). 2. A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948). 3. A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948). 4. A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948). 6. The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948). 7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. SIGNATURE Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, 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 15th day of February, 2005. THE BANK OF NEW YORK TRUST COMPANY, N.A. By: /s/Elizabeth T. Wagner ------------------------------------- Name: Elizabeth T. Wagner Title: Vice President EXHIBIT 7 Consolidated Report of Condition of THE BANK OF NEW YORK TRUST COMPANY, N.A. of 700 S. Flower Street, 2nd Floor, Los Angeles, CA 90017 At the close of business November 30, 2004, published in accordance with Federal regulatory authority instructions. Dollar Amounts in Thousands ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin............................. 11,020 Interest-bearing balances............................. 20 Securities: Held-to-maturity securities.......................... 8,930 Available-for-sale securities..................... 29,892 Federal funds sold and securities purchased under agreements to resell: Federal funds sold ................................ 25,700 Securities purchased under agreements to resell.....111,000 Loans and lease financing receivables: Loans and leases held for sale............................0 Loans and leases, net of unearned income..................................0 LESS: Allowance for loan and lease losses............................................0 Loans and leases, net of unearned income and allowance ................................. 0 Trading assets.................................................. 0 Premises and fixed assets (including capitalized leases)............................... 2,365 Other real estate owned...................................... 0 Investments in unconsolidated subsidiaries and associated companies............................................ 0 Customers' liability to this bank on acceptances outstanding............................. 0 Intangible assets: Goodwill ............................................237,448 Other Intangible Assets ................................17,614 Other assets................................................ 25,184 ------- Total assets............................................... $469,173 ======== LIABILITIES Deposits: In domestic offices Noninterest-bearing..........................................12,587 Interest-bearing..................................................0 Not applicable Federal funds purchased and securities sold under agreements to repurchase: Federal funds purchased...........................................0 Securities sold under agreements to repurchase....................0 Trading liabilities........................................................0 Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)......................................................58,193 Not applicable Bank's liability on acceptances executed and outstanding........................................0 Subordinated notes and debentures..........................................0 Other liabilities.....................................................45,767 ------ Total liabilities...................................................$116,548 ======= Minority interest in consolidated subsidiaries.............................0 EQUITY CAPITAL Perpetual preferred stock and related surplus..............................0 Common stock...........................................................1,000 Surplus..............................................................294,050 Retained earnings.....................................................57,632 Accumulated other comprehensive income Other equity capital components..........................................(57) -------- Total equity capital................................................$352,625 -------- Total liabilities, minority interest, and equity capital............$469,173 ========= I, Thomas J. Mastro, 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 appropriate Federal regulatory authority and is true to the best of my knowledge and belief. Thomas J. Mastro ) Comptroller 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 appropriate Federal regulatory authority and is true and correct. Richard G. Jackson ) Nicholas C. English ) Directors Karen B. Shupenko ) EX-25.8 9 x25_8.txt Exhibit 25.8 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) 95-3571558 (State of incorporation (I.R.S. employer if not a U.S. national bank) identification no.) 700 South Flower Street Suite 500 Los Angeles, California 90017 (Address of principal executive offices) (Zip code) --------------------------- THE SOUTHERN COMPANY (Exact name of obligor as specified in its charter) Delaware 58-0690070 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 270 Peachtree Street Atlanta, Georgia 30303 (Address of principal executive offices) (Zip code) --------------------------- Trust Preferred Securities Guarantee (Southern Company Capital Trust VI) (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. - ----------------------------------------- ------------------------------------- Name Address - ----------------------------------------- ------------------------------------- Comptroller of the Currency United States Department of the Treasury Washington, D.C. 20219 Federal Reserve Bank San Francisco, California 94105 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. 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 articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948). 2. A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948). 3. A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948). 4. A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948). 6. The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948). 7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. SIGNATURE Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, 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 15th day of February, 2005. THE BANK OF NEW YORK TRUST COMPANY, N.A. By: /s/Elizabeth T. Wagner ------------------------------------- Name: Elizabeth T. Wagner Title: Vice President EXHIBIT 7 Consolidated Report of Condition of THE BANK OF NEW YORK TRUST COMPANY, N.A. of 700 S. Flower Street, 2nd Floor, Los Angeles, CA 90017 At the close of business November 30, 2004, published in accordance with Federal regulatory authority instructions. Dollar Amounts in Thousands ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin............................. 11,020 Interest-bearing balances............................. 20 Securities: Held-to-maturity securities.......................... 8,930 Available-for-sale securities..................... 29,892 Federal funds sold and securities purchased under agreements to resell: Federal funds sold ................................ 