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
Check if an application to determine eligibility of a Trustee
pursuant to Section 305 (b)(2) ____
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CITIBANK, N.A.
(Exact name of trustee as specified in its charter)
399 Park Avenue, New York, New York 13-5266470
(Address of principal executive office) (I.R.S. employer identification no.)
10043
(Zip Code)
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Burlington Resources Inc.
(Exact name of obligor as specified in its charter)
Delaware 91-1413284
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
5051 Westheimer, Suite 1400
Houston, Texas 77056
(Address of principal executive offices) (Zip Code)
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Debt Securities
(Title of the indenture securities)
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.
Name Address
Comptroller of the Currency Washington, D.C.
Federal Reserve Bank of New York New York, NY
Federal Deposit Insurance Corporation Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item 16. List of Exhibits.
List below all exhibits filed as a part of this Statement of Eligibility.
Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as exhibits hereto.
Exhibit 1 - Copy of Articles of Association of the Trustee, as now in
effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983)
Exhibit 2 - Copy of certificate of authority of the Trustee to commence
business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577).
Exhibit 3 - Copy of authorization of the Trustee to exercise corporate
trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519)
Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 to
Registration Statement No. 33-34988)
Exhibit 5 - Not applicable.
Exhibit 6 - The consent of the Trustee required by Section 321(b) of the
Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement
No. 33-19227.)
Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A. (as of
March 31, 1999- attached)
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Citibank, N.A., a national banking association organized and existing
under the laws of the United States of America, 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 19th day
of July, 1999.
CITIBANK, N.A.
By /s/ Florence Mills
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Florence Mills
Senior Trust Officer
Charter No. 1461
Comptroller of the Currency
Northeastern District
REPORT OF CONDITION
CONSOLIDATING
DOMESTIC AND FOREIGN
SUBSIDIARIES OF
Citibank, N.A.
of New York in the State of New York, at the close of business on March 31,
1999, published in response to call made by Comptroller of the Currency, under
Title 12, United States Code, Section 161. Charter Number 1461 Comptroller of
the Currency Northeastern District.
ASSETS
Thousands
of dollars
Cash and balances due from de-
pository institutions:
Noninterest-bearing balances
and currency and coin ............................ $ 7,997,000
Interest-bearing balances ........................ 12,201,000
Held-to-maturity securities ........................ 0
Available-for-sale securities ...................... 36,050,000
Federal funds sold and
securities purchased under
agreements to resell ............................. 8,658,000
Loans and lease financing
receivables:
Loans and Leases, net of un-
earned income .................................... $189,886,000
LESS: Allowance for loan
and lease losses ................... 4,674,000
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Loans and leases, net of un-
earned income, allowance,
and reserve ...................................... 185,212,000
Trading assets ..................................... 31,915,000
Premises and fixed assets (includ-
ing capitalized leases) .......................... 3,911,000
Other real estate owned ............................ 400,000
Investments in unconsolidated
subsidiaries and associated com-
panies ........................................... 1,128,000
Customers' liability to this bank
on acceptances outstanding ....................... 1,426,000
Intangible assets .................................. 3,560,000
Other assets ....................................... 12,578,000
TOTAL ASSETS ....................................... $304,316,000
LIABILITIES
Deposits:
In domestic offices .............................. $ 40,444,000
Noninterest-bearing ............ $13,607,000
Interest-bearing ............... 26,837,000
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In foreign offices, Edge and
Agreement subsidiaries, and
IBFs ............................................. 173,560,000
Noninterest-bearing ............ 11,287,000
Interest-bearing ............... 162,273,000
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Federal funds purchased and
securities sold under agree-
ments to repurchase .............................. 6,977,000
Trading liabilities ................................ 25,422,000
Other borrowed money (includes
mortgage indebtedness and
obligations under capitalized
leases):
With a remaining maturity of one
year or less ..................................... 11,454,000
With a remaining maturity of more
than one year through three years ................ 1,569,000
With a remaining maturity of more
than three years ................................. 2,156,000
Bank's liability on acceptances ex-
ecuted and outstanding ........................... 1,500,000
Subordinated notes and
debentures ....................................... 6,600,000
Other liabilities .................................. 14,406,000
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TOTAL LIABILITIES .................................. $284,088,000
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EQUITY CAPITAL
Perpetual preferred stock
and related surplus .............................. 0
Common stock ....................................... $ 751,000
Surplus ............................................ 9,524,000
Undivided profits and capital re-
serves ........................................... 10,651,000
Net unrealized holding gains (losses)
on available-for-sale securities ................. 31,000
Accumulated net gains (losses)
on cash flow hedges ............................... 0
Cumulative foreign currency
translation adjustments .......................... (729,000)
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TOTAL EQUITY CAPITAL ............................... $ 20,228,000
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TOTAL LIABILITIES, LIMITED-
LIFE PREFERRED STOCK, AND
EQUITY CAPITAL ................................... $304,316,000
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I, Roger W. Trupin, Controller 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.
ROGER W. TRUPIN
CONTROLLER
We, the undersigned directors, attest to the correctness of this Report of
Condition. 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.
PAUL J. COLLINS
JOHN S. REED
WILLIAM R. RHODES
DIRECTORS