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As Of Filer Filing For·On·As Docs:Size Issuer Agent 9/15/03 Ipsco Tubulars Inc F-4 14:1.9M RR Donnelley/FA Ipsco Enterprises Inc Ipsco Investments Inc Ipsco Minnesota Inc Ipsco Ontario Inc Ipsco Recycling Inc Ipsco Saskatchewan Inc Ipsco Steel Alabama Inc Ipsco Steel Inc Ipsco Texas Inc Ipsco Alabama Ltd Ipsco Inc |
Document/Exhibit Description Pages Size
1: F-4 Registration Statement of a Foreign Private Issuer HTML 869K
for Securities Issued in a
Business-Combination Transaction
2: EX-1.1 Purchase Agreement, Dated June 13, 2003. 38 128K
3: EX-4.1 Registration Rights Agreement, Dated as of June 36 124K
18, 2003
4: EX-4.2 Indenture, Dated as of June 18, 2003 111 382K
5: EX-5.1 Opinion of Kirkland & Ellis LLP HTML 24K
6: EX-5.2 Opinion of George H. Valentine, Esq. HTML 23K
7: EX-5.3 Opinion of Burr & Forman LLP HTML 21K
8: EX-12.1 Ratio of Earnings to Fixed Charges HTML 97K
9: EX-23.1 Consent of Ernst & Young LLP HTML 11K
10: EX-25.1 Statement of Eligibility of Trustee on Form T-1 HTML 65K
11: EX-99.1 Form of Letter of Transmittal HTML 76K
12: EX-99.2 Form of Tender Instructions HTML 19K
13: EX-99.3 Form of Notice of Guaranteed Delivery HTML 33K
14: EX-99.4 Financial Statement Schedule and Auditors' Report HTML 52K
| Statement of Eligibility of Trustee 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)
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
| A U.S. National Banking Association | 41-1592157 | |
| (Jurisdiction of incorporation or organization if not a U.S. national bank) |
(I.R.S. Employer Identification No.) | |
| Sixth Street and Marquette Avenue | 55479 | |
| Minneapolis, Minnesota (Address of principal executive offices) |
(Zip code) | |
Stanley S. Stroup, General Counsel
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
Sixth Street and Marquette Avenue
(612) 667-1234
(Agent for Service)
IPSCO Inc.
(Exact name of obligor as specified in its charter)
| Canada | 98-0077354 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| P.O. Box 1670, Regina, Saskatchewan, Canada | S4P 3C7 | |
| (Address of principal executive offices) | (Zip code) | |
8 3/4% Senior Notes due 2013
(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.
Comptroller of the Currency
Treasury Department
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, D.C.
The Board of Governors of the Federal Reserve System
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate
trust powers.
Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.
Item 15. Foreign Trustee.
Not applicable.
Item 16. List of Exhibits.
List below all exhibits filed as a part of this Statement of Eligibility. Wells Fargo Bank incorporates by reference into this Form T-1 the exhibits attached hereto.
| Exhibit 1. |
a. | A copy of the Articles of Association of the trustee now in effect.*** | ||
| Exhibit 2. |
a. | A copy of the certificate of authority of the trustee to commence business issued June 28, 1872, by the Comptroller of the Currency to The Northwestern National Bank of Minneapolis.* | ||
| b. | A copy of the certificate of the Comptroller of the Currency dated January 2, 1934, approving the consolidation of The Northwestern National Bank of Minneapolis and The Minnesota Loan and Trust Company of Minneapolis, with the surviving entity being titled Northwestern National Bank and Trust Company of Minneapolis.* | |||
| c. | A copy of the certificate of the Acting Comptroller of the Currency dated January 12, 1943, as to change of corporate title of Northwestern National Bank and Trust Company of Minneapolis to Northwestern National Bank of Minneapolis.* | |||
| d. | A copy of the letter dated May 12, 1983 from the Regional Counsel, Comptroller of the Currency, acknowledging receipt of notice of name | |||
2
| change effective May 1, 1983 from Northwestern National Bank of Minneapolis to Norwest Bank Minneapolis, National Association.* | ||||
| e. | A copy of the letter dated January 4, 1988 from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation and merger effective January 1, 1988 of Norwest Bank Minneapolis, National Association with various other banks under the title of “Norwest Bank Minnesota, National Association.”* | |||
| f. | A copy of the letter dated July 10, 2000 from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation effective July 8, 2000 of Norwest Bank Minnesota, National Association with various other banks under the title of “Wells Fargo Bank Minnesota, National Association.”**** | |||
| Exhibit 3. |
A copy of the authorization of the trustee to exercise corporate trust powers issued January 2, 1934, by the Federal Reserve Board.* | |||
| Exhibit 4. |
Copy of By-laws of the trustee as now in effect.*** | |||
| Exhibit 5. |
Not applicable. | |||
| Exhibit 6. |
The consent of the trustee required by Section 321(b) of the Act. | |||
| Exhibit 7. |
Consolidated Report of Condition attached. | |||
| Exhibit 8. |
Not applicable. | |||
| Exhibit 9. |
Not applicable. | |||
| * |
Incorporated by reference to exhibit number 25.1(b) filed with registration statement number 333-74872. |
| *** |
Incorporated by reference to exhibit T3G filed with registration statement number 022-22473. |
| **** | Incorporated by reference to exhibit number 2f to the trustee’s Form T-1 filed as exhibit 25.1 to the Current Report Form 8-K dated September 8, 2000 of NRG Energy Inc. file number 001-15891. |
3
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank Minnesota, National Association, 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 Minneapolis and State of Minnesota on the 8th day of September 2003.
