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EXHIBIT 25.1
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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UNITED STATES TRUST COMPANY OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-3818954
(Jurisdiction of incorporation (I. R. S. Employer
if not a U. S. national bank) Identification No.)
114 West 47th Street 10036
New York, New York (Zip Code)
(Address of principal
executive offices)
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PIONEER AMERICAS ACQUISITION CORP.
(Exact name of OBLIGOR as specified in its charter)
Delaware 06-1420850
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
4200 NationsBank Center 77002
700 Louisiana Street (Zip code)
Houston, Texas
(Address of principal executive offices)
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PIONEER AMERICAS, INC.
(Exact name of REGISTRANT as specified in its charter)
Delaware 76-0280373
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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PIONEER CHLOR ALKALI COMPANY, INC.
(Exact name of REGISTRANT as specified in its charter)
Delaware 51-0302028
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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IMPERIAL WEST CHEMICAL CO.
(Exact name of REGISTRANT as specified in its charter)
Nevada 95-2375683
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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ALL-PURE CHEMICAL CO.
(Exact name of REGISTRANT as specified in its charter)
California 94-2314942
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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BLACK MOUNTAIN POWER COMPANY
(Exact name of REGISTRANT as specified in its charter)
Texas 76-0291143
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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ALL-PURE CHEMICAL NORTHWEST, INC.
(Exact name of REGISTRANT as specified in its charter)
Washington 94-2714064
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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PIONEER CHLOR ALKALI INTERNATIONAL, INC.
(Exact name of REGISTRANT as specified in its charter)
Barbados 98-0118164
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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G.O.W. CORPORATION
(Exact name of REGISTRANT as specified in its charter)
Nevada 88-0336831
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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PIONEER (EAST), INC.
(Exact name of REGISTRANT as specified in its charter)
Delaware 51-0375981
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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T.C. HOLDINGS, INC.
(Exact name of REGISTRANT as specified in its charter)
New Mexico 86-0311265
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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T.C. PRODUCTS, INC.
(Exact name of REGISTRANT as specified in its charter)
Washington 91-1536884
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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9 1/4% Series B Senior Secured Notes due 2007
(Title of the indenture securities)
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GENERAL
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.
Federal Reserve Bank of New York (2nd District), New York, New York
(Board of Governors of the Federal Reserve System).
Federal Deposit Insurance Corporation, Washington, D. C. New York
State Banking Department, Albany, New York
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
2. Affiliations with the Obligor
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
3,4,5,6,7,8,9,10,11,12,13,14 and 15.
Pioneer Americas Acquisition Corp., Pioneer Americas, Inc., Pioneer Chlor
Alkali Company, Inc., Imperial West Chemical Co., All-Pure Chemical Co.,
Black Mountain Power Company, All-Pure Chemical Northwest, Inc., Pioneer
Chlor Alkali International, Inc., G.O.W. Corporation, Pioneer (East), Inc.,
T.C. Holdings, Inc., T.C. Products, Inc. is currently not in default under
any of its outstanding securities for which United States Trust Company of
New York is Trustee. Accordingly, responses to Items 3, 4, 5, 6, 7, 8, 9,
10, 11, 12, 13, 14 and 15 of Form T-1 are not required under General
Instruction B.
16. List of Exhibits
T-1.1 -- Organization Certificate, as amended, issued by the State of
New York Banking Department to transact business as a Trust
Company, is incorporated by reference to Exhibit T-1.1 to Form
T-1 filed on September 15, 1995 with the Commission pursuant
to the Trust Indenture Act of 1939, as amended by the Trust
Indenture Reform Act of 1990 (Registration No. 33-97056).
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16. List of Exhibits
(cont'd)
T-1.2 -- Included in Exhibit T-1.1.
T-1.3 -- Included in Exhibit T-1.1.
T-1.4 -- The By-Laws of United States Trust Company of New York, as
amended, is incorporated by reference to Exhibit T-1.4 to Form
T-1 filed on September 15, 1995 with the Commission pursuant
to the Trust Indenture Act of 1939, as amended by the Trust
Indenture Reform Act of 1990 (Registration No. 33-97056).
T-1.6 -- The consent of the trustee required by Section 321(b) of the
Trust Indenture Act of 1939, as amended by the Trust Indenture
Reform Act of 1990.
T-1.7 -- A copy of the latest report of condition of the trustee
pursuant to law or the requirements of its supervising or
examining authority.
NOTE
As of June 24, 1997, the trustee had 2,999,020 shares of Common Stock
outstanding, all of which are owned by its parent company, U. S. Trust
Corporation. The term "trustee" in Item 2, refers to each of United States
Trust Company of New York and its parent company, U. S. Trust Corporation.
In answering Item 2 in this statement of eligibility, as to matters
peculiarly within the knowledge of the obligor or its directors, the
trustee has relied upon information furnished to it by the obligor and will
rely on information to be furnished by the obligor and the trustee
disclaims responsibility for the accuracy or completeness of such
information.
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Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, United States Trust Company of New York, 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 duly authorized, all in the City of New York, and State of New
York, on the 24th day of June, 1997.
UNITED STATES TRUST COMPANY OF
NEW YORK, Trustee
By:
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/S/Gerard F. Ganey
Senior Vice President
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EXHIBIT T-1.6
The consent of the trustee required by Section 321(b) of the Act.
United States Trust Company of New York
114 West 47th Street
New York, NY 10036
September 1, 1995
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Gentlemen:
Pursuant to the provisions of Section 321(b) of the Trust Indenture Act of
1939, as amended by the Trust Indenture Reform Act of 1990, and subject to the
limitations set forth therein, United States Trust Company of New York ("U.S.
Trust") hereby consents that reports of examinations of U.S. Trust by Federal,
State, Territorial or District authorities may be furnished by such authorities
to the Securities and Exchange Commission upon request therefor.
Very truly yours,
UNITED STATES TRUST COMPANY
OF NEW YORK
By:
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/S/Gerard F. Ganey
Senior Vice President
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EXHIBIT T-1.7
UNITED STATES TRUST COMPANY OF NEW YORK
CONSOLIDATED STATEMENT OF CONDITION
MARCH 31, 1997
(IN THOUSANDS)
ASSETS
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Cash and Due from Banks $ 59,856
Short-Term Investments 213,333
Securities, Available for Sale 968,413
Loans 1,370,272
Less: Allowance for Credit Losses 13,614
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Net Loans 1,356,658
Premises and Equipment 61,183
Other Assets 125,938
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TOTAL ASSETS $ 2,785,381
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LIABILITIES
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Deposits:
Non-Interest Bearing $ 480,539
Interest Bearing 1,738,130
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Total Deposits 2,218,669
Short-Term Credit Facilities 271,567
Accounts Payable and Accrued Liabilities 131,642
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TOTAL LIABILITIES $ 2,621,878
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STOCKHOLDER'S EQUITY
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Common Stock 14,995
Capital Surplus 42,541
Retained Earnings 101,577
Unrealized Gains (Losses) on Securities
Available for Sale, Net of Taxes (2,610)
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TOTAL STOCKHOLDER'S EQUITY 163,503
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TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY $ 2,785,381
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I, Richard E. Brinkmann, Senior Vice President & Comptroller of the named bank
do hereby declare that this Statement of Condition has been prepared in
conformance with the instructions issued by the appropriate regulatory
authority and is true to the best of my knowledge and belief.
Richard E. Brinkmann, SVP & Controller
June 22, 1997