25,700 Securities purchased under agreements to resell.....111,000 Loans and lease financing receivables: Loans and leases held for sale............................0 Loans and leases, net of unearned income..................................0 LESS: Allowance for loan and lease losses............................................0 Loans and leases, net of unearned income and allowance ................................. 0 Trading assets.................................................. 0 Premises and fixed assets (including capitalized leases)............................... 2,365 Other real estate owned...................................... 0 Investments in unconsolidated subsidiaries and associated companies............................................ 0 Customers' liability to this bank on acceptances outstanding............................. 0 Intangible assets: Goodwill ............................................237,448 Other Intangible Assets ................................17,614 Other assets................................................ 25,184 ------- Total assets............................................... $469,173 ======== LIABILITIES Deposits: In domestic offices Noninterest-bearing..........................................12,587 Interest-bearing..................................................0 Not applicable Federal funds purchased and securities sold under agreements to repurchase: Federal funds purchased...........................................0 Securities sold under agreements to repurchase....................0 Trading liabilities........................................................0 Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)......................................................58,193 Not applicable Bank's liability on acceptances executed and outstanding........................................0 Subordinated notes and debentures..........................................0 Other liabilities.....................................................45,767 ------ Total liabilities...................................................$116,548 ======= Minority interest in consolidated subsidiaries.............................0 EQUITY CAPITAL Perpetual preferred stock and related surplus..............................0 Common stock...........................................................1,000 Surplus..............................................................294,050 Retained earnings.....................................................57,632 Accumulated other comprehensive income Other equity capital components..........................................(57) -------- Total equity capital................................................$352,625 -------- Total liabilities, minority interest, and equity capital............$469,173 ========= I, Thomas J. Mastro, 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 appropriate Federal regulatory authority and is true to the best of my knowledge and belief. Thomas J. Mastro ) Comptroller 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 appropriate Federal regulatory authority and is true and correct. Richard G. Jackson ) Nicholas C. English ) Directors Karen B. Shupenko ) EX-25.9 10 x25_9.txt Exhibit 25.9 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) 95-3571558 (State of incorporation (I.R.S. employer if not a U.S. national bank) identification no.) 700 South Flower Street Suite 500 Los Angeles, California 90017 (Address of principal executive offices) (Zip code) --------------------------- SOUTHERN COMPANY CAPITAL TRUST VII (Exact name of obligor as specified in its charter) Delaware 58-6442702 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 270 Peachtree Street Atlanta, Georgia 30303 (Address of principal executive offices) (Zip code) --------------------------- Trust Preferred Securities (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. - ----------------------------------------- ------------------------------------- Name Address - ----------------------------------------- ------------------------------------- Comptroller of the Currency United States Department of the Treasury Washington, D.C. 20219 Federal Reserve Bank San Francisco, California 94105 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. 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 articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948). 2. A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948). 3. A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948). 4. A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948). 6. The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948). 7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. SIGNATURE Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, 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 15th day of February, 2005. THE BANK OF NEW YORK TRUST COMPANY, N.A. By: /s/Elizabeth T. Wagner ------------------------------------- Name: Elizabeth T. Wagner Title: Vice President EXHIBIT 7 Consolidated Report of Condition of THE BANK OF NEW YORK TRUST COMPANY, N.A. of 700 S. Flower Street, 2nd Floor, Los Angeles, CA 90017 At the close of business November 30, 2004, published in accordance with Federal regulatory authority instructions. Dollar Amounts in Thousands ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin............................. 11,020 Interest-bearing balances............................. 20 Securities: Held-to-maturity securities.......................... 8,930 Available-for-sale securities..................... 29,892 Federal funds sold and securities purchased under agreements to resell: Federal funds sold ................................ 25,700 Securities purchased under agreements to resell.....111,000 Loans and lease financing receivables: Loans and leases held for sale............................0 Loans and leases, net of unearned income..................................0 LESS: Allowance for loan and lease losses............................................0 Loans and leases, net of unearned income and allowance ................................. 0 Trading assets.................................................. 0 Premises and fixed assets (including capitalized leases)............................... 2,365 Other real estate owned...................................... 0 Investments in unconsolidated subsidiaries and associated companies............................................ 0 Customers' liability to this bank on acceptances outstanding............................. 0 Intangible assets: Goodwill ............................................237,448 Other Intangible Assets ................................17,614 Other assets................................................ 25,184 ------- Total assets............................................... $469,173 ======== LIABILITIES Deposits: In domestic offices Noninterest-bearing..........................................12,587 Interest-bearing..................................................0 Not applicable Federal funds purchased and securities sold under agreements to repurchase: Federal funds purchased...........................................0 Securities sold under agreements to repurchase....................0 Trading liabilities........................................................0 Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)......................................................58,193 Not applicable Bank's liability on acceptances executed and outstanding........................................0 Subordinated notes and debentures..........................................0 Other liabilities.....................................................45,767 ------ Total liabilities...................................................