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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) ____
________________________
CITIBANK, N.A.
(Exact name of trustee as specified in its charter)
13-5266470
(I.R.S. employer
identification no.)
399 Park Avenue, New York, New York 10043
(Address of principal executive office) (Zip Code)
_______________________
Sunoco, Inc.
(Exact name of obligor as specified in its charter)
Pennsylvania 23-1743282
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
Ten Penn Center
1801 Market Street
Philadelphia, PA 19103-1699
(Address of principal executive offices) (Zip Code)
_________________________
Senior Debt Securities
(Title of the indenture securities)
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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
33 Liberty Street
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.
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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, 2000 - attached)
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.
__________________
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 30th day
of June, 2000.
CITIBANK, N.A.
By /s/ Nancy Forte
---------------
Nancy Forte
Senior Trust Officer
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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, 2000 - (attached)
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.
__________________
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 30th day
of June, 2000.
CITIBANK, N.A.
By ______________________
Nancy Forte
Senior Trust Officer
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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,
2000, 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.
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ASSETS
Thousands of dollars
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin $ 8,408,000
Interest-bearing balances 12,617,000
Held-to-maturity securities 0
Available-for-sale securities 42,487,000
Federal funds sold and securities purchased under agreements to resell 7,394,000
Loans and lease financing receivables:
Loans and Leases, net of unearned income $ 213,223,000
LESS: Allowance for loan and lease losses 4,630,000
Loans and leases, net of unearned income, allowance, and reserve 208,593,000
Trading assets 33,737,000
Premises and fixed assets (including capitalized leases) 3,747,000
Other real estate owned 327,000
Investments in unconsolidated subsidiaries and associated companies 1,199,000
Customers' liability to this bank on acceptances outstanding 1,000,000
Intangible assets 4,679,000
Other assets 13,770,000
TOTAL ASSETS $ 337,958,000
LIABILITIES
Deposits:
In domestic offices $ 44,927,000
Noninterest-bearing $ 14,633,000
Interest-bearing 30,294,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs 197,136,000
Noninterest-bearing 13,963,000
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Interest-bearing 183,173,000
Federal funds purchased and securities sold under agreements to repurchase 7,602,000
Demand notes issued to the U.S. Treasury 0
Trading liabilities 27,234,000
Other borrowed money (includes mortgage indebtedness and obligations under
capitalized leases):
With a remaining maturity of one year or less 11,752,000
With a remaining maturity of more than one year through three years 1,390,000
With a remaining maturity of more than three years 3,090,000
Banks' liability on acceptances executed and outstanding 1,128,000
Subordinated notes and debentures 6,850,000
Other liabilities 13,580,000
TOTAL LIABILITIES 314,689,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock $ 751,000
Surplus 9,971,000
Undivided profits and capital reserves 13,056,000
Net unrealized holding gains (losses) on available-for-sale securities 222,000
Accumulated net gains (losses) on cash flow hedges 0
Cumulative foreign currency translation adjustments (731,000)
TOTAL EQUITY CAPITAL $ 23,269,000
TOTAL LIABILITIES AND EQUITY CAPITAL $ 337,958,000
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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
VICTOR J. MENEZES
WILLIAM R. RHODES
DIRECTORS
