EX-25.02 16 ogeenergyandoges-3asrxex2502.htm EXHIBIT 25.02 OGE Energy and OG&E S-3ASR - Ex. 25.02


Exhibit 25.02

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549



FORM T-1


STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE


 
UMB BANK, NATIONAL ASSOCIATION
(Exact name of trustee as Specified in its charter)
 
 
44-0201230
(I.R.S. Employer
Identification No.)
 
 
1010 Grand Blvd., Kansas City, Missouri
64106
(Address of Principal Executive Offices)
(Zip Code)
 
 
 
 
 
 
OKLAHOMA GAS AND ELECTRIC COMPANY
(Exact name of obligor as specified in its charter)
 
 
Oklahoma
73-0382390
(State or other jurisdiction
(I.R.S. Employer
of incorporation or organization)
Identification No.)
 
321 North Harvey
 
Oklahoma City, Oklahoma
73101
(Address of principal executive offices)
(Zip Code)
 
 
 
 
 
Senior Notes
 
 
 
 
(Title of the indenture securities)







Item 1.
General Information

(a)
Name and address of each examining or supervising authority to which the Trustee is subject is as follows:

The Comptroller of the Currency
Mid‑Western District
2345 Grand Avenue, Suite 700
Kansas City, Missouri 64108

Federal Reserve Bank of Kansas City
Federal Reserve P.O. Station
Kansas City, Missouri 64198

Supervising Examiner
Federal Deposit Insurance Corporation
720 Olive Street, Suite 2909
St. Louis, Missouri 63101

(b)
The Trustee is authorized to exercise corporate trust powers.

Item 2.
Affiliations with obligor. The Obligor is not affiliated with the Trustee.

Item 3.
Voting securities of the Trustee.

NOT APPLICABLE.
    
Item 4.
Trusteeships under other indentures.

NOT APPLICABLE

Item 5.
Interlocking directorates and similar relationships with the obligor or underwriters.

NOT APPLICABLE

Item 6.
Voting securities of the trustee owned by the obligor or its officials.

NOT APPLICABLE

Item 7.
Voting securities of the trustee owned by underwriters or their officials.

NOT APPLICABLE

Item 8.
Securities of the obligor owned or held by the trustee.

NOT APPLICABLE

Item 9.
Securities of the underwriters owned or held by the trustee.

NOT APPLICABLE

Item 10.
Ownership or holdings by the trustee of voting securities of certain affiliates or security holders of the obligor.

NOT APPLICABLE

Item 11.
Ownership or holdings by the trustee of any securities of a person owning 50 percent or more of the voting securities of the obligor.

NOT APPLICABLE






Item 12.
Indebtedness of the Obligor to the Trustee.

NOT APPLICABLE

Item 13.
Defaults of the Obligor.

NONE

Item 14.
Affiliations with the Underwriters.

NOT APPLICABLE

Item 15.
Foreign Trustee.

NOT APPLICABLE

Item 16.
List of Exhibits
    
Listed below are all exhibits as a part of this Statement of eligibility and qualification.

1.
Articles of Association of the Trustee, as now in effect (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-74008).

2.
Certificate of Authority from the Comptroller of the Currency evidencing a change of the corporate title of the Association. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-74008).

3.
Certificate from the Comptroller of the Currency evidencing authority to exercise corporate trust powers and a letter evidencing a change of the corporate title of the Association. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-74008).

4.
Bylaws, as amended of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-74008).

5.
N/A

6.
Consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Registration Statement No. 333-74008).

7.
Report of Condition of the Trustee as of 12/31/12.
     
SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, UMB Bank, National Association, a national bank 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 Kansas City, and State of Missouri, on the 26th day of March, 2013.
 
UMB BANK, NATIONAL ASSOCIATION

BY:
/s/ Mark B. Flannagan
 
Mark B. Flannagan, Senior Vice President





T-1 EXHIBIT 7
UMB Bank, National Association
 
1010 GRAND BOULEVARD
FFIEC 041
KANSAS CITY, MO  64106
Consolidated Report of Condition
FDIC Certificate Number:  8273
for December 31, 2012
Web Address: http://WWW.UMB.COM
 

The web address is as provided by the institution. Please contact the institution directly with any questions regarding the data or the web address.
 
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Consolidated Report of Condition for Insured Banks and Savings Associations for December 31, 2012
 
All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.
Schedule RC - Balance Sheet
 
 
 
 
 
 
Dollar Amounts in Thousands 
 
 
 
Bil/Mil/Thou
 
ASSETS
 
 
 
 

 
 
1. Cash and balances due from depository institutions (from Schedule RC-A):
 
 
 
 

 
 
a. Noninterest-bearing balances and currency and coin (1)
 
RCON 0081
 
683,725

 
1.a.
b. Interest-bearing balances (2)
 
RCON 0071
 
720,304

 
1.b.
2. Securities:
 
 
 
 

 
 
a. Held-to-maturity securities (from Schedule RC-B, column A)
 
RCON 1754
 
114,756

 
2.a.
b. Available-for-sale securities (from Schedule RC-B, column D)
 
RCON 1773
 
6,937,435

 
2.b.
3. Federal funds sold and securities purchased under agreements to resell:
 
 
 
 

 
 
a. Federal funds sold
 
RCON B987
 
32,650

 
3.a.
b. Securities purchased under agreements to resell (3)
 
RCON B989
 
57,218

 
3.b.
4. Loans and lease financing receivables (from Schedule RC-C):
 
