EX-25.1 7 dex251.htm STATEMENT OF ELIGIBILITY ON FORM T-1 Statement of Eligibility on Form T-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)                     

 


 

THE BANK OF NEW YORK

(Exact name of trustee as specified in its charter)

 

New York   13-5160382
(Jurisdiction of incorporation
if not a U.S. national bank)
  (I.R.S. Employer
Identification No.)
One Wall Street, New York, New York   10286
(Address of principal executive offices)   (Zip code)

 


 

UNITED REFINING COMPANY

(Exact name of obligor as specified in its charter)

 

Pennsylvania   25-1411751
(State or other jurisdiction
of incorporation or organization)
  (I.R.S. Employer
Identification No.)

15 Bradley Street

Warren, Pennsylvania

  16365
(Address of principal executive offices)   (Zip code)

 

(for Additional Obligors, please see “Table of Additional Obligors” on the following page)

 


 

10½% Senior Notes due 2012

(Title of the Indenture securities)

 



TABLE OF ADDITIONAL OBLIGORS

 

Name of Additional Registrant*


  

State of
Incorporation or
Formation


  

IRS Employer
Identification
Number


Kiantone Pipeline Corporation

   New York    25-1211902

Kiantone Pipeline Company

   Pennsylvania    24-1416278

United Refining Company of Pennsylvania

   Pennsylvania    25-0850960

United Jet Center, Inc.

   Delaware    52-1623169

Kwik-Fill Corporation

   Pennsylvania    25-1525543

Independent Gas and Oil Company of Rochester, Inc.

   New York    06-1217388

Bell Oil Corp.

   Michigan    38-1884781

PPC, Inc.

   Ohio    31-0821706

Super Test Petroleum, Inc.

   Michigan    38-1901439

Kwik-Fil, Inc.

   New York    25-1525615

Vulcan Asphalt Refining Corporation

   Delaware    23-2486891

Country Fair, Inc.

   Pennsylvania    25-1411751

* The address and telephone number of the principal executive offices of each of the registrants listed below are the same as those of United Refining Company.

 


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.

 

Superintendent of Banks of the
State of New York

  

2 Rector Street, New York, N.Y. 10006
and Albany, N.Y. 12203

Federal Reserve Bank of New York    33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation    550 17th Street, N.W., Washington, D.C. 20429
New York Clearing House Association    New York, N.Y. 10005

 

  (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. (See Note on page 2.)

 

Item 16. List of Exhibits.

 

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

 

1.    -    A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)
4.    -    A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed as Exhibit 25(a) to Registration Statement No. 333-102200.)
6.    -    The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)
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.


NOTE

 

Inasmuch as this Form T-1 is being filed prior to the ascertainment by the Trustee of all facts on which to base a responsive answer to Item 2, the answer to said Item is based on incomplete information.

 

Item 2 may, however, be considered as correct unless amended by an amendment to this Form T-1.

 

SIGNATURE

 

Pursuant to the requirements of the Act, the Trustee, The Bank 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 16th day of December, 2004.

 

THE BANK OF NEW YORK
By:   /S/    VAN K. BROWN        

Name:

  Van K. Brown

Title:

  Vice President


Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286

And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business June 30, 2004, published in

accordance with a call made by the Federal Reserve Bank of this District pursuant to the

provisions of the Federal Reserve Act.

 

     Dollar Amounts
In Thousands


ASSETS

      

Cash and balances due from depository institutions:

      

Noninterest-bearing balances and currency and coin

   $ 2,954,963

Interest-bearing balances

     10,036,895

Securities:

      

Held-to-maturity securities

     1,437,899

Available-for-sale securities

     20,505,806

Federal funds sold and securities purchased under agreements to resell

      

Federal funds sold in domestic offices

     5,482,900

Securities purchased under agreements to resell

     838,105

Loans and lease financing receivables:

      

Loans and leases held for sale

     48,034

Loans and leases, net of unearned income

     38,299,913

LESS: Allowance for loan and lease losses

     594,926

Loans and leases, net of unearned income and allowance

     37,704,987

Trading Assets

     2,986,727

Premises and fixed assets (including capitalized leases)

     957,249

Other real estate owned

     374

Investments in unconsolidated subsidiaries and associated companies

     246,280

Customers’ liability to this bank on acceptances outstanding

     251,948

Intangible assets

      

Goodwill

     2,699,812

Other intangible assets

     755,311

Other assets

     7,629,093
    

Total assets

   $ 94,536,383
    


EXHIBIT 7

(Page 2 of 3)

 

LIABILITIES

        

Deposits:

        

In domestic offices

   $ 36,481,716  

Noninterest-bearing

     15,636,690  

Interest-bearing

     20,845,026  

In foreign offices, Edge and Agreement subsidiaries, and IBFs

     25,163,274  

Noninterest-bearing

     413,981  

Interest-bearing

     24,749,293  

Federal funds purchased and securities sold under agreements to repurchase

        

Federal funds purchased in domestic offices

     898,340  

Securities sold under agreements to repurchase

     721,016  

Trading liabilities

     2,377,862  

Other borrowed money:

        

(includes mortgage indebtedness and obligations under capitalized leases)

     10,475,320  

Not applicable

        

Bank’s liability on acceptances executed and outstanding

     254,569  

Subordinated notes and debentures

     2,422,807  

Other liabilities

     7,321,226  
    


Total liabilities

   $ 86,116,130  
    


Minority interest in consolidated subsidiaries

     139,967  

EQUITY CAPITAL

        

Perpetual preferred stock and related surplus

     0  

Common stock

     1,135,284  

Surplus

     2,082,308  

Retained earnings

     5,118,989  

Accumulated other comprehensive income

     (56,295 )

Other equity capital components

     0  

Total equity capital

     8,280,286  
    


Total liabilities, minority interest, and equity capital

   $ 94,536,383  
    


 

I, Thomas J. Mastro, Senior Vice President and Comptroller 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.

 

 

Thomas J. Mastro,

Senior Vice President and Comptroller

 

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.

 

Thomas A. Renyi           Directors
Gerald L. Hassell        
Alan R. Griffith