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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ____
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THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
00-0000000
(I.R.S. Employer Identification Number)
000 Xxxx Xxxxxx, Xxxxxxx, Xxxxx 00000
(Address of principal executive (Zip code)
offices)
Xxx Xxxxxxx, 000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxx 00000 (713) 216-2448
(Name, address and telephone number of agent for service)
RELIANT ENERGY RESOURCES CORP.
(Exact name of obligor as specified in its charter)
Delaware 00-0000000
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
0000 Xxxxxxxxx
Xxxxxxx, Xxxxx 00000
(Address of principal executive (Zip code)
offices)
Debt Securities
(Title of indenture securities)
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Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
State of New York Banking Department
State of Texas Department of Banking
Federal Deposit Insurance Corporation, Washington, D.C.
Board of Governors of the Federal Reserve System, Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with the obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
The obligor is not an affiliate of the trustee. (See Note on Page
7.)
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 by virtue of Form T-1 General Instruction B and
response to Item 13.
Item 4. Trusteeships under other indentures.
If the trustee is a trustee under another indenture under which any other
securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, furnish the following information:
(a) Title of the securities outstanding under each such other
indenture.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
(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 by virtue of Form T-1 General Instruction B and
response to Item 13.
Item 5. Interlocking directorates and similar relationships with obligor or
underwriters.
If the trustee or any of the directors or executive officer 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 by virtue of Form T-1 General Instruction B and
response to Item 13.
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
------ ------ ------ ------
Percentage of voting securities
represented by amount given in
Name of owner Title of class Amount owned beneficially Col. C
------------- -------------- ------------------------- -------------------------------
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
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
------ ------ ------ ------
Percentage of voting securities
represented by amount given in
Name of owner Title of class Amount owned beneficially Col. C
------------- -------------- ------------------------- -------------------------------
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
Item 8. Securities of the obligor owned or held by the trustee.
Furnish the following information as to the securities of the obligor
owned beneficially or held as collateral security for obligations in
default by the trustee.
Col. A Col. B Col. C Col. D
------ ------ ------ ------
Amount owned
beneficially
or held as
collateral Percent of class
security for represented by
obligations in amount given in
Title of class Whether the securities are voting or nonvoting securities default Col. C
-------------- --------------------------------------------------------- -------------- ----------------
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
Item 9. Securities of underwriters owned or held by the trustee.
If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of an underwriter for the obligor,
furnish the following information as to each class of securities of such
underwriter any of which are so owned or held by the trustee.
Col. A Col. B Col. C Col. D
------ ------ ------ ------
Percent of class
Name and issuer represented by
and Amount owned beneficially or held as collateral amount given in
Title of class Amount outstanding security for obligations in default by trustee Col. C
--------------- ------------------ ----------------------------------------------- ----------------
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
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% 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
------ ------ ------ ------
Percent of class
Name and issuer represented by
and Amount owned beneficially or held as collateral amount given in
Title of class Amount outstanding security for obligations in default by trustee Col. C
--------------- ------------------ ----------------------------------------------- ----------------
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
Item 11. Ownership or holdings by the trustee of any securities of a person
owning 50% 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% or more of the voting securities of the obligor,
furnish the following information as to each class of securities or such
person any of which are so owned or held by the trustee.
Col. A Col. B Col. C Col. D
------ ------ ------ ------
Percent of class
Name and issuer represented by
and Amount owned beneficially or held as collateral amount given in
Title of class Amount outstanding security for obligations in default by trustee Col. C
--------------- ------------------ ----------------------------------------------- ----------------
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
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 by virtue of Form T-1 General Instruction B and
response to Item 13.
Item 13.Defaults by the Obligor.
(a) State whether there is or has been a default with respect to the
securities under this indenture. Explain the nature of any such default.
There is not, nor has there been, a default with respect to the
securities under this indenture. (See Note on Page 7.)
(b) If the trustee is a trustee under another indenture under which any
securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, or is trustee for more than one
outstanding series of securities under the indenture, state whether there
has been a default under any such indenture or series, identify the
indenture or series affected, and explain the nature of any such default.
There has not been a default under any such indenture or series. (See Note
on Page 7.)
3
Item 14.Affiliations with the Underwriters.
If any underwriter is an affiliate of the trustee, describe each such
affiliation.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
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.List of Exhibits.
List below all exhibits filed as part of this statement of eligibility.
.1. A copy of the articles of association of the trustee now in effect.
#2. A copy of the certificate of authority of the trustee to commence
business.
*3. A copy of the certificate of authorization of the trustee to
exercise corporate trust powers.
+4. A copy of the existing bylaws of the trustee.
5. Not applicable.
6. The consent of the United States institutional trustees required by
Section 321(b) of the Act.
.7. A copy of the latest report of condition of the trustee published
pursuant to law or the requirements of its supervising or examining
authority.
8. Not applicable.
9. Not applicable.
NOTE REGARDING INCORPORATED EXHIBITS
Effective August 1, 2000, Chase Bank of Texas, National Association merged
into The Chase Manhattan Bank, a New York banking corporation. The exhibits
incorporated below relate to The Chase Manhattan Bank. The report of condition
is that of The Chase Manhattan bank for the third quarter, 2000.
