Exhibit 25.1
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
ULTRAMAR DIAMOND SHAMROCK CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 13-3663331
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
9830 Colonnade Boulevard
San Antonio, Texas 78230
(Address of principal executive offices) (Zip code)
Senior Debt Securities
(Title of the indenture securities)
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.
Name Address
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. 20429
New York Clearing House Association New York, New York 10005
(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.
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 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. (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. (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 5th day of June, 1997.
THE BANK OF NEW YORK
By: /S/MARY LAGUMINA
Name: MARY LAGUMINA
Title: ASSISTANT VICE PRESIDENT
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
1996, 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 depos-
itory institutions:
Noninterest-bearing balances and
currency and coin $ 6,024,605
Interest-bearing balances 808,821
Securities:
Held-to-maturity securities 1,071,747
Available-for-sale securities 3,105,207
Federal funds sold in domestic offices
of the bank: 4,250,941
Loans and lease financing
receivables:
Loans and leases, net of unearned
income 31,962,915
LESS: Allowance for loan and
lease losses 635,084
LESS: Allocated transfer risk
reserve 429
Loans and leases, net of unearned
income, allowance, and reserve 31,327,402
Assets held in trading accounts 1,539,612
Premises and fixed assets (including
capitalized leases) 692,317
Other real estate owned 22,123
Investments in unconsolidated
subsidiaries and associated
companies 213,512
Customers' liability to this bank on
acceptances outstanding 985,297
Intangible assets 590,973
Other assets 1,487,903
Total assets $52,120,460
LIABILITIES
Deposits:
In domestic offices $25,929,642
Noninterest-bearing 11,245,050
Interest-bearing 14,684,592
In foreign offices, Edge and
Agreement subsidiaries, and IBFs 12,852,809
Noninterest-bearing 552,203
Interest-bearing 12,300,606
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 1,360,877
Securities sold under agreements
to repurchase 226,158
Demand notes issued to the U.S.
Treasury 204,987
Trading liabilities 1,437,445
Other borrowed money:
With original maturity of one year
or less 2,312,556
With original maturity of more than
one year 20,766
Bank's liability on acceptances exe-
cuted and outstanding 1,014,717
Subordinated notes and debentures 1,014,400
Other liabilities 1,721,291
Total liabilities 48,095,648
EQUITY CAPITAL
Common stock 942,284
Surplus 731,319
Undivided profits and capital
reserves 2,354,095
Net unrealized holding gains
(losses) on available-for-sale
securities 7,030
Cumulative foreign currency transla-
tion adjustments ( 9,916)
Total equity capital 4,024,812
Total liabilities and equity
capital $52,120,460
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 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.
J. Carter Bacot
Thomas A. Renyi Directors
Alan R. Griffith