Registration No. 33-55816
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
Post-Effective Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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The Montana Power Company
(Exact name of registrant as specified in its charter)
Montana 81-017053
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
40 East Broadway
Butte, Montana 59701-9394
(406) 723-5421
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
DANIEL T. BERUBE J. P. PEDERSON
Chairman of the Board Vice President and
and Chief Executive Officer Chief Financial Officer
The Montana Power Company The Montana Power Company
40 East Broadway 40 East Broadway
Butte, Montanta 59701-9394 Butte, Montana 59701-9394
(406) 723-5421 (406) 723-5421
M. E. ZIMMERMAN, ESQ. ROBERT G. SCHUUR, Esq.
Vice President and Reid & Priest
General Counsel 40 West 57th Street
The Montana Power Company New York, New York 10019
40 East Broadway (212) 603-2000
Butte, Montana 59701-9394
(406) 723-5421
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
<PAGE>
PART II
Information Not Required in Prospectus
Item 16. List of Exhibits
----------------
Exhibit No.
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25(a)-1 - Statement of Eligibility of the Corporate Trustee on
Form T-1 of The Bank of New York
25(b)-1 - Statement of Eligibility of the Individual Trustee
on Form T-2 of W. T. Cunningham
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Post-Effective Amendment to Registration Statement No. 33-55816 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
Municipality of Butte-Silver Bow and the State of Montana on the 15th day
of September, 1994.
THE MONTANA POWER COMPANY
By /s/ J. P. Pederson
------------------------
(J. P. Pederson, Vice
President and Chief
Financial Officer)
Pursuant to the requirements of the Securities Act of
1933, this Post-Effective Amendment has been signed below by the following
persons in the capacities and on the date indicated:
Signature Title Date
- --------- ----- ----
D. T. Berube Chairman of the Board,
Chief Executive Officer
and Director (Principal
Executive Officer)
By /s/ J. P. Pederson September 15, 1994
-------------------
(J. P. Pederson,
Attorney-in-Fact)
/s/ J. P. Pederson Vice President and September 15, 1994
-------------------- Chief Financial
(J. P. Pederson) Officer (Principal
Financial and Accounting
Officer and Director)
A. F. Cain
J. J. Burke
R. D. Corette
Kay Foster
R. P. Gannon Directors
D. P. Lambros
Carl Lehrkind
James P. Lucas
A. K. Neill
G. H. Selover
N. E. Vosburg
By /s/ J. P. Pederson September 15, 1994
--------------------
(J. P. Pederson,
Attorney-in-Fact)
<PAGE>
THE MONTANA POWER COMPANY
Post-Effective Amendment No. 1
to Registration Statement on
Form S-3
EXHIBIT INDEX
Exhibit No. Description and Method of Filing
- ----------- --------------------------------
25(a)-1 - Statement of Eligibility of the Corporate
Trustee on Form T-1 of The Bank of New York.
25(b)-1 - Statement of Eligibility of the
Individual Trustee on Form T-2 of W.T. Cunningham.
<PAGE>
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 13-5160382
(Jurisdiction of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, New York 10286
(Address of principal executive offices) (Zip Code)
THE MONTANA POWER COMPANY
(Exact name of obligor as specified in its charter)
Montana 81-0170530
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
40 East Broadway
Butte, Montana 59701-9394
(Address of principal executive offices) (Zip Code)
_ _ _ _ _ _ _ _ _ _ _
*FIRST MORTGAGE BONDS ...% SERIES DUE...
(Title of the indenture securities)
*Specific title(s) to be determined in connection with sale(s) of Bonds.
<PAGE>
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.
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20549
New York Clearing House Association New York, N.Y.
(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. (See Note on page 2.)
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _
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 Rule 24 of the
Commission's Rules of Practice.
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. (See 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 and Exhibit 1 to Form T-1 filed with Registration
Statement No. 33-29637.)
4. - A copy of the existing By-laws of the Trustee. (See Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
6. - The consent of the Trustee required by Section 321(b) of the Act.
(See Exhibit 6 to Form T-1, 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.
2
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NOTE
------
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base responsive answer to Item 2, the
answer to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
_ _ _ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _
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 13th day of September, 1994.
