EXHIBIT 25.1
================================================================================
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) [Not Applicable.]
--------
JPMORGAN CHASE BANK
(Exact name of trustee as specified in its charter)
NEW YORK
(Jurisdiction of incorporation or organization
if not a U.S. national bank)
13-4994650
(I.R.S. Employer Identification No.)
270 PARK AVENUE, NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip code)
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)
PARKER DRILLING COMPANY
(Exact name of obligor as specified in its charter)
DELAWARE 73-0618660
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
TABLE OF ADDITIONAL REGISTRANTS
Parker Drilling Company of Oklahoma, Incorporated Oklahoma 73-0798949
Parker Technology, Inc. Oklahoma 73-1326129
Parker Drilling Company International Limited Nevada 73-1046414
Choctaw International Rig Corp. Nevada 73-1046415
Parker Drilling Company Limited Nevada 73-1284516
Parker Drilling Company Limited Oklahoma 73-1294859
Parker Drilling Company of New Guinea, Inc. Oklahoma 73-1331670
Parker Drilling Company North America, Inc. Nevada 73-1506381
Parker Drilling U.S.A. Ltd. Nevada 73-1030215
Parker - VSE, Inc. Nevada 75-1282282
DGH, Inc. Texas 75-1726918
Parker Drilling Offshore USA, L.L.C. Oklahoma 72-1361469
Quail Tools, L.L.P. Oklahoma 72-1361471
Parker USA Drilling Company Nevada 73-1097039
Parker Technology, L.L.C. Louisiana 62-1681875
Parker Drilling Offshore Corporation Nevada 76-0409092
Parker Drilling Offshore International, Inc. Cayman Islands 76-0354348
Anachoreta, Inc. Nevada 88-0103667
Pardril, Inc. Oklahoma 73-0774469
Parker Aviation, Inc. Oklahoma 73-1126372
Parker Drilling (Kazakhstan), Ltd. Oklahoma 73-1319753
Parker Drilling Company of Niger Oklahoma 73-1394204
Parker North America Operations, Inc. Nevada 73-1571180
Selective Drilling Corporation Oklahoma 73-1284213
Universal Rig Service Corp. Nevada 73-1097040
Parker Drilling Management Services, Inc. Nevada 73-1567200
Creek International Rig Corp. Nevada 73-1046419
1401 ENCLAVE PARKWAY
HOUSTON, TEXAS 77077
(Address of principal executive offices) (Zip Code)
SERIES A AND SERIES B 10 1/8%
SENIOR NOTES DUE 2009
(Title of the indenture securities)
================================================================================
ITEM 1. GENERAL INFORMATION.
Furnish the following information as to the trustee--
NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT IS
SUBJECT.
New York State Banking Department
State House
Albany, New York 12210
Federal Deposit Insurance Corporation,
Washington, D. C. 20429
Federal Reserve Bank of New York, District No. 2
33 Liberty Street
New York, New York
The Board of Governors of the Federal Reserve System,
Washington, D. C. 20551
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.
As of June 27, 2002
No such affiliation exists.
ITEM 3. VOTING SECURITIES OF THE TRUSTEE.
Furnish the following information as to each class of voting securities
of the trustee.
As of June 27, 2002
================================================================================
Column A Column B
Title of Class Amount Outstanding
- --------------------------------------------------------------------------------
================================================================================
Not applicable by virtue of Form T-1 General Instruction B and response to
Item 13
3
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
(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 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 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.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13
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.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13
4
ITEM 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 by virtue of Form T-1 General Instruction B and
response to Item 13
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.
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.
Not applicable by virtue of Form T-1 General Instruction B and
response to Item 13
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 of such person any of which
are so owned or held by the trustee.
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 to the Form T-1, if the obligor is
indebted to the trustee, furnish the following information: nature of
indebtedness, amount outstanding and date due.
5
Dollar Amount Applicant Expiry Date
- ------------- --------- -----------
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.
As of June 27, 2002
There is not, nor has there been, a default with respect to the
securities under this Indenture. (See Note, Page 8 hereof.)
(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.
As of June 27, 2002
There has not been a default under any such indenture or series.
(See Note, Page 8 hereof.)
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 articles of association of the trustee as now
in effect.
** 2. A copy of the certificate of authority of the trustee to
commence business.
6
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 bylaws of the trustee.
5. A copy of each indenture referred to in Item 4, if the
obligor is in default. Not Applicable.
6. The consent of the United States institutional trustees
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 the requirements of its supervising or
examining authority.
8. A 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.
9. Foreign trustees are required to file a consent to service
of process on Form F-X. Not applicable.
