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 CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) -------------------------------------------- NBD BANK (Exact name of Trustee as specified in its charter) 611 WOODWARD AVENUE DETROIT, MICHIGAN 48226 38-0864715 (Address of principal executive offices) (Zip Code) (I.R.S. Employer Identification No.) NBD BANK 611 WOODWARD AVENUE DETROIT, MICHIGAN 48226 CORPORATE TRUST ADMINISTRATION ATTN: NAN L. PACKARD, VICE PRESIDENT TELEPHONE: (313) 225-3189 (Name, Address and Telephone number of agent for service) USFREIGHTWAYS CORPORATION (Exact name of obligor as specified in its charter) DELAWARE 36-3790696 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 9700 HIGGINS ROAD SUITE 570 ROSEMONT, ILLINOIS 60018 (Address of principal executive offices) (Zip Code) SENIOR DEBT SECURITIES (Title of Indenture Securities) 1 2 ITEM 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: State of Michigan Financial Institutions Bureau, Lansing, MI Federal Reserve Bank of Chicago, Chicago, Illinois 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. ITEM 2 AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION. The obligor is not an affiliate of the Trustee. ITEM 3 VOTING SECURITIES OF THE TRUSTEE. The following information is furnished as to each class of voting securities of the Trustee: As of December 9, 1999 -------------------------------------------------------------- Column A Column B -------------------------------------------------------------- Title of Class Amount Outstanding -------------------------------------------------------------- Common Stock, par value 8,948,648 shares $12.50 per share ITEM 4 TRUSTEESHIPS UNDER OTHER INDENTURES None. ITEM 5 THROUGH ITEM 15 Not applicable ITEM 16 LIST OF EXHIBITS: EXHIBIT (1) A COPY OF THE ARTICLES OF INCORPORATION OF THE TRUSTEE NOW IN EFFECT Incorporated by reference to Exhibit (1) to Item 16 of Form T-1 filed as Exhibit 25 to Registration Statement Securities and Exchange Commission, Registration No. 33-51775.* EXHIBIT (2) CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO COMMENCE BUSINESS Incorporated by reference to Exhibit (2) to Item 16 of Form T-1 filed with Amendment No. 1, Securities and Exchange Commission, Registration No. 22-4501.* EXHIBIT (3) AUTHORIZATION OF THE TRUSTEE TO EXERCISE CORPORATE 2 3 TRUST POWERS Incorporated by reference to Exhibit (3) to Item 16 of Form T-1 filed with Amendment No. 1, Securities and Exchange Commission, Registration No. 22-4501.* EXHIBIT (4) BY-LAWS OF THE TRUSTEE, AS PRESENTLY IN EFFECT Incorporated by reference to Exhibit (4) to Item 16 of Form T-1 filed as Exhibit 25 to Registration Statement, Securities and Exchange Commission, Registration No. 33-51775.* EXHIBIT (5) Not Applicable. EXHIBIT (6) CONSENT BY THE TRUSTEE REQUIRED BY SECTION 321 (B) OF THE ACT. Incorporated by reference to Exhibit (6) to Item 16 of Form T-1, filed with Amendment No.1, Securities and Exchange Commission, Registration No. 22-4501.* EXHIBIT (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. EXHIBIT (8) Not applicable. EXHIBIT (9) Not applicable. * Exhibits thus designated are incorporated herein by reference to Exhibits bearing identical numbers in Item 16 of the Form T-1 filed by the Trustee with the Securities and Exchange Commission with the specific references noted. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, NBD Bank, a Michigan banking corporation organized and existing under the laws of the State of Michigan, 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 Detroit, State of Michigan on this 9th day of April, 1999. NBD BANK, Trustee By: /S Nan L. Packard -------------------- Nan L. Packard Vice President 3 4 Charter No. 13671 Comptroller of the Currency District REPORT OF CONDITION CONSOLIDATING DOMESTIC AND FOREIGN SUBSIDIARIES OF THE NBD BANK in the State of Michigan, at the close of business on December 31, 1999 published in response to call made by Comptroller of the Currency, under title 12, United States Code, Section 161. ASSETS Thousands of dollars Cash and balances due from depository institutions Noninterest-bearing balances and currency and coin....................................................................... 2,346,187 Interest-bearing balances...................................................... 2,094 Securities: Held-to-maturity securities.................................................... - Available-for-sale securities.................................................. 1,537,804 Federal funds sold and securities purchased under agreements to resell..................................................... 112,720 Loans and lease financing receivables: Loans and leases, net of unearned income 18,010,826 LESS: Allowance for loan and lease losses 282,638 Loans and leases, net of unearned income and allowance....................................................................... 17,728,188 Assets held in trading accounts.................................................... 117,472 Premises and fixed assets (including capitalized leases)............................................................ 327,994 Other real estate owned............................................................ 6,011 Investments in unconsolidated subsidiaries and associated companies........................................................... - Customers' liability to this bank on acceptances outstanding.................................................................... 7,559 Intangible assets.................................................................. 131,815 Other assets....................................................................... 636,938 ----------- Total assets....................................................................... 22,954,782 =========== LIABILITIES Deposits: In domestic offices............................................................ 17,890,219 Noninterest-bearing.......................................... 5,202,278 Interest-bearing............................................. 12,687,941 In foreign offices, Edge and Agreement subsidiaries, and IBFs......................................................... 154,692 Noninterest-bearing........................................................ - Interest-bearing............................................. 154,692 Federal funds purchased and securities sold under agreements to repurchase................................................. 1,556,060 Demand notes issued to the U.S. Treasury........................................... 225,528 Trading liabilities................................................................ 94,960 Other borrowed money: With remaining maturity of one year or less................................... 337,378 With remaining maturity of more than one year through three years............. 2,626 With remaining maturity of more than three years.............................. 2,993 5 Bank's liability on acceptances executed and outstanding................................................ 7,559 Notes and debentures subordinated to deposits.................................................... 610,000 Other liabilities............................................... 464,789 ------------ Total liabilities............................................... 21,346,804 ------------ EQUITY CAPITAL Common stock.................................................... 111,858 Surplus......................................................... 687,356 Undivided profits and capital reserves.......................... 795,579 Net unrealized holding gains (losses) on available-for-s........ 13,185 Cumulative foreign currency translation adjustments................................................. - ------------ Total equity capital............................................ 1,607,978 ------------ Total liabilities and equity capital............................ 22,954,782 ============ I, Jason N. Hansen, Vice President of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief. JASON N. HANSEN April 9, 1999 We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We 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 and is true and correct. DANIEL T. LIS WALTER C. WATKINS VERNE G. ISTOCK Directors