$116,548 ======= Minority interest in consolidated subsidiaries.............................0 EQUITY CAPITAL Perpetual preferred stock and related surplus..............................0 Common stock...........................................................1,000 Surplus..............................................................294,050 Retained earnings.....................................................57,632 Accumulated other comprehensive income Other equity capital components..........................................(57) -------- Total equity capital................................................$352,625 -------- Total liabilities, minority interest, and equity capital............$469,173 ========= I, Thomas J. Mastro, 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 appropriate Federal regulatory authority and is true to the best of my knowledge and belief. Thomas J. Mastro ) Comptroller 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 appropriate Federal regulatory authority and is true and correct. Richard G. Jackson ) Nicholas C. English ) Directors Karen B. Shupenko ) EX-25.10 11 x25_10.txt Exhibit 25.10 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) 95-3571558 (State of incorporation (I.R.S. employer if not a U.S. national bank) identification no.) 700 South Flower Street Suite 500 Los Angeles, California 90017 (Address of principal executive offices) (Zip code) --------------------------- THE SOUTHERN COMPANY (Exact name of obligor as specified in its charter) Delaware 58-0690070 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 270 Peachtree Street Atlanta, Georgia 30303 (Address of principal executive offices) (Zip code) --------------------------- Trust Preferred Securities Guarantee (Southern Company Capital Trust VII) (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. - ----------------------------------------- ------------------------------------- Name Address - ----------------------------------------- ------------------------------------- Comptroller of the Currency United States Department of the Treasury Washington, D.C. 20219 Federal Reserve Bank San Francisco, California 94105 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. 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 articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948). 2. A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948). 3. A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948). 4. A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948). 6. The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948). 7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. SIGNATURE Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, 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 15th day of February, 2005. THE BANK OF NEW YORK TRUST COMPANY, N.A. By: /s/Elizabeth T. Wagner ------------------------------------- Name: Elizabeth T. Wagner Title: Vice President EXHIBIT 7 Consolidated Report of Condition of THE BANK OF NEW YORK TRUST COMPANY, N.A. of 700 S. Flower Street, 2nd Floor, Los Angeles, CA 90017 At the close of business November 30, 2004, published in accordance with Federal regulatory authority instructions. Dollar Amounts in Thousands ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin............................. 11,020 Interest-bearing balances............................. 20 Securities: Held-to-maturity securities.......................... 8,930 Available-for-sale securities..................... 29,892 Federal funds sold and securities purchased under agreements to resell: Federal funds sold ................................ 25,700 Securities purchased under agreements to resell.....111,000 Loans and lease financing receivables: Loans and leases held for sale............................0 Loans and leases, net of unearned income..................................0 LESS: Allowance for loan and lease losses............................................0 Loans and leases, net of unearned income and allowance ................................. 0 Trading assets.................................................. 0 Premises and fixed assets (including capitalized leases)............................... 2,365 Other real estate owned...................................... 0 Investments in unconsolidated subsidiaries and associated companies............................................ 0 Customers' liability to this bank on acceptances outstanding............................. 0 Intangible assets: Goodwill ............................................237,448 Other Intangible Assets ................................17,614 Other assets................................................ 25,184 ------- Total assets............................................... $469,173 ======== LIABILITIES Deposits: In domestic offices Noninterest-bearing..........................................12,587 Interest-bearing..................................................0 Not applicable Federal funds purchased and securities sold under agreements to repurchase: Federal funds purchased...........................................0 Securities sold under agreements to repurchase....................0 Trading liabilities........................................................0 Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)......................................................58,193 Not applicable Bank's liability on acceptances executed and outstanding........................................0 Subordinated notes and debentures..........................................0 Other liabilities.....................................................45,767 ------ Total liabilities...................................................$116,548 ======= Minority interest in consolidated subsidiaries.............................0 EQUITY CAPITAL Perpetual preferred stock and related surplus..............................0 Common stock...........................................................1,000 Surplus..............................................................294,050 Retained earnings.....................................................57,632 Accumulated other comprehensive income Other equity capital components..........................................(57) -------- Total equity capital................................................$352,625 -------- Total liabilities, minority interest, and equity capital............$469,173 ========= I, Thomas J. Mastro, 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 appropriate Federal regulatory authority and is true to the best of my knowledge and belief. Thomas J. Mastro ) Comptroller 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 appropriate Federal regulatory authority and is true and correct. Richard G. Jackson ) Nicholas C. English ) Directors Karen B. Shupenko ) -----END PRIVACY-ENHANCED MESSAGE-----