EX-25.1 7 a2158690zex-25_1.htm EX-25.1
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Exhibit 25.1



FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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) o


THE BANK OF NEW YORK TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)


(State of incorporation
if not a U.S. national bank)

 

95-3571558
(I.R.S. employer
identification no.)

700 South Flower Street
Suite 500
Los Angeles, California

(Address of principal executive offices)

 

90017
(Zip code)
     

Pogo Producing Company
(Exact name of obligor as specified in its charter)


Delaware
(State or other jurisdiction of
incorporation or organization)

 

74-1659398
(I.R.S. employer
identification no.)

5 Greenway Plaza, Houston, Texas
(Address of principal executive offices)

 

77046
(Zip code)
     

(6.625% Senior Subordinated Notes due 2015)




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
United States Department of the Treasury

 

Washington, D.C. 20219
Federal Reserve Bank   San Francisco, California 94105
Federal Deposit Insurance Corporation   Washington, D.C. 20429
    (b)
    Whether it is authorized to exercise corporate trust powers.


Yes.

2.
Affiliations with Obligor.


If the obligor is an affiliate of the trustee, describe each such affiliation.


None.

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 articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948).

2.
A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

3.
A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948).

4.
A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948).

6.
The consent of the trustee required by Section 321(b) of the Act.

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.

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SIGNATURE

        Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a 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 Dallas, and State of Texas, on the 19th day of September, 2005.

    THE BANK OF NEW YORK TRUST COMPANY, N.A.

 

 

By:

GRAPHIC
Name: Patrick T Giordano
Title: Vice President

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EXHIBIT 6


CONSENT OF THE TRUSTEE

Pursuant to the requirements of Section 321 (b) of the Trust Indenture Act of 1939, and in connection with the issue of 6.625% Senior Subordinated Notes due 2015, The Bank of New York Trust Company, N.A. hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefore.

    THE BANK OF NEW YORK TRUST COMPANY, N.A.

 

 

By:

GRAPHIC
Name: Patrick T Giordano
Title: Vice President

Dallas, Texas
September 19, 2005

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EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK TRUST COMPANY, N.A.
of 700 S. Flower Street, 2nd Floor, Los Angeles, CA 90017

        At the close of business March 31, 2005, published in accordance with Federal regulatory authority instructions.

 
  Dollar Amounts
in Thousands

 
ASSETS        
Cash and balances due from depository institutions:        
  Noninterest-bearing balances and currency and coin     9,100  
  Interest-bearing balances     0  
Securities:        
  Held-to-maturity securities     75  
  Available-for-sale securities     57,298  
Federal funds sold and securities purchased under agreements to resell:        
  Federal funds sold     19,000  
  Securities purchased under agreements to resell     95,000  
Loans and lease financing receivables:        
  Loans and leases held for sale     0  
  Loans and leases, net of unearned income     0  
  LESS: Allowance for loan and lease losses     0  
  Loans and leases, net of unearned income and allowance     0  
Trading assets     0  
Premises and fixed assets (including capitalized leases)     3,876  
Other real estate owned     0  
Investments in unconsolidated subsidiaries and associated companies     0  
Customers' liability to this bank on acceptances outstanding     0  
Intangible assets:        
  Goodwill     240,005  
  Other Intangible Assets     17,839  
Other assets     34,344  
   
 
Total assets   $ 476,537  
   
 
         

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LIABILITIES        
Deposits:        
  In domestic offices        
  Noninterest-bearing     7,502  
  Interest-bearing     0  
Not applicable        
Federal funds purchased and securities sold under agreements to repurchase:        
  Federal funds purchased     0  
  Securities sold under agreements to repurchase     0  
Trading liabilities     0  
Other borrowed money:
    (includes mortgage indebtedness and obligations under capitalized leases)
    58,000  
Not applicable        
Bank's liability on acceptances executed and outstanding     0  
Subordinated notes and debentures     0  
Other liabilities     51,452  
   
 
Total liabilities   $ 116,954  
   
 
Minority interest in consolidated subsidiaries     0  
EQUITY CAPITAL        
Perpetual preferred stock and related surplus     0  
Common stock     1,000  
Surplus     294,125  
Retained earnings     64,622  
Accumulated other comprehensive income        
Other equity capital components     (164 )
   
 
Total equity capital   $ 359,583  
   
 
Total liabilities, minority interest, and equity capital   $ 476,537  
   
 

        I, Thomas J. Mastro, Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

  Thomas J. Mastro ) Comptroller

        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 appropriate Federal regulatory authority and is true and correct.

  Richard G. Jackson )  
 
Nicholas C. English

)

Directors
 
Karen B. Shupenko

)

 

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SIGNATURE
CONSENT OF THE TRUSTEE