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
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)
13-4994650
(I.R.S. Employer Identification Number)
712 Main Street, Houston, Texas 77002
(Address of principal executive offices) (Zip code)
Lee Boocker, 712 Main Street, 26th Floor
Houston, Texas 77002 (713) 216-2448
(Name, address and telephone number of agent for service)
DEVON FINANCING CORPORATION, U.L.C.
(Exact name of obligor as specified in its charter)
Nova Scotia, Canada N/A
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
20 North Broadway, Suite 1500
Oklahoma City, Oklahoma 73102-8260
(Address of principal executive offices) (Zip code)
6.875% Notes due 2011
7.875% Debentures due 2031
(Title of 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.
New York State Banking Department, State House, Albany, NY
12110 Federal Deposit Insurance Corporation, Washington, DC
20429 Board of Governors of the Federal Reserve System,
Washington, DC 20551 Federal Reserve Bank of New York,
District No. 2, 33 Liberty Street, New York, NY
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with the obligor.
If the obligor is an affiliate of the trustee, describe each
such affiliation.
The obligor is not an affiliate of the trustee. (See Note on
Page 7.)
Item 3. Voting Securities of the trustee.
Furnish the following information as to each class of voting
securities of the trustee.
Col. A Col. B
Title of class Amount outstanding
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Not applicable by virtue of Form T-1 General Instruction B and response
to Item 13.
Item 4. Trusteeships under other indentures.
If the trustee is a trustee under another indenture under
which any other securities, or certificates of interest or participation in any
other securities, of the obligor are outstanding, furnish the following
information:
(a) Title of the securities outstanding under each such
other indenture.
Not applicable by virtue of Form T-1 General Instruction B and response
to Item 13.
Item 4. (Continued)
(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 by virtue of Form T-1 General Instruction B and response
to Item 13.
Item 5. Interlocking directorates and similar relationships with obligor or
underwriters.
If the trustee or any of the directors or executive officer 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.
Not applicable by virtue of Form T-1 General Instruction B and response
to Item 13.
Item 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.
Col. A Col. B Col. C Col. D
Percentage of
voting securities
represented by
Amount owned amount given in
Name of owner Title of class beneficially Col. C
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Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
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Item 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.
Col. A Col. B Col. C Col. D
Percentage of
voting securities
represented by
Amount owned amount given in
Name of owner Title of class beneficially Col. C
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Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
Item 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.
Col. A Col. B Col. C Col. D
Amount owned
Whether the beneficially or held Percent of class
securities are voting as collateral security represented by
or nonvoting for obligations in amount given in
Title of class securities default Col. C
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Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
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Item 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.
Col. A Col. B Col. C Col. D
Amount owned
beneficially or held Percent of class
Name of issuer as collateral security represented by
and Amount for obligations in amount given in
Title of class outstanding default by trustee Col. C
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Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.
Item 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.
Col. A Col. B Col. C Col. D
Amount owned
beneficially or held Percent of class
Name of issuer as collateral security represented by
and Amount for obligations in amount given in
Title of class outstanding default by trustee Col. C
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Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13.
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Item 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 or such person any of which
are so owned or held by the trustee.
Col. A Col. B Col. C Col. D
Amount owned
beneficially or held Percent of class
Name of issuer as collateral security represented by
and Amount for obligations in amount given in
Title of class outstanding default by trustee Col. C
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Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.
Item 12. Indebtedness of the Obligor to the Trustee.
Except as noted in the instructions, if the obligor is indebted to
the trustee, furnish the following information:
Col. A Col. B Col. C
Nature of Amount
Indebtedness Outstanding Date Due
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Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.
Item 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.
There is not, nor has there been, a default with respect to the securities
under this indenture. (See Note on Page 7.)
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Item 13. (Continued)
(b) If the trustee is a trustee under another indenture under which any
securities, or certificates of interest or participation in any other
securities, of the obligor are outstanding, or is trustee for more than one
outstanding series of securities under the indenture, state whether there has
been a default under any such indenture or series, identify the indenture or
series affected, and explain the nature of any such default.
