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EXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
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AMERICAN STOCK TRANSFER & TRUST COMPANY
(Exact name of trustee as specified in its charter)
New York 13-3439945
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
59 Maiden Lane 10038
New York, New York (Zip Code)
(Address of trustee's
principal executive offices)
CALLON PETROLEUM COMPANY
(Exact name of obligor as specified in its charter)
Delaware 64-0844345
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
200 North Canal Street
Natchez, Mississippi 39120
(Address of principal executive (Zip Code)
offices)
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% SENIOR SUBORDINATED NOTES DUE 2005
(Title of the Indenture Securities)
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GENERAL
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.
New York State Banking Department, Albany, New York
b. Whether it is authorized to exercise corporate trust powers.
The Trustee is authorized to exercise corporate trust powers.
2. Affiliations with Obligor and Underwriters.
If the obligor or any underwriter for the obligor is an affiliate of the
trustee, describe each such affiliation.
None.
3. Voting Securities of the Trustee.
Furnish the following information as to each class of voting securities of
the trustee:
<TABLE>
<CAPTION>
As of October 20, 2000
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COL. A COL. B
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<S> <C>
Title of Class Amount Outstanding
Common Shares - par value $600 per share. 1,000 shares
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4. Trusteeships under Other Indentures.
AMERICAN STOCK TRANSFER & TRUST COMPANY is the trustee under certain
Indentures dated as of November 27, 1996, July 31, 1997, and July 20, 1999 in
terms of which the obligor issued certain 10% Senior Subordinated Notes due
2001, 10.125% Senior Subordinated Notes due 2002 and 10.25% Senior Subordinated
Notes due 2004 respectively all of which rank PARI PASSU with the Indenture
Securities currently being issued.
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5. Interlocking Directorates and Similar Relationships with the Obligor or
Underwriters.
None.
6. Voting Securities of the Trustee Owned by the Obligor or its Officials.
None.
7. Voting Securities of the Trustee Owned by Underwriters or their Officials.
None.
8. Securities of the Obligor Owned or Held by the Trustee.
None.
9. Securities of Underwriters Owned or Held by the Trustee.
None.
10. Ownership or Holdings by the Trustee of Voting Securities of Certain
Affiliates or Security Holders of the Obligor.
None.
11. Ownership or Holdings by the Trustee of any Securities of a Person Owning
50 Percent or More of the Voting Securities of the Obligor.
None.
12. Indebtedness of the Obligor to the Trustee.
None.
13. Defaults by the Obligor.
None.
14. Affiliations with the Underwriters.
None.
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15. Foreign Trustee.
Not applicable.
16. List of Exhibits.
T-1.1 - A copy of the Organization Certificate of American Stock Transfer &
Trust Company, as amended to date including authority to commence
business and exercise trust powers was filed in connection with the
Registration Statement of Live Entertainment, Inc., File No.
33-54654, and is incorporated herein by reference.
T-1.4 - A copy of the By-Laws of American Stock Transfer & Trust Company, as
amended to date was filed in connection with the Registration
Statement of Live Entertainment, Inc., File No. 33-54654, and is
incorporated herein by reference.
T-1.6 - The consent of the Trustee required by Section 312(b) of the Trust
Indenture Act of 1939. Exhibit A.
T-1.7 - 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 B.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee,
American Stock Transfer & Trust Company, a corporation organized and existing
under the laws of the State of New York, 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 New York, and State of New York,
on the 20 day of October 2000
AMERICAN STOCK TRANSFER
& TRUST COMPANY
Trustee
By: /s/ HERB LEMMER
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Vice President
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EXHIBIT A
Securities and Exchange Commission
Washington, DC 20549
Gentlemen:
Pursuant to the provisions of Section 321 (b) of the Trust Indenture Act of
1939, and subject to the limitations therein contained, American Stock Transfer
& Trust Company hereby consents that reports of examinations of said corporation
by Federal, State, Territorial or District authorities may be furnished by such
authorities to you upon request therefor.
Very truly yours,
AMERICAN STOCK TRANSFER
& TRUST COMPANY
By /s/ HERB LEMMER
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Vice President
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EXHIBIT B
AMERICAN STOCK TRANSFER & TRUST COMPANY
59 MAIDEN LANE
NEW YORK, NY 10038
CONSOLIDATED REPORT OF CONDITION AND INCOME FOR A BANK WITH DOMESTIC
OFFICES ONLY AND TOTAL ASSETS OF LESS THAN $100 MILLION REPORT AT CLOSE OF
BUSINESS ON JUNE 30, 2000
All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.
SCHEDULE RC - BALANCE SHEET
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<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS
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<S> <C>
ASSETS
1. Cash and balances due from depository institutions:
a. Non-interest-bearing balances and currency and coin 470
b. Interest-bearing balances
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A)
b. Available-for-sale securities (from Schedule RC-B, column D) 3,933
3. Federal funds sold and securities purchased under agreements to resell
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RC-C)
b. LESS: Allowance for loan and lease losses
c. LESS: Allocated transfer risk reserve7
d. Loans and leases, net of unearned income, allowance, and reserve (item 4.a
minus 4.b and 4.c)
5. Trading assets
6. Premises and fixed assets (including capitalized leases) 4,208
7. Other real estate owned (from Schedule RC-M)
8. Investments in unconsolidated subsidiaries and associated companies
(from Schedule RC-M)
9. Customers' liability to this bank on acceptances outstanding
10. Intangible assets (from Schedule RC-M)
11. Other assets (from Schedule RC-F) 9,344
12. Total assets (sum of items 1 through 11) 17,955
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SCHEDULE RC - CONTINUED
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN THOUSANDS
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<S> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E)
(1) Noninterest-bearing
(2) Interest-bearing
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs
(1) Noninterest-bearing
(2) Interest-bearing
14. Federal funds purchased and securities sold under agreements to repurchase
15. a. Demand notes issued to the U.S. Treasury
b. Trading liabilities
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases):
a. With a remaining maturity of one year or less
b. With a remaining maturity of more than one year through three years
c. With a remaining maturity of more than three years
17. Not applicable
18. Bank's liability on acceptances executed and outstanding 1,016
19. Subordinated notes and debentures 1,016
20. Other liabilities (from Schedule RC-G)
21. Total liabilities (sum of items 13 through 20)
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus
24. Common stock
25. Surplus (exclude all surplus related to preferred stock) 600
26. a. Undivided profits and capital reserves 9,289
7,050
b. Net unrealized holding gains (losses) on available-for-sale securities
c. Accumulated net gains (losses) on cash flow hedges.
27. Cumulative foreign currency translation adjustments
28. Total equity capital (sum of items 23 through 27) 16,939
29. Total liabilities and equity capital (sum of items 21 and 28) 17,955
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