SECURITIES AND EXCHANGE COMMISION
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)
FIRST UNION NATIONAL BANK
(Exact Name of Trustee as Specified in its Charter)
22-1147033
(I.R.S. Employer Identification No.)
2 FIRST UNION CENTER, CHARLOTTE, NORTH CAROLINA
(Address of Principal Executive Offices)
28288-0201
(Zip Code)
FIRST UNION NATIONAL BANK
21 SOUTH STREET
MORRISTOWN, NJ 07960
ATTENTION: CORPORATE TRUST ADMINISTRATION
(973) 898-7166
(Name, address and telephone number of Agent for Service)
PSEG ENERGY HOLDINGS INC.
(Exact Name of Obligor as Specified in its Charter)
NEW JERSEY
(State or other jurisdiction of Incorporation or Organization)
22-2625848
(I.R.S. Employer Identification No.)
80 PARK PLAZA, NEWARK, NEW JERSEY
(Address of Principal Executive Offices)
07101
(Zip Code)
9 1/8% SENIOR NOTES DUE 2004
(Title of Indenture Securities)
<PAGE>
1. General information.
Furnish the following information as to the trustee:
a) Name and address of each examining or supervisory authority to which it is
subject:
Comptroller of the Currency
United States Department of the Treasury
Washington, D.C. 20219
Federal Reserve Bank
Richmond, Virginia 23219
Federal Deposit Insurance Corporation
Washington, D.C. 20429
b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
3. Voting securities of the trustee.
Furnish the following information as to each class of voting securities of
the trustee:
As of June 30, 2000
--------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D
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Title of Class Amount Outstanding
--------------------------------------------------------------------------------
Not Applicable
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
(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, including a statement as to how the
indenture securities will rank as compared with the securities issued under such
other indenture.
Not Applicable
5. Interlocking directorates and similar relationships with the obligor or
underwriters.
If the trustee or any of the directors or executive officers 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
<PAGE>
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:
As of June 30, 2000
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D
-------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Name of Owner Title of Class Amount owned Percentage of Voting
Beneficially Securities represented
by amount given in Col.C
-------------------------------------------------------------------------------------------
</TABLE>
Not Applicable
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:
As of June 30, 2000
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D
-------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Name of Owner Title of Class Amount owned Percentage of Voting
Beneficially Securities represented
by amount given in Col.C
-------------------------------------------------------------------------------------------
</TABLE>
Not Applicable
8. Securities of the obligor owned or held by the trustee.
Furnish the following information as to securities of the obligor owned
beneficially or held as collateral security for obligations in default by the
trustee:
As of June 30, 2000
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D
-------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Title of Class Whether the securities Amount owned beneficially Percentage of class
Are voting or or held as collateral represented by
nonvoting Securities Security for oblications amount given in
In default by Trustee Col C.
-------------------------------------------------------------------------------------------
</TABLE>
Not Applicable
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:
As of June 30, 2000
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D
-------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Name of Issuer Amount Outstanding Amount owned beneficially Percentage of class
And Title of or held as collateral represented by
Class security for oblications amount given in
In default by Trustee Col C.
-------------------------------------------------------------------------------------------
</TABLE>
Not Applicable
<PAGE>
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 percent or more of the voting stock 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:
As of June 30, 2000
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D
-------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Name of Issuer Amount Outstanding Amount owned beneficially Percentage of class
And Title of or held as collateral represented by
Class security for oblications amount given in
In default by Trustee Col C.
-------------------------------------------------------------------------------------------
</TABLE>
Not Applicable
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.
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 percent or more of the voting securities of the obligor,
furnish the following information as to each class of securities of such person
any of which are so owned or held by the trustee:
As of June 30, 2000
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D
-------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Name of Issuer Amount Outstanding Amount owned beneficially Percentage of class
And Title of or held as collateral represented by
Class security for oblications amount given in
In default by Trustee Col C.
-------------------------------------------------------------------------------------------
</TABLE>
Not Applicable
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:
As of June 30, 2000
--------------------------------------------------------------------------------
Col. A Col. B Col. C Col. D
--------------------------------------------------------------------------------
Nature of Amount Outstanding Date due
indebtedness
--------------------------------------------------------------------------------
Not Applicable
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.
None.
<PAGE>
(b) 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, 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.
None
14. Affiliations with the underwriters.
If any underwriter is an affiliate of the trustee, describe each such
affiliation.
Not applicable
15. Foreign trustee.
Identify the order or rule pursuant to which the trustee is authorized to act
as sole trustee under indentures qualified or to be qualified under the Act.
Not applicable - trustee is a national banking association organized under
the laws of the United States.
16. List of Exhibits.
List below all exhibits filed as part of this statement of eligibility.
_ 1. Copy of Articles of Association of the trustee as now in effect.*
_ 2. Copy of the Certificate of the Comptroller of the Currency dated March 4,
1998, evidencing the authority of the trustee to transact business.**
_ 3. Copy of the Certification of Fiduciary Powers of the trustee by the Office
of the Comptroller of the Currency dated April 7, 1999.***
_ 4. Copy of existing by-laws of the trustee.***
_ 5. -Not Applicable.
