EX-25.01 12 a2108372zex-25_01.txt EX-25.01 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE 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) OGE ENERGY CORP. (Exact name of obligor as specified in its charter) Oklahoma 73-1481638 (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) Debt Securities (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 12/31/02. 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 10th day of April, 2003. UMB BANK, NATIONAL ASSOCIATION BY: /s/ Frank C. Bramwell ----------------------------------------- Frank C. Bramwell, Senior Vice President Date: April 15, 2003 T-1 EXHIBIT 7 ================================================================================ UMB Bank, National Association FFIEC 041 1010 GRAND BOULEVARD Consolidated Report of Condition KANSAS CITY , MO 64106 for December 31, 2002 FDIC Certificate Number: 8273 ================================================================================ ================================================================================ Web Address as of: 2/21/2003 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. ================================================================================ ================================================================================ INFORMATION PAGE | SEARCH ================================================================================ Consolidated Report of Condition for Insured Commercial and State - Chartered Savings Banks for December 31, 2002 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 ASSETS 1.Cash and balances due from depository institutions (from Schedule RC-A) a. RCON Noninterest-bearing balances and currency and coin(1) 0081 692,741 b. RCON Interest-bearing balances(2) 0071 1,734 2.Securities: a. RCON Held-to-maturity securities (from Schedule RC-B, column A) 1754 328,444 b. RCON Available-for-sale securities (from Schedule RC-B, column D) 1773 3,127,887 3.Federal funds sold and securities purchased under agreements to resell a. RCON FEDERAL FUNDS SOLD B987 136,166 b. RCFD SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL(3) B989 106,605 4.Loans and lease financing receivables (from Schedule RC-C): a. RCON Loans and leases held for sale 5369 11,774 b. RCON Loans and leases, net of unearned income B528 2,211,420 c. RCON LESS: Allowance for loan and lease losses 3123 28,838 d. RCON Loans and leases, net of unearned income and allowance (item 4.b minus 4.c) B529 2,182,582 5. RCON Trading assets (from Schedule RC-D) 3545 71,474 6. RCON Premises and fixed assets (including capitalized leases) 2145 193,811 7. RCON Other real estate owned (from Schedule RC-M) 2150 4,989 8. RCON Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) 2130 0 9. RCON Customers' liability to this bank on acceptances outstanding 2155 240 10.Intangible assets: a. RCON Goodwill 3163 32,578 b. RCON Other intangible assets (from Schedule RC-M) 0426 6,592 11. RCON Other assets (from Schedule RC-F) 2160 98,068 12. RCON Total assets (sum of items 1 through 11) 2170 6,995,685 LIABILITIES 13.Deposits: a. RCON In domestic offices (sum of totals of columns A and C from Schedule RC-E) 2200 5,188,165 (1) RCON Noninterest-bearing(4) 6631 2,347,790 (2) RCON Interest-bearing 6636 2,840,375 b.Not applicable 14.Federal funds purchased and securities sold under agreements to repurchase a. RCON Federal funds purchased(5) B993 23,169 b. RCON Securities sold under agreements to repurchase(6) B995 1,099,712 15. RCON Trading liabilities (from Schedule RC-D) 3548 0 16.Other borrowed money (includes mortgage indebtedness and obligations under capitalized RCON leases) (from Schedule RC-M) 3190 98,116 17.Not applicable 18. RCON Bank's liability on acceptances executed and outstanding 2920 240 19. RCON Subordinated notes and debentures(7) 3200 0 20. RCON Other liabilities (from Schedule RC-G) 2930 47,162 21. RCON Total liabilities (sum of items 13 through 20) 2948 6,456,564 22. RCON Minority interest in consolidated subsidiaries 3000 0 EQUITY CAPITAL 23. RCON Perpetual preferred stock and related surplus 3838 0 24. RCON Common stock 3230 16,500 25. RCON Surplus (exclude all surplus related to preferred stock) 3839 148,041 26. RCON a. Retained earnings 3632 356,130 b. RCON Accumulated other comprehensive income(8) B530 18,450 27. RCON Other equity capital components(9) A130 0 28. RCON Total equity capital (sum of items 23 through 27) 3210 539,121 29. RCON Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28) 3300 6,995,685
Memorandum TO BE REPORTED WITH THE MARCH REPORT OF CONDITION. 1. Indicate in the box at the right the number of the statement below that best NUMBER describes the most comprehensive level of auditing work performed for the RCFD bank by independent external RCFD auditors as of any date during 2001 6724 N/A
1 =Independent audit of the bank conducted in 4 =Directors' examination of the bank conducted in accordance with generally accepted auditing accordance with generally accepted auditing standards by a certified public accounting firm standards by a certified public accounting firm (may which submits a report on the bank be required by state chartering authority) 2 =Independent audit of the bank's parent holding 5 =Directors' examination of the bank performed by company conducted in accordance with generally other external auditors (may be required by state accepted auditing standards by a certified public chartering authority) accounting firm which submits a report on the consolidated holding company (but not on the bank separately) 6 =Review of the bank's financial statements by external auditors 7 =Compilation of the bank's financial statements by external auditors 3 =Attestation on bank management's assertion on the 8 =Other audit procedures (excluding tax preparation work) effectiveness of the bank's internal control over financial reporting by a certified public accounting firm 9 =No external audit work
--------------------------- (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. (4) Includes total demand deposits and noninterest-bearing time and savings deposits. (5) Report overnight Federal Home Loan Bank advantages in Schedule RC, item 16,"other borrowed money." (6) Includes all securities repurchase agreements, regardless of maturity. (7) Includes limited-life preferred stock and related surplus. (8) Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments. (9) Includes treasury stock and unearned Employee Stock Ownership Plan shares.