CONSOLIDATED EDISON CO OF NEW YORK INC
S-3, EX-25, 2000-08-15
ELECTRIC & OTHER SERVICES COMBINED
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                       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 CHASE MANHATTAN BANK

               (Exact name of trustee as specified in its charter)


New York                                                       13-4994650
(State of incorporation                                    (I.R.S. employer
if not a national bank)                                  identification No.)


270 Park Avenue
New York, New York                                               10017
(Address of principal executive offices)                      (Zip Code)


                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017

                               Tel: (212) 270-2611

            (Name, address and telephone number of agent for service)
                  ---------------------------------------------
                  CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.

                   (Exact name of obligor as specified in its charter)

New York                                                      13-5009340
(State or other jurisdiction of                             (I.R.S. employer
incorporation or organization)                              identification No.)

4 Irving Place

New York, New York                                               10003
(Address of principal executive offices)                      (Zip Code)

                                 Debt Securities
                     (Title of the indenture securities)



<PAGE>



                                       -2-

                                     GENERAL

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.

      New York State Banking Department, State House, Albany, New York  12110.

      Board of Governors of the Federal Reserve System, Washington, D.C., 20551

      Federal Reserve Bank of New York, District No. 2,
      33 Liberty Street, New York,  N.Y.

      Federal Deposit Insurance Corporation, Washington, D.C., 20429.


 (b)  Whether it is authorized to exercise corporate trust powers.

              Yes.


Item 2.  Affiliations with the Obligor.

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

         None.


<PAGE>


                                      - 3 -

Item 16.   List of Exhibits

           List  below  all  exhibits  filed  as a part  of  this  Statement  of
Eligibility.

           1. A copy of the  Articles  of  Association  of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980,  September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed  in  connection  with  Registration  Statement  No.  333-06249,  which  is
incorporated by reference).

           2. A copy of the  Certificate of Authority of the Trustee to Commence
Business  (see  Exhibit  2 to Form T-1  filed in  connection  with  Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection  with the  merger  of  Chemical  Bank and The  Chase  Manhattan  Bank
(National  Association),  Chemical Bank, the surviving corporation,  was renamed
The Chase Manhattan Bank).

           3. None,  authorization to exercise  corporate trust powers being
contained in the documents  identified above as Exhibits 1 and 2.

           4. A copy of the  existing  By-Laws  of the  Trustee  (see
Exhibit  4 to Form T-1  filed in  connection  with  Registration Statement
No. 333-76439, which is incorporated by reference).

           5.  Not applicable.

           6. The consent of the Trustee  required by Section  321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with  Registration  Statement No.
33-50010,  which is incorporated  by reference.  On July 14, 1996, in connection
with  the  merger  of  Chemical  Bank and The  Chase  Manhattan  Bank  (National
Association),  Chemical Bank, the surviving  corporation,  was renamed The Chase
Manhattan Bank).

           7. A copy  of the  latest  report  of  condition  of the  Trustee,
published  pursuant  to law or the  requirements  of its supervising or
examining authority.

           8.  Not applicable.

           9.  Not applicable.

                                    SIGNATURE

         Pursuant to the  requirements  of the Trust  Indenture  Act of 1939 the
Trustee,  The Chase Manhattan  Bank, 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 8th day of August, 2000.

                                                 THE CHASE MANHATTAN BANK

                                                 By
                                                     James P. Freeman
                                                     Vice President

                                      - 3 -
<PAGE>

Item 16.   List of Exhibits

           List  below  all  exhibits  filed  as a part  of  this  Statement  of
Eligibility.

           1. A copy of the  Articles  of  Association  of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980,  September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed  in  connection  with  Registration  Statement  No.  333-06249,  which  is
incorporated by reference).

           2. A copy of the  Certificate of Authority of the Trustee to Commence
Business  (see  Exhibit  2 to Form T-1  filed in  connection  with  Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection  with the  merger  of  Chemical  Bank and The  Chase  Manhattan  Bank
(National  Association),  Chemical Bank, the surviving corporation,  was renamed
The Chase Manhattan Bank).

           3. None,  authorization to exercise  corporate trust powers being
contained in the documents  identified above as Exhibits 1 and 2.

           4. A copy of the  existing  By-Laws  of the  Trustee  (see
Exhibit  4 to Form T-1  filed in  connection  with  Registration Statement
No. 333-76439, which is incorporated by reference).

