EX-25 7 exh25.htm FORM T-1 STATEMENT OF ELIGIBILITY exh25.htm
Exhibit 25
UNITED STATES
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

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2) ____________

_________________

THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

New York
(Jurisdiction of incorporation
if not a U.S. national bank)
 
13-5160382
(I.R.S. Employer
Identification No.)
One Wall Street
New York, New York
(Address of principal executive offices)
 
10286
(Zip code)

Robert Sussman
Legal Department
The Bank of New York
One Wall Street, 29th Floor
New York, NY  10286
(212) 635-1889
(Name, address and telephone number of agent for service)


MDU RESOURCES GROUP, INC.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation or organization)
 
41-0423660
(I.R.S. Employer
Identification No.)
1200 West Century Avenue
P.O. Box 5650
Bismarck, North Dakota
(Address of principal executive offices)
58506
(Zip code)


_________________

Debt Securities
(Title of the indenture securities)
 
 
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.
 
Superintendent of Banks of the
State of New York
Federal Reserve Bank of New York
Federal Deposit Insurance Corporation
New York Clearing House Association
2 Rector Street, New York, N.Y. 10006
and Albany, N.Y. 12203
33 Liberty Plaza, New York, N.Y. 10045
550 17th Street, N.W., Washington, D.C. 20429
New York, N.Y. 10005
 
(b)
Whether it is authorized to exercise corporate trust powers.
 
Yes.

Item 2.
Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

Item 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 Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers.  (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.)
 
 
4.
-
A copy of the existing By-laws of the Trustee.  (Exhibit 4 to Form T-1 with Registration Statement No. 333-121195.)
 
 
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. 33-44051.)
 
 
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, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 27th day of May, 2008.

 
THE BANK OF NEW YORK
 
 
 
 
By:
/s/Francine Kincaid                                             
 
Name:
Francine Kincaid
 
Title:
Vice President
 
 
ii
 
Exhibit 7
 
Consolidated Report of Condition of
 

THE BANK OF NEW YORK
 
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business March 31, 2008, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
 
ASSETS
  
Dollar Amounts
In Thousands
  
Cash and balances due from depository institutions:
      
Noninterest-bearing balances and currency and coin
     4,545,000  
Interest-bearing balances
     29,795,000  
Securities:
        
Held-to-maturity securities
     1,739,000  
Available-for-sale securities
     24,149,000  
Federal funds sold and securities purchased under agreements to resell:
        
Federal funds sold in domestic offices
     14,850,000  
Securities purchased under agreements to resell
     0  
Loans and lease financing receivables:
        
Loans and leases held for sale
     0  
Loans and leases, net of unearned
income
     34,834,000  
LESS: Allowance for loan and
lease losses
     237,000  
Loans and leases, net of unearned
income and allowance
     34,597,000  
Trading assets
     5,456,000  
Premises and fixed assets (including capitalized leases)
     908,000  
Other real estate owned
     4,000  
Investments in unconsolidated subsidiaries and associated companies
     781,000  
Not applicable
        
Intangible assets:
        
Goodwill
     2,445,000  
Other intangible assets
     987,000  
Other assets
     8,086,000  
Total assets
     128,342,000  
 
 
 
 
 
LIABILITIES
        
Deposits:
        
In domestic offices
     32,973,000  
Noninterest-bearing
     18,760,000  
Interest-bearing
     14,213,000  
In foreign offices, Edge and Agreement subsidiaries, and IBFs
     61,040,000  
Noninterest-bearing
     1,544,000  
Interest-bearing
     59,496,000  
Federal funds purchased and securities sold under agreements to repurchase:
        
Federal funds purchased in domestic offices
     1,001,000  
Securities sold under agreements to repurchase
     86,000  
Trading liabilities
     4,981,000  
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)…….
     4,200,000  
Not applicable
        
Not applicable
        
Subordinated notes and debentures
     2,955,000  
Other liabilities
     12,465,000  
Total liabilities
     119,701,000  
Minority interest in consolidated subsidiaries
     160,000  
         
EQUITY CAPITAL
        
Perpetual preferred stock and related surplus
     0  
Common stock
     1,135,000  
Surplus (exclude all surplus related to preferred stock)
     2,375,000  
Retained earnings
     6,178,000  
Accumulated other comprehensive income
     -1,207,000  
Other equity capital components
     0  
Total equity capital
     8,481,000  
Total liabilities, minority interest, and equity capital
     128,342,000  
 
 
I, Bruce W. Van Saun, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.
 
Bruce W. Van Saun,
Chief Financial Officer
 
We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We 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 and is true and correct.
 
Gerald L. Hassell
Steven G. Elliott
Robert P. Kelly
  
Directors