SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION
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)__________
FIRST NATIONAL BANK OF COMMERCE
(Exact name of trustee as specified in its charter)
N/A 72-0269760
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(Jurisdiction of incorporation (I.R.S. Employer
or organization if not a Identification No.)
U. S. National Bank)
210 BARONNE STREET
NEW ORLEANS, LOUISIANA 70112
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(Address of principal (Zip Code)
executive offices)
FIRST NATIONAL BANK OF COMMERCE
210 Baronne Street
New Orleans, Louisiana 70112
Telephone: 504-623-1606
(Name, address and telephone number of agent for service)
BAYOU STEEL CORPORATION
(Exact name of obligor as specified in its charter)
DELAWARE 72-1125783
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(State or other (I.R.S. Employer
jurisdiction of incorporation Identification No.)
or organization)
P. O. BOX 5000, RIVER ROAD
LAPLACE, LOUISIANA 70068
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(Address of principal (Zip Code)
executive offices)
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9 1/2% FIRST MORTGAGE NOTES DUE 2008
(Title of 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.
Comptroller of the Currency, Washington D. C.
Federal Deposit Insurance Corporation, Washington, D. C.
The Board of Governors of the Federal Reserve System,
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
2. Affiliations with obligor and underwriters. If the obligor or any
underwriter for the obligor is an affiliate of the trustee, describe such
affiliation.
No such affiliation exists.
3. Voting securities of the trustee. Furnish the following information as to
each class of voting securities of the trustee.
As of June 24, 1998
Col. A Col. B
Title of class Amount outstanding
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First National Bank of Commerce 927,500 shares
Common Stock, $10 Par Value
First Commerce Corporation is the record owner of all issued and
outstanding voting securities of the Trustee. On October 20, 1997, First
Commerce Corporation signed a definitive agreement to merge with Banc One
Corporation of Columbus, Ohio. First Commerce Corporation and Banc One
Corporation completed the merger on June 12, 1998.
4. Trusteeships under other indentures. If the trustee is a trustee under
interest or participation in any other securities, of the obligor are
outstanding, furnish the following information:
(a) Title of the securities outstanding under each other indenture.
Not applicable
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(b) A brief statement of the facts relied upon as a basis for the claim
that no conflicting interest within the meaning of Section 310(b)(1)
of the Act arises as a result of the trusteeship under any such other
indenture, including a statement as to how the indenture securities
will rank as compared with the securities issued under such other
indenture.
Not applicable.
5. Interlocking directorates and similar relationships with the obligor or
underwriters. If the trustee or any of the directors or executive officers
of the trustee is a director, officer, partner, employee, appointee, or
representative of the obligor or of any underwriter for the obligor,
identify each such person having any such connection and state the nature
of each such connection.
Neither the trustee nor any of the directors or executive officers of
the trustee is a director, officer, partner, employee, appointee or
representative of the obligor.
6. Voting securities of the trustee owned by the obligor or its officials.
Furnish the following information as to the voting securities of the
trustee owned beneficially by the obligor and each director, partner and
executive officer of the obligor.
As of June 24, 1998
Based upon an examination of the books and records of the trustee,
inquiries made by the trustee and information furnished to the trustee by
the obligor, voting securities of the trustee, owned beneficially, directly
or indirectly, by the obligor and its directors, partners and executive
officers, taken as a group, do not exceed 1% of the outstanding voting
securities of the trustee. As to the accuracy and completeness of the
information received from the obligor, the trustee disclaims
responsibility.
7. Voting securities of the trustee owned by underwriters or their officials.
Furnish the following information as to the voting securities of the
trustee owned beneficially by each underwriter for the obligor and each
director, partner and executive officer of each such underwriter.
As of June 24, 1998
Based upon an examination of the books and records of the trustee,
inquiries made by the trustee and information furnished to the trustee by the
underwriters, no single underwriter, its directors, partners and executive
officers, taken as a group, owned beneficially, directly or indirectly, in
excess of 1% of the outstanding voting securities of the trustee. As to the
accuracy and completeness of the information received from the underwriters, the
trustee disclaims responsibility.
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8. Securities of the obligor owned or held by the trustee. Furnish the
following information as to the securities of the obligor owned
beneficially or held as collateral security for obligations in default by
the trustee.
As of June 24, 1998
Securities of the obligor owned or held by the trustee, beneficially
or as collateral security for obligations in default, did not exceed 1% of
the outstanding shares of any class.
9. Securities of underwriters owned or held by the trustee. If the trustee
owns beneficially or holds as collateral security for obligations in
default any securities of an underwriter for the obligor, furnish the
following information as to each class of securities of such underwriter
any of which are so owned or held by the trustee.
