EXHIBIT 25.1
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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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CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) [_]
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JPMORGAN CHASE 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 10017
New York, New York (Zip Code)
(Address of principal executive
offices)
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)
PENNZOIL-QUAKER STATE COMPANY
(Exact name of obligor as specified in its charter)
Delaware 76-0200625
(State or other jurisdiction of (I.R.S. employer identification No.)
incorporation or organization)
Pennzoil Place, P.O. Box 2967 77252-2967
Houston, Texas (Zip Code)
(Address of principal executive
offices)
10% Senior Notes due 2008
(Title of the Indenture securities)
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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 and Guarantors.
If the obligor or any Guarantor is an affiliate of the trustee, describe
each such affiliation.
None.
Items 3 through 15, inclusive, are not applicable by virtue of T-1 General
Instruction B.
Item 16. List of Exhibits.
List below all exhibits filed as part of this statement of eligibility.
1. A copy of the Restated Organization Certificate of the Trustee dated
March 25, 1997 and the Certificate of Amendment dated October 22, 2001 (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-76894, 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 November
11, 2001, in connection with the merger of The Chase Manhattan Bank and
Morgan Guaranty Trust Company of New York, the surviving corporation was
renamed JPMorgan Chase 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. 333-76894, 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 November 11, 2001, in
connection with the merger of The Chase Manhattan Bank and Morgan Guaranty
Trust Company of New York, the surviving corporation was renamed JPMorgan
Chase 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 (see Exhibit 7 to Form T-1 filed in connection with Registration
Statement No. 333-76894, which is incorporated by reference.)
8. Not applicable.
9. Not applicable.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee,
JPMorgan Chase 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 authorized, all in the City of
Houston, and State of Texas, on the 20th day of March, 2002.
JPMorgan Chase Bank
/s/ LETHA GLOVER
By: _________________________________
Letha R. Glover
Vice President and Trust Officer
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