 
 
 

 
 
a. Loans and leases held for sale
 
RCON 5369
 
3,877

 
4.a.
b. Loans and leases, net of unearned income
 
RCON B528
 
5,686,285

 
4.b.
c. LESS: Allowance for loan and lease losses
 
RCON 3123
 
71,426

 
4.c.
d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)
 
RCON B529
 
5,614,859

 
4.d.
5. Trading assets (from Schedule RC-D)
 
RCON 3545
 
25,107

 
5.
6. Premises and fixed assets (including capitalized leases)
 
RCON 2145
 
221,003

 
6.
7. Other real estate owned (from Schedule RC-M)
 
RCON 2150
 
3,524

 
7.
8. Investments in unconsolidated subsidiaries and associated companies
 
RCON 2130
 
0

 
8.
9. Direct and indirect investments in real estate ventures
 
RCON 3656
 
0

 
9.
10.  Intangible assets:
 
 
 
 

 
 
 a. Goodwill
 
RCON 3163
 
90,011

 
10.a.
 b. Other intangible assets (from Schedule RC-M)
 
RCON 0426
 
15,796

 
10.b.
11.  Other assets (from Schedule RC-F)
 
RCON 2160
 
169,598

 
11.
12.  Total assets (sum of items 1 through 11)
 
RCON 2170
 
14,689,863

 
12.
 
(1)
Includes cash items in process of collection and unposted debits.
(2)
Includes time certificates of deposit not held for trading.
(3)
Includes all securities resale agreements, regardless of maturity.





Schedule RC - Continued
 
 
 
 
 
 
Dollar Amounts in Thousands 
 
 
 
Bil/Mil/Thou
 
 
 
 
 
LIABILITIES
 
 
 
 

 
 
13. Deposits:
 
 
 
 

 
 
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E)
 
RCON 2200
 
11,710,824

 
13.a.
  (1) Noninterest-bearing (1)
 
RCON 6631
 
4,978,034

 
13.a.(1)
  (2) Interest-bearing
 
RCON 6636
 
6,732,790

 
13.a.(2)
b. Not applicable
 
 
 
 

 
 
14. Federal funds purchased and securities sold under agreements to repurchase:
 
 
 
 

 
 
a. Federal funds purchased (2)
 
RCON B993
 
0

 
14.a.
b. Securities sold under agreements to repurchase (3)
 
RCON B995
 
1,788,374

 
14.b.
15. Trading liabilities (from Schedule RC-D)
 
RCON 3548
 
0

 
15.
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M)
 
RCON 3190
 
5,879

 
16.
17. Not applicable
 
 
 
 

 
 
18. Not applicable
 
 
 
 
 
 
19. Subordinated notes and debentures (4)
 
RCON 3200
 
0

 
19.
20. Other liabilities (from Schedule RC-G)
 
RCON 2930
 
122,135

 
20.
21. Total liabilities (sum of items 13 through 20)
 
RCON 2948
 
13,627,212

 
21.
22. Not applicable
 
 
 
 
 
22.
EQUITY CAPITAL
 
 
 
 

 
 
Bank Equity Capital
 
 
 
 
 
 
23. Perpetual preferred stock and related surplus
 
RCON 3838
 
0

 
23.
24. Common stock
 
RCON 3230
 
21,250

 
24.
25. Surplus (exclude all surplus related to preferred stock)
 
RCON 3839
 
368,371

 
25.
26.
 
 
 
 
 
26.
a. Retained earnings
 
RCON 3632
 
587,441

 
26.a.
b. Accumulated other comprehensive income (5)
 
RCON B530
 
85,589

 
26.b.
c. Other equity capital components (6)
 
RCON A130
 
0

 
26.c.
27.
 
 
 
 
 
27.
a. Total bank equity capital (sum of items 23 through 26.c)
 
RCON 3210
 
1,062,651

 
27.a.
b. Noncontrolling (minority) interests in consolidated subsidiaries
 
RCON 3000
 
0

 
27.b.
28. Total equity capital (sum of items 27.a and 27.b)
 
RCON G105
 
1,062,651

 
28.
29. Total liabilities and equity capital (sum of items 21 and 28)
 
RCON 3300
 
14,689,863

 
29.
 
(1)
Includes noninterest-bearing demand, time and savings deposits.
(2)
Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, "Other borrowed money."
(3)
Includes all securities repurchase agreements, regardless of maturity.
(4)
Includes limited-life preferred stock and related surplus.
(5)
Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, and accumulated defined benefit pension and other postretirement plan adjustments.
(6)
Includes treasury stock and unearned Employee Stock Ownership Plan shares.






Schedule RC - Continued

Memoranda 

To be reported with the March Report of Condition.
 
 
 
 
Number
 
1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2011
 
RCON 6724
 
N/A
M.1.

1 =
Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank

2 =
Independent audit of the bank's parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)

3 =
Attestation on bank management's assertion on the effectiveness of the bank's internal control over financial reporting by a certified public accounting firm

4 =
Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)

5 =
Directors' examination of the bank performed by other external auditors (may be required by state chartering authority)

6 =
Review of the bank's financial statements by external auditors

7 =
Compilation of the bank's financial statements by external auditors

8 =
Other audit procedures (excluding tax preparation work)

9 =
No external audit work

 
 
 
 
MM/DD
 
 To be reported with the March Report of Condition.
 
 
 
 
 
2. Bank's fiscal year-end date
 
RCON 8678
 
N/A
M.2.