| WELLS FARGO BANK MINNESOTA, | ||
| By: |
/S/ MICHAEL G. SLADE | |
| Name: Michael G. Slade Assistant Vice President | ||
4
EXHIBIT 6
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
| Very truly yours, | ||
| WELLS FARGO BANK MINNESOTA, | ||
| By: |
/S/ MICHAEL G. SLADE | |
| Name: Michael G. Slade Assistant Vice President | ||
5
EXHIBIT 7
Consolidated Report of Condition of
Wells Fargo Bank Minnesota, National Association
of Sixth Street and Marquette Avenue, Minneapolis, MN 55479
And Foreign and Domestic Subsidiaries,
at the close of business June 30, 2003, filed in accordance with
12 U.S.C. §161 for National Banks.
| Dollar Amounts In Millions | |||||
| ASSETS |
|||||
| Cash and balances due from depository institutions: |
|||||
| Noninterest-bearing balances and currency and coin |
$ | 1,820 | |||
| Interest-bearing balances |
63 | ||||
| Securities: |
|||||
| Held-to-maturity securities |
0 | ||||
| Available-for-sale securities |
1,865 | ||||
| Federal funds sold and securities purchased under agreements to resell: |
|||||
| Federal funds sold in domestic offices |
10,646 | ||||
| Securities purchased under agreements to resell |
117 | ||||
| Loans and lease financing receivables: |
|||||
| Loans and leases held for sale |
20,213 | ||||
| Loans and leases, net of unearned income |
18,159 | ||||
| LESS: Allowance for loan and lease losses |
283 | ||||
| Loans and leases, net of unearned income and allowance |
17,876 | ||||
| Trading Assets |
440 | ||||
| Premises and fixed assets (including capitalized leases) |
148 | ||||
| Other real estate owned |
6 | ||||
| Investments in unconsolidated subsidiaries and associated companies |
0 | ||||
| Customers’ liability to this bank on acceptances outstanding |
17 | ||||
| Intangible assets |
|||||
| Goodwill |
291 | ||||
| Other intangible assets |
11 | ||||
| Other assets |
1,380 | ||||
| Total assets |
$ | 54,893 | |||
| LIABILITIES |
|||||
| Deposits: |
|||||
| In domestic offices |
$ | 36,876 | |||
| Noninterest-bearing |
24,165 | ||||
| Interest-bearing |
12,711 | ||||
| In foreign offices, Edge and Agreement subsidiaries, and IBFs |
4,858 | ||||
| Noninterest-bearing |
1 | ||||
| Interest-bearing |
4,857 | ||||
| Federal funds purchased and securities sold under agreements to repurchase: |
|||||
| Federal funds purchased in domestic offices |
1,391 | ||||
| Securities sold under agreements to repurchase |
286 | ||||
6
| Dollar Amounts In Millions | |||
| Trading liabilities |
50 | ||
| Other borrowed money |
|||
| (includes mortgage indebtedness and obligations under capitalized leases) |
6,718 | ||
| Bank’s liability on acceptances executed and outstanding |
18 | ||
| Subordinated notes and debentures |
0 | ||
| Other liabilities |
1,192 | ||
| Total liabilities |
$ | 51,389 | |
|
Minority interest in consolidated subsidiaries |
0 | ||
|
EQUITY CAPITAL |
|||
| Perpetual preferred stock and related surplus |
0 | ||
| Common stock |
100 | ||
| Surplus (exclude all surplus related to preferred stock) |
2,134 | ||
| Retained earnings |
1,208 | ||
| Accumulated other comprehensive income |
62 | ||
| Other equity capital components |
0 | ||
| Total equity capital |
3,504 | ||
| Total liabilities, minority interest, and equity capital |
$ | 54,893 | |
I, Karen B. Martin, Vice President 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.
| /S/ KAREN B. MARTIN | ||
| Karen B. Martin Vice President |
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.
| /S/ JON R. CAMPBELL Jon R. Campbell
|
) ) ) ) ) ) ) ) ) ) ) ) ) ) ) |
Directors | ||
| /S/ MARILYN A. DAHL Marilyn A. Dahl
|
||||
| /S/ GERALD B. STENSON Gerald B. Stenson |
||||
7
| This ‘F-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/15/03 | 40-F/A, 6-K/A | ||
| 9/8/03 | ||||
| 6/30/03 | 6-K/A | |||
| 9/8/00 | ||||
| 7/10/00 | ||||
| 7/8/00 | ||||
| List all Filings | ||||