EX-25.01 10 a2143020zex-25_01.htm EX-25.01
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Exhibit 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
(Address of principal executive offices)		   64106
(Zip Code)

OGE ENERGY CORP.
(Exact name of obligor as specified in its charter)

Oklahoma
(State or other jurisdiction
of incorporation or organization)		   73-1481638
(I.R.S. employer
identification No.)

321 North Harvey
Oklahoma City, Oklahoma
(Address of principal executive offices)
 
73101
(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.

      NOT APPLICABLE


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 12/31/03.


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 31st day of August, 2004.


 
 
UMB BANK, NATIONAL ASSOCIATION
 
 

 
 
BY:
 
/s/ Frank C. Bramwell
Frank C. Bramwell, Senior Vice President
 
 
 
 

Date: August 31, 2004
 
 
 
 

T-1 EXHIBIT 7

 
    
UMB Bank, National Association
1010 GRAND BOULEVARD
KANSAS CITY, MO 64106
FDIC Certificate Number: 8273
Web Address: http://WWW.UMB.COM		     
FFIEC 041
Consolidated Report of Condition
for December 31, 2003

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 Commercial and State—Chartered Savings Banks

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.   Noninterest-bearing balances and currency and coin1   RCON   0081   664,079
b.   Interest-bearing balances2   RCON   0071   1,734
2.   Securities:            
a.   Held-to-maturity securities (from Schedule RC-B, column A)   RCON   1754   251,352
b.   Available-for-sale securities (from Schedule RC-B, column D)   RCON   1773   2,716,638
3.   Federal funds sold and securities purchased under agreements to resell            
a.   Federal funds sold   RCON   B987   135,911
b.   Securities purchased under agreements to resell3   RCON   B989   264,737
4.   Loans and lease financing receivables (from Schedule RC-C):            
a.   Loans and leases held for sale   RCON   5369   7,146
b.   Loans and leases, net of unearned income   RCON   B528   2,227,096
c.   LESS: Allowance for loan and lease losses   RCON   3123   34,818
d.   Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)   RCON   B529   2,192,278
5.   Trading assets (from Schedule RC-D)   RCON   3545   60,780
6.   Premises and fixed assets (including capitalized leases)   RCON   2145   189,124
7.   Other real estate owned (from Schedule RC-M)   RCON   2150   78
8.   Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)   RCON   2130   0
9.   Customers' liability to this bank on acceptances outstanding   RCON   2155   2
10.   Intangible assets:            
a.   Goodwill   RCON   3163   32,586
b.   Other intangible assets (from Schedule RC-M)   RCON   0426   5,539
11.   Other assets (from Schedule RC-F)   RCON   2160   75,655
12.   Total assets (sum of items 1 through 11)   RCON   2170   6,597,639
LIABILITIES            
13.   Deposits:            
a.   In domestic offices (sum of totals of columns A and C from Schedule RC-E)   RCON   2200   4,888,344
(1)   Noninterest-bearing4   RCON   6631   1,289,688
(2)   Interest-bearing   RCON   6636   3,598,656
b.   Not applicable            
                 

14.   Federal funds purchased and securities sold under agreements to repurchase            
a.   Federal funds purchased5   RCON   B993   0
b.   Securities sold under agreements to repurchase6   RCON   B995   1,077,215
15.   Trading liabilities (from Schedule RC-D)   RCON   3548   0
16.   Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M)   RCON   3190   73,703
17.   Not applicable            
18.   Bank's liability on acceptances executed and outstanding   RCON   2920   2
19.   Subordinated notes and debentures7   RCON   3200   0
20.   Other liabilities (from Schedule RC-G)   RCON   2930   30,790
21.   Total liabilities (sum of items 13 through 20)   RCON   2948   6,070,054
22.   Minority interest in consolidated subsidiaries   RCON   3000   0
EQUITY CAPITAL            
23.   Perpetual preferred stock and related surplus   RCON   3838   0
24.   Common stock   RCON   3230   20,000
25.   Surplus (exclude all surplus related to preferred stock)   RCON   3839   144,541
26.   a. Retained earnings   RCON   3632   360,287
b.   Accumulated other comprehensive income8   RCON   B530   2,757
27.   Other equity capital components9   RCON   A130   0
28.   Total equity capital (sum of items 23 through 27)   RCON   3210   527,585
29.   Total liabilities, minority interest, and equity capital (sum of
items 21, 22, and 28)		   RCON   3300   6,597,639

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 bank by independent external auditors as of any date during 2002   RCON   6724   N/A
 
    
    
    
    
    
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   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)
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)   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
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   8   =   Other audit procedures (excluding tax preparation work)
            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 advances 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, and minimum pension liability adjustments.

9
Includes treasury stock and unearned Employee Stock Ownership Plan shares.



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