The Bank of New York
By: Helen M. Cotiaux
- - - - - - - - -
Helen M. Cotiaux
Vice President
<PAGE>
3
EXHIBIT 7
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, NY 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the
close of business June 30, 1994, published 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 Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency
and coin.......................... $ 7,071,756
Interest-bearing balances......... 695,722
Securities:
Held-to-maturity securities....... 1,396,356
Available-for-sale securities..... 1,495,522
Federal funds sold in domestic
offices of the bank............... 874,129
Loans and lease financing receivables:
Loans and leases, net of unearned
income..............25,607,366
LESS: Allowance for loan and
lease losses............688,226
LESS: Allocated transfer risk
reserve..................29,781
Loans and leases, net of unearned
income, allowance, and reserve 24,889,359
Assets held in trading accounts...... 2,427,515
Premises and fixed assets (including
capitalized leases)............... 634,514
Other real estate owned.............. 51,996
Investments in unconsolidated sub-
sidiaries and associated companies... 164,558
Customers' liability to this bank on
acceptances outstanding........... 1,212,402
Intangible assets.................... 80,153
Other assets......................... 1,512,404
_ _ _ _ _ _ _
Total assets......................... $42,506,386
= = = = = = =
4
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LIABILITIES
Deposits:
In domestic offices............... $19,454,858
Noninterest-bearing....7,576,391
Interest-bearing.......11,878,467
In foreign offices, Edge and
Agreement subsidiaries, and IBFs.. 10,753,958
Noninterest-bearing........51,653
Interest-bearing.......10,702,305
Federal funds purchased and securities
sold under agreements to repurchase
in domestic offices of the bank and
of its Edge and Agreement subsidiaries,
and in IBFs:
Federal funds purchased.......... 1,150,270
Securities sold under agreements
to repurchase................. 49,603
Demand notes issued to the U.S.
Treasury......................... 300,000
Trading liabilities................. 1,757,487
Other borrowed money:
With original maturity of one year
or less........................ 2,452,009
With original maturity of more than
one year....................... 33,969
Banks liability on acceptances executed
and outstanding.................. 1,212,877
Subordinated notes and debentures... 1,062,320
Other liabilities................... 1,348,031
_ _ _ _ _ _ _
Total Liabilities................... 39,575,382
= = = = = = =
EQUITY CAPITAL
Common stock........................ 942,284
Surplus............................. 525,666
Undivided profits and capital reserves 1,495,590
Net unrealized holding gains (losses)
on available-for-sale securities. ( 26,172)
Cumulative foreign currency transla-
tion adjustments.................... ( 6,364)
_ _ _ _ _ _ _
Total equity capital................ 2,931,004
_ _ _ _ _ _ _
Total liabilities and equity capital $42,506,386
= = = = = = =
I Robert E. Keilman, Senior Vice President and
Comptroller of the above-named bank do hereby
declare that this Report of Condition has been
prepared in conformance with the instructions issued
5
<PAGE>
by the Board of Governors of the Federal Reserve
System and is true to the best of my knowledge and
belief.
Robert E. Keilman
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 instructions issued by the Board of
Governors of the Federal Reserve System and is true
and correct.
Alan R. Griffith }
Thomas A. Renyi } Directors
J. Carter Bacot }
6
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_ _ _ _ _ _ _ _ _ _ _
FORM T-2
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE
ACT OF 1939 OF AN INDIVIDUAL DESIGNATED
TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) _ _ _ _
_ _ _ _ _ _ _ _ _ _ _
W.T. Cunningham ###-##-####
(Name of Trustee) (Social Security number)
101 Barclay Street, New York, NY 10286
(Business address: street, city, state and zip code)
_ _ _ _ _ _ _ _ _ _ _
THE MONTANA POWER COMPANY
(Exact name of obligor as specified in its charter)
Montana 81-0170530
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
40 East Broadway 59701-9394
Butte, Montana (Zip Code)
(Address of principal executive offices)
_ _ _ _ _ _ _ _ _ _ _
*FIRST MORTGAGE BONDS ...% SERIES DUE...
(Title of the indenture securities)
*Specific title(s) to be determined in connection with sale(s) of Bonds.
<PAGE>
Item I. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation
None.
Item II. List of Exhibits.
None.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, I, W.T. Cunningham, have signed this statement of eligibility in
The City of New York, and State of New York, on the 13th day of September,
1994.
By: W. T. Cunningham
--------------------
W. T. Cunningham
Vice President
>PAGE>
