1
EXHIBIT 25.1
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) ______
HARRIS TRUST AND SAVINGS BANK
(Name of Trustee)
Illinois 36-1194448
(State of Incorporation) (I.R.S. Employer Identification No.)
111 West Monroe Street, Chicago, Illinois 60603
(Address of principal executive offices)
Carolyn Potter, Harris Trust and Savings Bank,
311 West Monroe Street, Chicago, Illinois, 60606
312-461-2531 phone 312-461-3525 facsimile
(Name, address and telephone number for agent for service)
QUEEN SAND RESOURCES, INC.
(Name of obligor)
Delaware 75-2615565
(State of Incorporation) (I.R.S. Employer Identification No.)
Nevada Queen Sand Resources, Inc. 75-2564071
Nevada Northland Operating Co. 75-2593510
Nevada Corrida Resources, Inc. 75-2691594
(State of Incorporation) (Name of Guarantor) (I.R.S. Employer
Identification No.)
3500 Oak Lawn, Suite 380
Dallas Texas 75219-4398
(Address of principal executive offices)
12 1/2 Senior Notes due 2008
(Title of indenture securities)
2
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.
Commissioner of Banks and Trust Companies, State of
Illinois, Springfield, Illinois; Chicago Clearing House
Association, 164 West Jackson Boulevard, Chicago,
Illinois; Federal Deposit Insurance Corporation,
Washington, D.C.; The Board of Governors of the Federal
Reserve System,Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Harris Trust and Savings Bank is authorized to exercise corporate
trust powers.
2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the
Trustee, describe each such affiliation.
The Obligor is not an affiliate of the Trustee.
3. thru 15.
NO RESPONSE NECESSARY
16. LIST OF EXHIBITS.
1. A copy of the articles of association of the Trustee is now in
effect which includes the authority of the trustee to commence
business and to exercise corporate trust powers.
A copy of the Certificate of Merger dated April 1, 1972 between
Harris Trust and Savings Bank, HTS Bank and Harris Bankcorp,
Inc. which constitutes the articles of association of the
Trustee as now in effect and includes the authority of the
Trustee to commence business and to exercise corporate trust
powers was filed in connection with the Registration Statement
of Louisville Gas and Electric Company, File No. 2-44295, and is
incorporated herein by reference.
2. A copy of the existing by-laws of the Trustee.
A copy of the existing by-laws of the Trustee was filed in
connection with the Registration Statement of Commercial Federal
Corporation, File No. 333-20711, and is incorporated herein by
reference.
3. The consents of the Trustee required by Section 321(b) of the
Act.
(included as Exhibit A on page 2 of this statement)
4. A copy of the latest report of condition of the Trustee
published pursuant to law or the requirements of its supervising
or examining authority.
(included as Exhibit B on page 3 of this statement)
1
3
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
HARRIS TRUST AND SAVINGS BANK, a corporation organized and existing under the
laws of the State of Illinois, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Chicago, and State of Illinois, on the 10th day of August, 1998.
HARRIS TRUST AND SAVINGS BANK
By: /s/ C. POTTER
--------------------------------
C. Potter
Assistant Vice President
EXHIBIT A
The consents of the trustee required by Section 321(b) of the Act.
Harris Trust and Savings Bank, as the Trustee herein named, hereby consents that
reports of examinations of said trustee by Federal and State authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
HARRIS TRUST AND SAVINGS BANK
By: /s/ C. POTTER
--------------------------------
C. Potter
Assistant Vice President
July
2
4
EXHIBIT B
Attached is a true and correct copy of the statement of condition of Harris
Trust and Savings Bank as of March 31, 1998, as published in accordance with a
call made by the State Banking Authority and by the Federal Reserve Bank of the
Seventh Reserve District.
[LOGO] HARRIS BANK
Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603
of Chicago, Illinois, And Foreign and Domestic Subsidiaries, at the close of
business on March 31, 1998, a state banking institution organized and operating
under the banking laws of this State and a member of the Federal Reserve System.
Published in accordance with a call made by the Commissioner of Banks and Trust
Companies of the State of Illinois and by the Federal Reserve Bank of this
District.
Bank's Transit Number 71000288
THOUSANDS
ASSETS OF DOLLARS
Cash and balances due from depository institutions:
Non-interest bearing balances and currency and coin................... $ 1,039,854
Interest bearing balances............................................. $ 290,921
Securities:.............................................................................
a. Held-to-maturity securities $ 0
b. Available-for-sale securities $ 4,266,201
Federal funds sold and securities purchased under agreements to resell $ 82,000
Loans and lease financing receivables:
Loans and leases, net of unearned income.............................. $8,726,578
LESS: Allowance for loan and lease losses............................ $ 101,318
----------
Loans and leases, net of unearned income, allowance, and reserve
(item 4.a minus 4.b).................................................. $ 8,625,260
Assets held in trading accounts......................................................... $ 120,674
Premises and fixed assets (including capitalized leases)................................ $ 219,475
Other real estate owned................................................................. $ 699
Investments in unconsolidated subsidiaries and associated companies..................... $ 120
Customer's liability to this bank on acceptances outstanding............................ $ 46,688
Intangible assets....................................................................... $ 266,411
Other assets............................................................................ $ 773,386
-----------
TOTAL ASSETS $15,731,689
===========
3
5
LIABILITIES
Deposits:
In domestic offices.............................................................. $ 8,270,648
Non-interest bearing................................................. $2,684,862
Interest bearing..................................................... $5,585,786
In foreign offices, Edge and Agreement subsidiaries, and IBF's................... $ 1,307,928
Non-interest bearing................................................. $23,432
Interest bearing..................................................... $1,284,496
Federal funds purchased and securities sold under agreements to repurchase in
domestic offices of the bank and of its Edge and Agreement subsidiaries, and in
IBF's:
Federal funds purchased & securities sold under agreements to repurchase............... $ 3,599,510
Trading Liabilities 74,487
Other borrowed money:..................................................................
a. With remaining maturity of one year or less $ 471,692
b. With remaining maturity of more than one year $ 0
Bank's liability on acceptances executed and outstanding $ 46,688
Subordinated notes and debentures...................................................... $ 325,000
Other liabilities...................................................................... $ 386,442
--------------------------------
TOTAL LIABILITIES $14,482,395
================================
EQUITY CAPITAL
Common stock........................................................................... $ 100,000
Surplus................................................................................ $ 601,026
a. Undivided profits and capital reserves............................................. $ 545,185
b. Net unrealized holding gains (losses) on available-for-sale securities $ 2,802
--------------------------------
TOTAL EQUITY CAPITAL $1,249,294
================================
Total liabilities, limited-life preferred stock, and equity capital.................... $15,731,689
================================
I, Pamela Piarowski, Vice President of the above-named bank, do
hereby declare that this Report of Condition has been prepared in conformance
with the instructions issued by the Board of Governors of the Federal Reserve
System and is true to the best of my knowledge and belief.
PAMELA PIAROWSKI
1/30/98
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 Board of Governors of the Federal Reserve System and
the Commissioner of Banks and Trust Companies of the State of Illinois and is
true and correct.
EDWARD W. LYMAN,
ALAN G. McNALLY,
RICHARD E. TERRY
Directors.
4