- ----------
* Incorporated by reference to Exhibit bearing the same Exhibit number to
Form T-1 filed in connection with Registration Statement No. 333-76894.
** Incorporated by reference to Exhibit bearing the same Exhibit number to
Form T-1 filed in connection with Registration Number 33-50010. On November
10, 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.
*** Incorporated by reference to Exhibit bearing the same Exhibit number to
Form T-1 led in connection with Registration Statement No. 333-76894. On
November 10, 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
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, a New York banking 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 Houston, and State of Texas, on the 27th day of
June, 2002.
JPMORGAN CHASE BANK
(Trustee)
By: /s/ Rebecca A. Newman
---------------------------------------
Name: Rebecca A. Newman
Title: Vice President and Trust Officer
NOTE
The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligor within three
years prior to the date of filing this statement or will be the underwriters for
the indenture securities, or are owners of 10% or more of the voting securities
of the obligor, or are owners of 50% or more of the voting securities of the
obligor or are affiliates, and the amounts and percentages of such securities,
if any, owned by each of the foregoing, respectively, are based upon information
furnished to the trustee by the obligor and the underwriter. While the trustee
has no reason to doubt the accuracy of any such information, it cannot accept
any responsibility therefor. Accordingly, the trustee disclaims responsibility
as to the accuracy and completeness of the information received from the obligor
and the underwriter relating to the answers to items 2, 5, 7, 8, 9, 10, 11, 12,
13 and 14. However, such answers may be considered as correct unless additional
information is furnished by amendment.
8
EXHIBIT 6
Securities & Exchange Commission
Washington, D.C. 20549
Gentlemen:
The undersigned is to be trustee under an Indenture dated as of May 2,
2002, as the same may be supplemented from time to time by supplemental
indentures thereto, between Parker Drilling Company and the Subsidiary
Guarantors Party Hereto and JPMorgan Chase Bank, as Trustee, entered into in
connection with the issuance from time to time of its Series A and Series B 10
1/8% Senior Notes Due 2009.
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the
undersigned hereby consents that reports of examinations of the undersigned,
made by Federal or State authorities authorized to make such examinations, may
be furnished by such authorities to the Securities & Exchange Commission upon
its request therefor.
Very truly yours,
JPMORGAN CHASE BANK
By: /s/ Rebecca A. Newman
---------------------------------------
Name: Rebecca A. Newman
Title: Vice President and Trust Officer
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
JPMorgan Chase 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 March 31, 2002, 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 MILLIONS
--------------
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin $ 22,028
Interest-bearing balances 9,189
Securities:
Held to maturity securities 428
Available for sale securities 56,159
Federal funds sold and securities purchased under
agreements to resell
Federal funds sold in domestic offices 1,901
Securities purchased under agreements to resell 69,260
Loans and lease financing receivables:
Loans and leases held for sale 13,042
Loans and leases, net of unearned income 165,950
Less: Allowance for loan and lease losses 3,284
Loans and leases, net of unearned income and allowance 162,666
Trading Assets 152,633
Premises and fixed assets (including capitalized leases) 5,737
Other real estate owned 43
Investments in unconsolidated subsidiaries and
associated companies 366
Customers' liability to this bank on acceptances
outstanding 306
Intangible assets
DOLLAR AMOUNTS
IN MILLIONS
--------------
Goodwill 1,908
Other Intangible assets 7,218
Other assets 38,458
TOTAL ASSETS $541,342
========
LIABILITIES
Deposits
In domestic offices $151,985
Noninterest-bearing $ 66,567
Interest-bearing 85,418
In foreign offices, Edge and Agreement
subsidiaries and IBF's 119,955
Noninterest-bearing $ 6,741
Interest-bearing 113,214
Federal funds purchased and securities sold under
agreements to repurchase:
Federal funds purchased in domestic offices 12,983
Securities sold under agreements to repurchase 82,618
Trading liabilities 94,099
Other borrowed money (includes mortgage indebtedness
and obligations under capitalized leases) 10,234
Bank's liability on acceptances executed and outstanding 311
Subordinated notes and debentures 9,679
Other liabilities 25,609
TOTAL LIABILITIES 507,473
Minority Interest in consolidated subsidiaries 109
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock 1,785
Surplus (exclude all surplus related to preferred stock) 16,304
Retained earnings 16,548
Accumulated other comprehensive income (877)
Other equity capital components 0
TOTAL EQUITY CAPITAL 33,760
--------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL $541,342
========
Page 2 of 3
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 instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WILLIAM B. HARRISON, JR. )
ELLEN V. FUTTER )
LAWRENCE A. BOSSIDY )
Page 3 of 3