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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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PCI CHEMICAL CANADA, INC.
(Exact name of OBLIGOR as specified in its charter)
New Brunswick, Canada N/A
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
630 West Rene Levesque Boulevard H3B1S6
Montreal, Quebec (Zip code)
(Address of principal executive offices)
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PIONEER AMERICAS ACQUISITION CORP.
(Exact name of REGISTRANT as specified in its charter)
Delaware 06-1420850
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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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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PCI CAROLINA, INC..
(Exact name of REGISTRANT as specified in its charter)
Delaware 76-0549506
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
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PIONEER LICENSING, INC.
(Exact name of REGISTRANT as specified in its charter)
Delaware 52-2058031
(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.
PCI Chemicals Canada, Inc., 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., PCI Carolina, Inc. and Pioneer
Licensing, 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 November 20, 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 20th day of November, 1997.
UNITED STATES TRUST COMPANY OF
NEW YORK, Trustee
By: /s/ PATRICIA STERMER
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Patricia Stermer
Assistant 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: /s/ Gerard F. Ganey
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Senior Vice President
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EXHIBIT T-1.7
UNITED STATES TRUST COMPANY OF NEW YORK
CONSOLIDATED STATEMENT OF CONDITION
SEPTEMBER 30, 1997
($ IN THOUSANDS)
ASSETS
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Cash and Due from Banks $ 116,582
Short-Term Investments 183,652
Securities, Available for Sale 691,965
Loans 1,669,611
Less: Allowance for Credit Losses 16,067
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Net Loans 1,653,544
Premises and Equipment 61,796
Other Assets 125,121
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TOTAL ASSETS $ 2,832,660
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LIABILITIES
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Deposits:
Non-Interest Bearing $ 541,619
Interest Bearing 1,617,028
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Total Deposits 2,158,647
Short-Term Credit Facilities 365,235
Accounts Payable and Accrued Liabilities 141,793
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TOTAL LIABILITIES $ 2,665,675
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STOCKHOLDER'S EQUITY
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Common Stock 14,995
Capital Surplus 49,542
Retained Earnings 99,601
Unrealized Gains (Losses) on Securities
Available for Sale, Net of Taxes 2,847
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TOTAL STOCKHOLDER'S EQUITY 166,985
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TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY $ 2,832,660
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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
November 13, 1997