SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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)___
FIRST UNION NATIONAL BANK
(Name of Trustee)
22-1147033
(I.R.S. Employer Identification No.)
102 PENNSYLVANIA AVENUE, AVONDALE, PENNSYLVANIA
(Address of Principal Executive Offices)
19311
(Zip Code)
CHEMICAL LEAMAN CORPORATION
(Exact name of registrants as specified in their charters)
PENNSYLVANIA
(State of Incorporation)
23-2021808
(I.R.S. Employer Identification No.)
102 PICKERING WAY
EXTON, PA 19341-0200
(610) 363-4200
(Address of Principal Executive Offices)
DEBT SECURITIES
SENIOR NOTES DUE 2005
(Title of Indenture Securities)
1. General information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervisory authority to
which it is subject:
Comptroller of the Currency
United States Department of the Treasury
Washington, D.C. 20219
Federal Reserve Bank (3rd District)
Philadelphia, Pennsylvania 19106
Federal Deposit Insurance Corporation
Washington, D.C. 20429
(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.
3. Voting securities of the trustee.
Furnish the following information as to each class of voting
securities of the trustee:
Not applicable - see answer to item 13.
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:
Not applicable - see answer to item 13.
2
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.
Not applicable - see answer to item 13.
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:
Not applicable - see answer to item 13.
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:
Not applicable - see answer to item 13.
8. Securities of the obligor owned or held by the trustee.
Furnish the following information as to securities of the obligor
owned beneficially or held as collateral security for obligations in
default by the trustee:
Not applicable - see answer to item 13.
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:
Not applicable - see answer to item 13.
10. Ownership or holdings by the trustee of voting securities of certain
affiliates or security holders of the obligor.
3
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 percent or more of the voting stock 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:
Not applicable - see answer to item 13.
11. Ownership or holdings by the trustee of any securities of a person
owning 50 percent 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 percent 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:
Not applicable - see answer to item 13.
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:
Not applicable - see answer to item 13.
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.
None.
(b) 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, 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.
None
14. Affiliations with the underwriters.
If any underwriter is an affiliate of the trustee, describe each such
affiliation.
Not applicable - see answer to item 13.
4
15. Foreign trustee.
Identify the order or rule pursuant to which the trustee is
authorized to act as sole trustee under indentures qualified or to be
qualified under the Act.
Not applicable - trustee is a national banking association organized
under the laws of the United States.
16. List of Exhibits.
List below all exhibits filed as part of this statement of
eligibility.
1. Copy of Articles of Association of the trustee as now in
- ---- effect.**
2. Copy of the Certificate of the Comptroller of the Currency
- ---- dated January 11, 1994, evidencing the authority of the
trustee to transact business.*
3. Copy of the authorization of the trustee to exercise fiduciary
- ---- powers.*
4. Copy of existing by-laws of the trustee.**
- ----
5. Copy of each indenture referred to in Item 4, if the obligor
- ---- is in default, not applicable.
X 6. Consent of the trustee required by Section 321(b) of the Act.
- ---
X 7. Copy of report of condition of the trustee at the close of
- ---- business on March 31, 1997, published pursuant to the
requirements of its supervising authority.
8. Copy of any order 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.
5
9. Consent to service of process required of foreign trustees
- ---- pursuant to Rule 10a-4 under the Act, not applicable.
*Previously filed with the Securities and Exchange Commission on February 11,
1994 as an exhibit to Form T-1 in connection with Registration Statement No.
22-73340 and ** previously filed with the Securities and Exchange Commission on
May 5, 1997 as an exhibit to Form T-1 in connection with Registration Statement
No. 333-23791 and incorporated herein by reference.
NOTE
The trustee disclaims responsibility for the accuracy or completeness
of information contained in this Statement of Eligibility and Qualification not
known to the trustee and not obtainable by it through reasonable investigation
and as to which information it has obtained from the obligor and has had to rely
or will obtain from the principal underwriters and will have to rely.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, First Union National Bank, a national banking association organized and
existing under the laws of the United States of America, has duly caused this
Statement of Eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Philadelphia and Commonwealth of
Pennsylvania, on the 9th day of July, 1997.
FIRST UNION NATIONAL BANK
By: /s/Alan G. Finn
-------------------------
Alan G. Finn
Assistant Vice President
6
EXHIBIT 4
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, and in connection with the proposed issue of Chemical Leaman
Corporation, we hereby consent 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 therefor.
FIRST UNION NATIONAL BANK
By: /s/Alan G. Finn
-------------------------
Alan G. Finn
Assistant Vice President
Philadelphia, PA
July 9, 1997
REPORT OF CONDITION EXHIBIT 7
Consolidating domestic and foreign subsidiaries of the First Union National
Bank, Avondale, Pennsylvania, at the close of business on March 31, 1997,
published in response to call made by Comptroller of the Currency, under title
12, United States Code, Section 161. Charter Number 33869 Comptroller of the
Currency Northeastern District.
Statement of Resources and Liabilities
ASSETS
Thousand of Dollars
-------------------
Cash and balance due from depository
institutions:
Noninterest-bearing balances and currency and coin......... 1,589,725
Interest-bearing balances.................................. 144,932
Securities................................................... /////////
Hold-to-maturity securities................................ 406,600
Available-for-sale securities.............................. 2,331,814
Federal funds sold and securities purchased under
agreements to resell ...................................... 2,102,868
Loans and lease financing receivables:
Loan and leases, net of unearned income......19,281,909
LESS: Allowance for loan and lease losses.......243,522
LESS: Allocated transfer risk reserve.................0
Loans and leases, net of unearned income, allowance, and
reserve...................................................... 19,038,387
Assets held in trading accounts.............................. 0
Premises and fixed assets (including capitalized leases)..... 405,170
Other real estate owned...................................... 49,059
Investment in unconsolidated subsidiaries and associated //////////
companies.................................................... 32,905
Customer's liability to this bank on acceptances
outstanding................................................ 45,474
Intangible assets............................................ 411,739
Other assets................................................. 642,043
Total assets................................................. 27,200,716
LIABILITIES
Deposits:
In domestic offices..................................... 21,310,047
Noninterest-bearing......................4,381,335
Interest-bearing........................16,928,712
In foreign offices, Edge and Agreement subsidiaries,
and IBFs................................................ 519,225
Noninterest-bearing............................215
Interest-bearing...........................519,010
Federal funds purchased and securities sold under agreements
to repurchase................................................ 1,771,997
Demand notes issued to the U.S. Treasury..................... 99,991
Trading liabilities.......................................... 0
Other borrowed money:....................................... /////////
With original maturity of one year or less................... 12,151
With original maturity of more than one year............ 14,852
Not Applicable............................................... /////////
Bank's liability on acceptances executed and outstanding..... 45,884
Subordinated notes and debentures............................ 450,000
Other liabilities............................................ 642,872
Total liabilities............................................ 24,867,019
Limited-life preferred stock and related surplus............. 0
EQUITY CAPITAL
Perpetual preferred stock and related surplus................ 160,540
Common Stock................................................. 452,156
Surplus...................................................... 1,300,080
Undivided profits and capital reserves....................... 452,724
Net unrealized holding gains (losses) on available-for-sale
securities.................................................. (31,803)
Cumulative foreign currency translation adjustments.......... 0
Total equity capital......................................... 2,333,697
Total liabilities, limited-life preferred stock and equity
capital.................................................... 27,200,716