1
EXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM T-1
----------------------
STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
----------------------
FIRST UNION NATIONAL BANK
(Exact name of trustee as specified in its charter)
United States National Bank 56-0900030
(Jurisdiction of incorporation if (I.R.S. employer
not a national bank) identification no.)
First Union National Bank
90 State House Square - 2nd Floor
Hartford, CT 06103
(860) 692-7216
Attn: W. Jeffrey Kramer
(Address of Principal Executive Offices)
Same as above
-------------
(Name, address and telephone number, including
area code, of trustee's agent for service)
TRANSAMERICAN REFINING CORPORATION
(Exact name of obligor as specified in its charter)
76-0229632
(I.R.S. employer identification no.)
TEXAS
(State or other jurisdiction of incorporation or organization)
$200,000,000 16% Series B Senior Subordinated Notes due 2003
(Title of Indenture Securities)
----------------------
2
----------------------
1300 NORTH SAM HOUSTON PARKWAY EAST
SUITE 320, HOUSTON, TEXAS 77032-2949
(281)986-8811
----------------------
ED DONAHUE, VICE PRESIDENT AND SECRETARY
1300 NORTH SAM HOUSTON PARKWAY EAST
SUITE 320, HOUSTON, TEXAS 77032-2949
(281)986-8811
----------------------
WITH A COPY TO:
C. ROBERT BUTTERFIELD
GARDERE & WYNNE, L.L.P.
3000 THANKSGIVING TOWER
DALLAS, TEXAS 75201
(214) 999-3000
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
APPROXIMATE DATE OF COMMENCEMENT OF SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
----------------------
- 2 -
3
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.
- --------------------------------------------------------------------------------
Name Address
- --------------------------------------------------------------------------------
Federal Reserve Bank of Richmond, VA Richmond, VA
Comptroller of the Currency Washington, D.C.
Securities and Exchange Commission Division
of Market Regulation Washington, D.C.
Federal Deposit Insurance Corporation Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
The Trustee is authorized to exercise corporate trust powers.
2. Affiliations with obligor and underwriters. If the obligor or any
underwriter for the obligor is an affiliate of the trustee, describe
each such affiliation.
None.
(See Note 1 on Page 6.)
Because the obligor is not in default on any securities issued under indentures
under which the applicant is trustee, Items 3 through 15 are not required
herein.
16. List of Exhibits.
All exhibits identified below are filed as a part of this statement of
eligibility.
1. A copy of the Articles of Association of First Union National
Bank as now in effect, which contain the authority to commence
business and a grant of powers to exercise corporate trust
powers is filed with the T-1 for Production Resource Group
LLC, as filed with the Securities and Exchange Commission on
May 11, 1998 as Registration No. 333-46235.
2. A copy of the certificate of authority of the trustee to
commence business, if not contained in the Articles of
Association is filed with the T-1 for Production
- 3 -
4
Resource Group LLC, as filed with the Securities and Exchange
Commission on May 11, 1998 as Registration No. 333-46235.
3. A copy of the authorization of the trustee to exercise
corporate trust powers, if such authorization is not contained
in the documents specified in exhibits (1) or (2) above is
filed with the T-1 for Production Resource Group LLC, as filed
with the Securities and Exchange Commission on May 11, 1998 as
Registration No. 333-46235.
4. A copy of the existing By-laws of the trustee, or instruments
corresponding thereto is filed with the T-1 for Production
Resource Group LLC, as filed the Securities and Exchange
Commission on May 11, 1998 as Registration No. 333-46235.
5. Inapplicable.
6. The consent of the trustee required by Section 321(b) of the
Trust Indenture Act of 1939 is included at Page 5 of this Form
T-1 Statement.
7. A copy of the latest report of condition of the trustee
published pursuant to law or to the requirements of its
supervising or examining authority is filed with the T-1 for
Production Resource Group LLC as filed with the Securities and
Exchange Commission on May 11, 1998 as Registration Statement
333-46235.
8. Inapplicable.
9. Inapplicable.
- 4 -
5
NOTE
Note 1: Inasmuch as this Form T-1 is filed prior to the ascertainment
by the Trustee of all facts on which to base a responsible answer to Item 2,
the answer to said Item is based on incomplete information. Item 2 may,
however, be considered correct unless amended by an amendment to this Form T-1.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, First Union National Bank, a national association
organized and existing under the laws of the United States of America, has duly
caused this statement of eligibility and qualification to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of
Hartford, and State of Connecticut, on the 26th day of May, 1998.
FIRST UNION NATIONAL BANK
(trustee)
By: /s/ W. Jeffrey Kramer
--------------------------------
W. Jeffrey Kramer
Vice President
CONSENT OF TRUSTEE
Under Section 321(b) of the Trust Indenture Act of 1939, as amended,
and in connection with the proposed issuance by the Obligor of the 16% Series B
Senior Subordinated Notes Due 2003, First Union National Bank as the trustee
herein named, hereby consents that reports of examinations of said Trustee by
Federal, State, Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.
FIRST UNION NATIONAL BANK
By: /s/ W. Jeffrey Kramer
----------------------------
W. Jeffrey Kramer
Vice President
Dated: May 26, 1998
- 5 -