There has not been a default under any such indenture or series. (See Note
on Page 7.)
Item 14. Affiliations with the Underwriters.
If any underwriter is an affiliate of the trustee, describe each such
affiliation.
Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13.
Item 15. Foreign Trustee.
Identify the order or rule pursuant to which the foreign trustee is
authorized to act as sole trustee under indentures qualified or to be qualified
under the Act.
Not applicable.
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
and the Certificate of Amendment dated November 9, 2001 (See Exhibit 1 filled in
connection with Registration Statement No. 333-73746, 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 filled 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. The authorization of the Trustee to exercise corporate trust
powers is 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. 333-73746, which is
incorporated by reference).
5. Not applicable.
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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 the Report of Condition for the third quarter 2001 which is attached
hereto).
8. Not applicable.
9. Not applicable.
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
trustee of all facts on which to base responsive answers to Items 2 and 13, the
answers to said Items are based on incomplete information. Such Items may,
however, be considered as correct unless amended by an amendment to this Form
T-1.
[Remainder of page intentionally blank.]
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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 14 day of December, 2001.
JPMORGAN CHASE BANK, as Trustee
By: /s/ Letha R. Glover
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Letha R. Glover
Vice President and Trust Officer
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Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business September 30, 2001, 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 Millions
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ......................................... $ 20,204
Interest-bearing balances ................................. 34,014
Securities:
Held to maturity securities .................................... 462
Available for sale securities .................................. 58,587
Federal funds sold and securities purchased under
agreements to resell ...................................... 50,374
Loans and lease financing receivables:
Loans and leases held for sale ............................ 1,581
Loans and leases, net of unearned income .................. $164,271
Less: Allowance for loan and lease losses ................. 2,468
Loans and leases, net of unearned income and
allowance ................................................. 161,803
Trading Assets ................................................. 60,294
Premises and fixed assets (including capitalized leases) ....... 4,604
Other real estate owned ........................................ 43
Investments in unconsolidated subsidiaries and
associated companies ...................................... 365
Customers' liability to this bank on acceptances
outstanding ............................................... 295
Intangible assets
Goodwill .................................................. 1,686
Other Intangible assets ................................... 3,549
Other assets ................................................... 36,940
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TOTAL ASSETS ................................................... $434,801
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LIABILITIES
Deposits
In domestic offices ............................................ $146,738
Noninterest-bearing ............................................ $ 64,312
Interest-bearing ............................................... 82,426
In foreign offices, Edge and Agreement
subsidiaries and IBF's ......................................... 114,404
Noninterest-bearing ............................................ 7,400
Interest-bearing ............................................... 107,004
Federal funds purchased and securities sold under agree-
ments to repurchase ................................................. 58,982
Trading liabilities ................................................. 41,387
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases) ...................... 10,439
Bank's liability on acceptances executed and outstanding ............ 295
Subordinated notes and debentures ................................... 6,355
Other liabilities ................................................... 31,271
TOTAL LIABILITIES ................................................... 409,871
Minority Interest in consolidated subsidiaries ...................... 114
EQUITY CAPITAL
Perpetual preferred stock and related surplus ....................... 0
Common stock ........................................................ 1,211
Surplus (exclude all surplus related to preferred stock) ........... 12,715
Retained earnings ............................................... 10,641
Accumulated other comprehensive income .......................... 249
Other equity capital components ..................................... 0
TOTAL EQUITY CAPITAL ................................................ 24,818
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TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL ............ $434,801
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I, Joseph L. Sclafani, E.V.P. & Controller 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.
JOSEPH L. SCLAFANI
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 in- structions
issued by the appropriate Federal regulatory authority and is true and correct.
WILLIAM B. HARRISON, JR. )
DOUGLAS A. WARNER III ) DIRECTORS
FRANK A. BENNACK, JR. )
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