.Incorporated by reference to exhibit bearing the same designation and
previously filed with the Securities and Exchange Commission as exhibits to the
Form S-4 File No. 333-46070.
#Incorporated by reference to exhibit bearing the same designation and
previously filed with the Securities and Exchange Commission as exhibits to the
Form S-4 File No. 333-46070.
*The Trustee is authorized to exercise corporate trust powers under the
banking law of the State of New York.
+Incorporated by reference to exhibit bearing the same designation and
previously filed with the Securities and Exchange Commission as exhibits to the
Form S-4 File No. 333-46070.
.Incorporated by reference to exhibit bearing the same designation and
previously filed with the Securities and Exchange Commission as exhibits to the
Form S-4 File No. 333-49162.
4
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the trustee
of all facts on which to base responsive answers to Items 2 and 13, the answers
to said Items are based on incomplete information. Such Items may, however, be
considered as correct unless amended by an amendment to this Form T-1.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee,
The Chase Manhattan Bank, a New York banking corporation and successor to Chase
Bank of Texas, National Association, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto
authorized, all in the City of Houston, and State of Texas, on the 7th day of
February, 2001.
THE CHASE MANHATTAN BANK, as Trustee
/s/ Xxxxxx Xxxxxx
By: _________________________________
Xxxxxx Xxxxxx
Vice President and Trust Officer
5
Exhibit 6
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
The undersigned is successor trustee under an Indenture dated as of February
1, 1998, as supplemented, between NorAm Energy Corp., now known as Reliant
Energy Resources Corp., a Delaware corporation, as obligor (the "Company"), and
Chase Bank of Texas, National Association, now known as The Chase Manhattan
Bank, as Trustee, entered into in connection with the issuance of the Company's
Debt Securities.
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned hereby consents that reports of examinations of the undersigned,
made by Federal or State authorities authorized to make such examinations, may
be furnished by such authorities to the Securities and Exchange Commission upon
its request therefor.
Very truly yours,
THE CHASE MANHATTAN BANK, as Trustee
/s/ Xxxxxx Xxxxxx
By: _________________________________
Xxxxxx Xxxxxx
Vice President and Trust Officer
6
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business September 30, 2000, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
DOLLAR AMOUNTS
ASSETS IN MILLIONS
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin................................. $ 17,515
Interest-bearing balances......................... 4,770
Securities:.........................................
Held to maturity securities......................... 598
Available for sale securities....................... 62,624
Federal funds sold and securities purchased under
agreements to resell.............................. 30,503
Loans and lease financing receivables:
Loans and leases, net of unearned income $155,252
Less: Allowance for loan and lease losses 2,445
Less: Allocated transfer risk reserve.... 0
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Loans and leases, net of unearned income,
allowance, and reserve............................ 152,807
Trading Assets...................................... 51,438
Premises and fixed assets (including capitalized
leases)........................................... 4,205
Other real estate owned............................. 17
Investments in unconsolidated subsidiaries and
associated companies.............................. 379
Customers' liability to this bank on acceptances
outstanding....................................... 491
Intangible assets................................... 4,386
Other assets........................................ 16,471
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TOTAL ASSETS........................................ $346,204
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LIABILITIES
Deposits
In domestic offices............................... $119,935
Noninterest-bearing ......................$ 46,678
Interest-bearing ......................... 73,257
In foreign offices, Edge and Agreement
subsidiaries and IBF's............................ 92,814
Noninterest-bearing ........................$ 6,054
Interest-bearing.......................... 86,760
Federal funds purchased and securities sold under
agreements to repurchase........................... 51,959
Demand notes issued to the U.S. Treasury............ 750
Trading liabilities................................. 35,146
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less..... 5,226
With a remaining maturity of more than one
year through three years.................... 0
With a remaining maturity of more than three
years....................................... 95
Bank's liability on acceptances executed and
outstanding........................................ 491
Subordinated notes and debentures................... 5,874
Other liabilities................................... 12,460
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TOTAL LIABILITIES................................... 324,750
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EQUITY CAPITAL
Perpetual preferred stock and related surplus....... 0
Common stock........................................ 1,211
Surplus (exclude all surplus related to preferred
stock)............................................. 12,991
Undivided profits and capital reserves.............. 8,278
Net unrealized holding gains (losses) on
available-for-sale securities ..................... (1,043)
Accumulated net gains (losses) on cash flow xxxxxx.. 0
Cumulative foreign currency translation adjustments. 17
TOTAL EQUITY CAPITAL................................ 21,454
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TOTAL LIABILITIES AND EQUITY CAPITAL................ $346,204
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I, Xxxxxx X. Xxxxxxxx, E.V.P. & Controller 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.
XXXXXX X. XXXXXXXX
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 in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.
XXXXXXX X. XXXXXXXX, XX.)
XXXX X. XXXXXXXX ) DIRECTORS
H. XXXXXXXX XXXXXX )
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