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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) / /
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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.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
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UNION PACIFIC RESOURCES GROUP INC.
(Exact name of obligor as specified in its charter)
Utah 13-2647483
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
801 Cherry Street
Fort Worth, Texas 76102
(Address of principal executive offices) (Zip code)
Union Pacific Resources Inc.
(Exact name of obligor as specified in its charter)
Alberta, Canada 98-0186874
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
400, 425-1st Street S.W.
Calgary, Alberta, Canada T2P4V4
(Address of principal executive offices) (Zip code)
UPR Capital Company
(Exact name of obligor as specified in its charter)
Nova Scotia, Canada Not Applicable
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
400, 425-1st Street S.W.
Calgary, Alberta, Canada T2P4V4
(Address of principal executive offices) (Zip code)
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Debt Securities
(Title of the indenture securities)
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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.
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Name Address
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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.
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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 12th day of April, 1999.
THE BANK OF NEW YORK
By: /s/REMO J. REALE
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Name: REMO J. REALE
Title: ASSISTANT VICE PRESIDENT
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 April, 1999.
THE BANK OF NEW YORK
By: /s/REMO J. REALE
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Name: REMO J. REALE
Title: ASSISTANT VICE PRESIDENT
Exhibit 7
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Consolidated Report of Condition of
THE BANK OF NEW YORK
of One 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,
1998, 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
in Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin. $ 3,951,273
Interest-bearing balances.......................... 4,134,162
Securities:
Held-to-maturity securities........................ 932,468
Available-for-sale securities...................... 4,279,246
Federal funds sold and Securities purchased under
agreements to resell............................... 3,161,626
Loans and lease financing receivables:
Loans and leases, net of unearned
income.................................37,861,802
LESS: Allowance for loan and
lease losses..............................619,791
LESS: Allocated transfer risk
reserve.....................................3,572
Loans and leases, net of unearned income,
allowance, and reserve........................... 37,238,439
Trading Assets........................................ 1,551,556
Premises and fixed assets (including capitalized
leases)............................................ 684,181
Other real estate owned............................... 10,404
Investments in unconsolidated subsidiaries and
associated companies............................... 196,032
Customers' liability to this bank on acceptances
outstanding........................................ 895,160
Intangible assets..................................... 1,127,375
Other assets.......................................... 1,915,742
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Total assets.......................................... $60,077,664
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LIABILITIES
Deposits:
In domestic offices................................ $27,020,578
Noninterest-bearing......................11,271,304
Interest-bearing.........................15,749,274
In foreign offices, Edge and Agreement
subsidiaries, and IBFs........................... 17,197,743
Noninterest-bearing.........................103,007
Interest-bearing.........................17,094,736
Federal funds purchased and Securities sold under
agreements to repurchase........................... 1,761,170
Demand notes issued to the U.S.Treasury............... 125,423
Trading liabilities................................... 1,625,632
Other borrowed money:
With remaining maturity of one year or less........ 1,903,700
With remaining maturity of more than one year
through three years.............................. 0
With remaining maturity of more than three years... 31,639
Bank's liability on acceptances executed and
outstanding........................................ 900,390
Subordinated notes and debentures..................... 1,308,000
Other liabilities..................................... 2,708,852
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Total liabilities..................................... 54,583,127
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EQUITY CAPITAL
Common stock.......................................... 1,135,284
Surplus............................................... 764,443
Undivided profits and capital reserves................ 3,542,168
Net unrealized holding gains (losses) on
available-for-sale securities...................... 82,367
Cumulative foreign currency translation adjustments... (29,725)
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Total equity capital.................................. 5,494,537
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Total liabilities and equity capital.................. $60,077,664
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I, Thomas J. Mastro, 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.
Thomas J. Mastro
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.
Thomas A. Reyni \
Gerald L. Hassell ] Directors
Alan R. Griffith /
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