As of June 24, 1998
The trustee did not so own or hold in excess of 1% of any class of
security of any such underwriter.
10. Ownership or holdings by the trustee of voting securities of certain
affiliates or security holders of the obligor. If the trustee owns
beneficially or holds as collateral security for obligations in default
voting securities of a person who, to the knowledge of the trustee (1) owns
10% or more of the voting securities of the obligor or (2) is an affiliate,
other than a subsidiary, of the obligor, furnish the following information
as to the voting securities of such person.
As of June 24, 1998
No such securities in excess of 1% of the outstanding shares of any
class were so owned or held.
As to the identity of persons included in the classes described in
clauses (1) and (2) of this item, the answer is based on information
furnished the trustee by the obligor. As to the accuracy or completeness of
such information, the trustee disclaims responsibility.
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11. Ownership or holdings by the trustee of any securities of a person owning
50% or more of the voting securities of the obligor. If the trustee owns
beneficially or holds as collateral security for obligations in default any
securities of a person who, to the knowledge of the trustee, owns 50% or
more of the voting securities of the obligor, furnish the following
information as to each class of securities of such person any of which are
so owned or held by the trustee.
As of June 24, 1998
No such securities in excess of 1% of the outstanding shares of any
class were so owned or held.
As to the identity of persons of this class, the answer is based on
information furnished the trustee by the obligor. As to the accuracy or
completeness of such information, the trustee disclaims responsibility.
12. Indebtedness of the Obligor to the Trustee. If the Obligor is indebted to
the Trustee, furnish the following information: nature of indebtedness,
amount outstanding and date due.
As of June 24, 1998
The Obligor was not indebted to the Trustee.
13. Defaults by the Obligor. (a) State whether there is or has been a default
with respect to the securities under this indenture. Explain the nature of
any such default. (b) If the trustee is a trustee under another indenture
under which any other securities are outstanding, state whether there has
been a default under any such indenture and explain the nature of any such
default.
As of June 24, 1998
There has been no default respecting such securities.
14. Affiliations with the Underwriters. If the underwriter is an affiliate of
the trustee, describe each such affiliation.
As of June 24, 1998
The underwriter is not an affiliate of the trustee.
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15. Foreign Trustee. Identify the order or rule pursuant to which the foreign
trustee is under the authorized to act as sole trustee under indentures
qualified or to be qualified Act.
Not applicable.
16. List of Exhibits. List below all exhibits filed as part of this statement
of eligibility and qualification.
* 1. A copy of the articles of incorporation of the trustee as now in
effect.
** 2. A copy of the certificate of authority of the trustee to commence
business.
** 3. A copy of the certificate of authorization of the trustee to
exercise corporate trust powers issued by the Board of Governors
of the Federal Reserve System under date of May 20, 1933 .
* 4. A copy of the existing bylaws of the trustee.
5. Not applicable.
6. The consent of the trustee required by Section 321(b) of the Act.
7. A copy of the latest report of condition of the trustee published
pursuant to law or to requirements of its supervising or examining
authority.
8. Not applicable.
9. Not applicable.
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* Incorporated by reference to Exhibit bearing the same Exhibit number
submitted with the trustee's Form T-1 (File No. 22-20536).
** Incorporated by reference to Exhibit bearing the same Exhibit number
submitted with the trustee's Form T-1 (File No. 2-32069).
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 as
amended, the Trustee, First National Bank of Commerce, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this statement of eligibility and qualification to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of New Orleans, and State of Louisiana on the 24th day of June 1998.
FIRST NATIONAL BANK OF COMMERCE
By: /s/ Denis L. Milliner
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Name: Denis L. Milliner
Title: Vice President and
Trust Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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6. The consent of the trustee required by Section 321(b) of the Act.
7. A copy of the latest report of condition of the trustee published
pursuant to law or to requirements of its supervising or examining
authority.
Consent of Trustee Required by Section 321(b)
of the Trust Indenture Act of 1939
In connection with the Indenture referred to in the Form T-1 of even
date herewith between Bayou Steel Corporation and First National Bank of
Commerce, as Trustee, pursuant to Section 321(b) of the Trust Indenture Act of
1939 as amended to November 15, 1990, hereby consents that reports of
examinations by Federal, State, Territorial or District authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request thereof.
Dated as of June 24 1998
FIRST NATIONAL BANK OF COMMERCE
By /s/ Denis L. Milliner
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Name: Denis L. Milliner
Title: Vice President and
Trust Officer