X 6. Consent of the trustee required by Section 321(b) of the Act.
X 7. Copy of report of condition of the trustee at the close of business on
March 31, 2000, published pursuant to the requirements of its supervising
authority.
_ 8. Copy of any order 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
_ 9. Consent to service of process required of foreign trustees pursuant to
Rule 10a-4 under the Act.
- Not Applicable
---------------------
*Previously filed with the Securities and Exchange Commission on March 16,
1998 as an Exhibit to Form T-1 in connection with Registration Statement Number
333-47985, ** and filed with the Securities and Exchange Commission on July 15,
1998 as an Exhibit to Form T-1 in connection with Registration Statement Number
333-59145, *** and filed with the Securities and Exchange Commission on May 20,
1999 in connection with Registration Statement Number 333-78927 and incorporated
herein by reference.
<PAGE>
NOTE
The trustee disclaims responsibility for the accuracy or completeness of
information contained in this Statement of Eligibility and Qualification not
known to the trustee and not obtainable by it through reasonable investigation
and as to which information it has obtained from the obligor and has had to rely
or will obtain from the principal underwriters and will have to rely.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
First Union National Bank, a national banking association organized and existing
under the laws of the United States of America, has duly caused this Statement
of Eligibility and Qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the Town of Morristown and State of New
Jersey, on the 7th day of July, 2000.
FIRST UNION NATIONAL BANK
(Corporate Seal) By: /s/ Frank Gallagher
Frank Gallagher
Vice President
<PAGE>
EXHIBIT T-6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of
1939, and in connection with the proposed issue of PSEG Energy Holdings Inc.
Debt Securities, First Union National Bank, hereby consents that reports of
examinations by Federal, State, Territorial or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
FIRST UNION NATIONAL BANK
By: /s/ Frank Gallagher
Frank Gallagher
Vice President
Morristown, N.J.
July 7, 2000
<PAGE>
REPORT OF CONDITION EXHIBIT 7
Consolidating domestic and foreign subsidiaries of the First Union National
Bank, Charlotte, North Carolina, at the close of business on March 31, 2000
published in response to call made by Comptroller of the Currency, under title
12, United States Code, Section 161. Charter Number 22693 Comptroller of the
Currency. Statement of Resources and Liabilities
ASSETS
Thousand of Dollars
Cash and balance due from depository institutions:
Noninterest-bearing balances and currency and coin............. 8,396,000
Interest-bearing balances...................................... 705,000
Securities....................................................... /////////
Held-to-maturity securities.................................... 1,548,000
Available-for-sale securities.................................. 49,122,000
Federal funds sold and securities purchases to resell.... 2,099,000
Loans and lease financing receivables:
Loans and leases, net of unearned income....139,835,000
LESS: Allowance for loan and lease losses.....1,743,000
LESS: Allocated transfer risk reserve.................0
Loans and leases, net of unearned income, allowance, and
reserve........................................................138,092,000
Trading assets............................. 10,611,000
Premises and fixed assets (including capitalized leases)......... 3,159,000
Other real estate owned.......................................... 103,000
Investment in unconsolidated subsidiaries and associated //////////
companies........................................................ 922,000
Customer's liability to this bank on acceptances outstanding..... 842,000
Intangible assets................................................ 4,949,000
Other assets..................................................... 11,168,000
Total assets.....................................................231,716,000
LIABILITIES
Deposits:
In domestic offices.........................................132,285,000
Noninterest-bearing.....................19,943,000
Interest-bearing.......................112,342,000
In foreign offices, Edge and Agreement subsidiaries,
and IBFs..................................12,481,000
Noninterest-bearing........................527,000
Interest-bearing........................11,954,000
Federal funds purchased and securities sold under agreements
to repurchase................................................... 25,673,000
Demand notes issued to the U.S. Treasury......................... 2,084,000
Trading liabilities.............................................. 6,231,000
Other borrowed money:............................................ /////////
With a remaining maturity of one year or less............... 15,504,000
With a remaining maturity of more than 1 year thru 3 yrs 4,912,000
With a maturity of more than three years.................... 1,867,000
Not applicable .................................................. ////////
Bank's liability on acceptances executed and outstanding......... 847,000
Subordinated notes and debentures................................ 4,994,000
Other liabilities................................................ 6,894,000
Total liabilities................................................213,772,000
Not applicable...................................................///////////
EQUITY CAPITAL
Perpetual preferred stock and related surplus.................... 161,000
Common Stock..................................................... 455,000
Surplus.......................................................... 13,306,000
Undivided profits and capital reserves........................... 4,996,000
Net unrealized holding gains (losses) on available-for-sale
securities...................................................... (969,000)
Accumulated net gains (loses on cash flow hedges 0
Cumulative foreign currency translation adjustments.............. (5,000)
Total equity capital............................................. 17,944,000
Total liabilities and equity capital.............................231,716,000
