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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
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|X| CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A National Banking Association 94-1347393
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national Identification No.)
bank)
101 North Phillips Avenue
Sioux Falls, South Dakota 57104
(Address of principal executive offices) (Zip code)
Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)
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THE SOUTHERN COMPANY
(Exact name of obligor as specified in its charter)
Delaware 58-0690070
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
30 Ivan Allen Jr., Blvd., N.W.
Atlanta, Georgia 30308
(Address of principal executive offices) (Zip code)
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Senior Notes
(Title of the indenture securities)
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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.
Comptroller of the Currency
Treasury Department
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of San Francisco
San Francisco, California 94120
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with Obligor. If the obligor is an affiliate of the
trustee, describe each such affiliation.
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is
not in default as provided under Item 13.
Item 15. Foreign Trustee. Not applicable.
Item 16. List of Exhibits. List below all exhibits filed as a part of this
Statement of Eligibility.
Exhibit 1. A copy of the Articles of Association of the trustee
now in effect.*
Exhibit 2. A copy of the Comptroller of the Currency
Certificate of Corporate Existence and Fiduciary
Powers for Wells Fargo Bank, National Association,
dated February 4, 2004. **
Exhibit 3. See Exhibit 2
Exhibit 4. Copy of By-laws of the trustee as now in effect. ***
Exhibit 5. Not applicable.
Exhibit 6. The consent of the trustee required by Section 321(b)
of the Act.
Exhibit 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.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
* Incorporated by reference to the exhibit of the same number to the
trustee's Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004
of Trans-Lux Corporation file number 022-28721.
** Incorporated by reference to the exhibit of the same number to the
trustee's Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004
of Trans-Lux Corporation file number 022-28721.
*** Incorporated by reference to the exhibit of the same number to the
trustee's Form T-1 filed as exhibit 25.1 to the Form S-4 dated May 26, 2005
of Penn National Gaming, Inc. file number 333-125274.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, Wells Fargo Bank, National Association, a national banking association
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 Atlanta and State of
Georgia on the 4th day of January 2007.
WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ Elizabeth T. Wagner
Elizabeth T. Wagner
Vice President
EXHIBIT 6
January 4, 2007
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as
amended, the undersigned hereby consents that reports of examination of the
undersigned made by Federal, State, Territorial, or District authorities
authorized to make such examination may be furnished by such authorities to the
Securities and Exchange Commission upon its request therefor.
Very truly yours,
WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ Elizabeth T. Wagner
Elizabeth T. Wagner
Vice President
EXHIBIT 7
Consolidated Report of Condition of
Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business September 30, 2006, filed in accordance with
12 U.S.C. ss.161 for National Banks.
Dollar Amounts
In Millions
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ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin $12,568
Interest-bearing balances 2,329
Securities:
Held-to-maturity securities 0
Available-for-sale securities 47,734
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices 4,359
Securities purchased under agreements to resell 1,055
Loans and lease financing receivables:
Loans and leases held for sale 39,455
Loans and leases, net of unearned income 240,414
LESS: Allowance for loan and lease losses 2,226
Loans and leases, net of unearned income and allowance 238,188
Trading Assets 3,850
Premises and fixed assets (including capitalized leases) 4,012
Other real estate owned 482
Investments in unconsolidated subsidiaries and associated companies 374
Intangible assets
Goodwill 8,912
Other intangible assets 18,523
Other assets 18,966
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Total assets $400,807
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LIABILITIES
Deposits:
In domestic offices $284,509
Noninterest-bearing 77,344
Interest-bearing 207,165
In foreign offices, Edge and Agreement subsidiaries, and IBFs 32,180
Noninterest-bearing 8
Interest-bearing 32,172
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices 3,274
Securities sold under agreements to repurchase 6,805
Dollar Amounts
In Millions
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Trading liabilities 2,957
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases) 4,705
Subordinated notes and debentures 10,580
Other liabilities 16,959
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Total liabilities $361,969
Minority interest in consolidated subsidiaries 58
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock 520
Surplus (exclude all surplus related to preferred stock) 24,751
Retained earnings 13,150
Accumulated other comprehensive income 359
Other equity capital components 0
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Total equity capital 38,780
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Total liabilities, minority interest, and equity capital $400,807
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I, Karen B. Nelson, Vice President 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.
Karen B. Nelson
Vice President
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 appropriate Federal regulatory authority and is true and correct.
Dave Hoyt
John Stumpf Directors
Carrie Tolstedt