           5.  Not applicable.

           6. The consent of the Trustee  required by Section  321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with  Registration  Statement No.
33-50010,  which is incorporated  by reference.  On July 14, 1996, in connection
with  the  merger  of  Chemical  Bank and The  Chase  Manhattan  Bank  (National
Association),  Chemical Bank, the surviving  corporation,  was renamed The Chase
Manhattan Bank).

           7. A copy  of the  latest  report  of  condition  of the  Trustee,
published  pursuant  to law or the  requirements  of its supervising or
examining authority.

           8.  Not applicable.

           9.  Not applicable.

                                    SIGNATURE

         Pursuant to the  requirements  of the Trust  Indenture  Act of 1939 the
Trustee,  The Chase Manhattan  Bank, 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 8th day of August, 2000.

                                                 THE CHASE MANHATTAN BANK

                             By /s/ James P. Freeman

                                James P. Freeman
                                 Vice President

<PAGE>


                             Exhibit 7 to Form T-1


                               Bank Call Notice

                           RESERVE DISTRICT NO. 2
                       CONSOLIDATED REPORT OF CONDITION OF

                            The Chase Manhattan Bank
                  of 270 Park Avenue, New York, New York 10017
                     and Foreign and Domestic Subsidiaries,
                     a member of the Federal Reserve System,

                   at the close of business March 31, 2000, in
         accordance with a call made by the Federal Reserve Bank of this
         District pursuant to the provisions of the Federal Reserve Act.


                                                                Dollar Amounts
                     ASSETS                                      in Millions


Cash and balances due from depository institutions:
     Noninterest-bearing balances and
     currency and coin ...................................       $  13,460
     Interest-bearing balances ...........................           3,696
Securities:  .............................................
Held to maturity securities..............................              671
Available for sale securities.............................          56,085
Federal funds sold and securities purchased under
     agreements to resell ................................          31,833
Loans and lease financing receivables:
     Loans and leases, net of unearned income                     $132,562
     Less: Allowance for loan and lease losses                       2,188
     Less: Allocated transfer risk reserve .........                     0
     Loans and leases, net of unearned income,
     allowance, and reserve ...........................            130,374
Trading Assets ..........................................           50,488
Premises and fixed assets (including capitalized
     leases).............................................            3,391
Other real estate owned
 .......................................................                 32
Investments in unconsolidated subsidiaries and
     associated companies..............................                231
Customers' liability to this bank on acceptances
     outstanding .......................................               630
Intangible assets ......................................              3,891
Other assets ...........................................             17,423
TOTAL ASSETS ...........................................           $312,205
=========

                                      - 4 -

<PAGE>

                                                     LIABILITIES

Deposits
     In domestic offices ................................         $103,709
     Noninterest-bearing ................................          $41,611
     Interest-bearing ...................................           62,098
     In foreign offices, Edge and Agreement
     subsidiaries and IBF's .............................           80,379
Noninterest-bearing .....................................      $     4,920
     Interest-bearing ...................................           75,459

Federal funds purchased and securities sold under agree-
ments to repurchase .....................................           54,265
Demand notes issued to the U.S. Treasury ................              529
Trading liabilities .....................................           31,970
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases):
     With a remaining maturity of one year or less ......            4,764
       With a remaining maturity of more than one year
            through three years..........................                0
       With a remaining maturity of more than three years..             99
Bank's liability on acceptances executed and outstanding               630
Subordinated notes and debentures ........................           5,430
Other liabilities ........................................          11,663

TOTAL LIABILITIES ........................................         293,438

EQUITY CAPITAL

Perpetual preferred stock and related surplus                            0
Common stock .............................................           1,211
Surplus  (exclude all surplus related to preferred stock)...        11,066
Undivided profits and capital reserves ......................        7,698
Net unrealized holding gains (losses)
on available-for-sale securities ............................       (1,224)
Accumulated net gains (losses) on cash flow hedges..........             0
Cumulative foreign currency translation adjustments .........           16
TOTAL EQUITY CAPITAL .........................................      18,767
                                                                    ______
TOTAL LIABILITIES AND EQUITY CAPITAL .........................     $312,205
                                                                  ==========
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named
bank, do hereby declare that this Report of Condition has
been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.

                                    JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the correctness
of this Report of Condition and declare that it has been
examined by us, and to the best of our knowledge and
belief has been prepared in conformance with the in-
structions issued by the appropriate Federal regulatory
authority and is true and correct.

                                    WILLIAM B. HARRISON, JR.    )
                                    HAROLD S. HOOK              )DIRECTORS
                                    MARINA  v.N. WHITMAN        )

                                      -5-




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