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)¨
LASALLE BANK NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
36-0884183
(I.R.S. Employer
Identification No.)
135 South LaSalle Street, Chicago, Illinois 60603
(Address of principal executive offices) (Zip Code)
Willie J. Miller, Jr.
Group Senior Vice President
Chief Legal Officer and Secretary
Telephone: (312) 904-2018
135 South LaSalle Street, Suite 925
Chicago, Illinois 60603
(Name, address and telephone number of agent for service)
Heritage Property Investment Trust, Inc.
(Exact name of obligor as specified in its charter)
Maryland (State or other jurisdiction of incorporation or organization) | 04-3474810 (I.R.S. Employer Identification No.) | |
131 Dartmouth Street Boston, MA (Address of principal executive offices) | 02116 (Zip Code) | |
Heritage Property Investment Limited Partnership
(Exact name of guarantor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 04-3474811 (I.R.S. Employer Identification No.) | |
131 Dartmouth Street Boston, MA (Address of principal executive offices) | 02116 (Zip Code) | |
Bradley Operating Limited Partnership
(Exact name of guarantor as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 04-3306041 (I.R.S. Employer Identification No.) | |
131 Dartmouth Street Boston, MA (Address of principal executive offices) | 02116 (Zip Code) | |
5.125% Notes Due 2014
Guarantees of the 5.125% Notes Due 2014
(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. |
| 1. | Comptroller of the Currency, Washington D.C. |
| 2. | Federal Deposit Insurance Corporation, Washington, D.C. |
| 3. | The Board of Governors of the Federal Reserve Systems, Washington, D.C. |
| (b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such affiliation.
Not Applicable
*Pursuant to General Instruction B, the trustee has responded only to items 1, 2 and 16 of this form since to the best knowledge of the trustee the obligor is not in default under any indenture under which the trustee is a trustee.
ITEM 16. LIST OF EXHIBITS.
List below all exhibits filed as part of this statement of eligibility and qualification.
| 1. | A copy of the Articles of Association of LaSalle Bank National Association now in effect. (incorporated herein by reference to Exhibit 1 filed with Form T-1 filed with the Current Report on Form 8-K, dated June 29, 2000, in File No. 333-61691). |
| 2. | A copy of the certificate of authority to commence business (incorporated herein by reference to Exhibit 2 filed with Form T-1 filed with the Current Report on Form 8-K, dated June 29, 2000, in File No. 333-61691). |
| 3. | A copy of the authorization to exercise corporate trust powers (incorporated herein by reference to Exhibit 3 filed with Form T-1 filed with the Current Report on Form 8-K, dated June 29, 2000, in File No. 333-61691). |
| 4. | A copy of the existing By-Laws of LaSalle Bank National Association (incorporated herein by reference to Exhibit 4 filed with Form T-1 filed with the Current Report on Form 8-K, dated June 29, 2000, in File No. 333-61691). |
| 5. | Not applicable. |
| 6. | The consent of the trustee required by Section 321(b) of the Trust Indenture Act of 1939 (incorporated herein by reference to Exhibit 6 filed with Form T-1 filed with the Current Report on Form 8-K, dated June 29, 2000, in File No. 333-61691). |
| 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. |
| 8. | Not applicable. |
| 9. | Not applicable. |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, LaSalle Bank National Association, a corporation 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 Chicago, State of Illinois, on the 1st day of June, 2004.
LASALLE BANK NATIONAL ASSOCIATION
| By: | /s/ John W. Porter | |
John W. Porter Vice President | ||
| LaSalle Bank N.A. | Call Date: | 03/31/2004 | ST-BK: 17-1520 | EXHIBIT | 7 | |||||||||||
| 135 South LaSalle Street | Page | RC-1 | ||||||||||||||
| Chicago, IL 60603 | CERT:15407 | |||||||||||||||
Transit Number: 71000505
Consolidated Report of Condition for Insured Commercial and
State-Chartered Savings Banks for March 31, 2004
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
| Dollar Amounts in Thousands | ||||||||
ASSETS | ||||||||
1. Cash and balances due from depository institutions (from Schedule RC-A): | RCFD | |||||||
a. Noninterest-bearing balances and currency and coin (1) | 0081 | 1,634,318 | ||||||
b. Interest-bearing balances (2) | 0071 | 10,784 | ||||||
2. Securities: | ||||||||
a. Held-to-maturity securities (from Schedule RC-B, column A) | 1754 | 127,803 | ||||||
b. Available-for-sale securities (from Schedule RC-B, column D) | 1773 | 23,757,044 | ||||||
3. Federal funds sold and securities purchased under agreements to resell | ||||||||
a. Federal funds sold in domestic offices | B987 | 1,274,530 | ||||||
b. Securities purchased under agreements to resell (3) | B989 | 118,823 | ||||||
4. Loans and lease financing receivables (from schedule RC-C) | ||||||||
a. Loans and leases held for sale | 5369 | 518,931 | ||||||
b. Loans and leases, net of unearned income | B528 | 34,169,827 | ||||||
c. LESS: Allowance for loan and lease losses | 3123 | 681,686 | ||||||
d. Loans and leases, net of unearned income, allowance, and reserve (item 4.a minus 4.b and 4.c) | B529 | 33,488,141 | ||||||
5. Trading assets (from Schedule RC-D) | 3545 | 610,978 | ||||||
6. Premises and fixed assets (including capitalized leases) | 2145 | 260,528 | ||||||
7. Other real estate owned (from Schedule RC-M) | 2150 | 20,464 | ||||||
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) | 2130 | 0 | ||||||
9. Customers’ liability to this bank on acceptances outstanding | 2155 | 15,566 | ||||||
10. Intangible assets (from Schedule RC-M) | ||||||||
a. Goodwill | 3163 | 181,613 | ||||||
b. Other Intangible assets | 0426 | 3,553 | ||||||
11. Other assets (from Schedule RC-F) | 2160 | 3,074,642 | ||||||
12. Total assets (sum of items 1 through 11) | 2170 | 65,097,718 | ||||||
| (1) | Includes cash items in process of collection and unposted debits. |
| (2) | Includes time certificates of deposit not held for trading. |
| (3) | Includes all securities resale agreements in domestic and foreign offices, regardless of maturity. |
| LaSalle Bank N.A. | Call Date: | 03/31/2004 | ST-BK: 17-1520 | FFIEC | 031 | |||||||||||
| 135 South LaSalle Street | Vendor ID: D | Page | RC-2 | |||||||||||||
| Chicago, IL 60603 | CERT:15407 | |||||||||||||||
Transit Number: 71000505
Schedule RC - Continued
| Dollar Amounts in Thousands | ||||||||
LIABILITIES | ||||||||
13. Deposits: | ||||||||
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I) | RCON 2200 | 28,107,482 | ||||||
| RCON | ||||||||
(1) Noninterest-bearing (1) | 6631 | 7,674,198 | ||||||
(2) Interest-bearing | 6636 | 20,433,284 | ||||||
| RCFN | ||||||||
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II) | 2200 | 8,614,464 | ||||||
| RCFN | ||||||||
(1) Noninterest-bearing | 6631 | 0 | ||||||
(2) Interest-bearing | 6636 | 8,614,464 | ||||||
| RCON | ||||||||
14. Federal funds purchased and securities sold under agreements to repurchase: | ||||||||
a. Federal funds purchased in domestic offices (2) | B993 | 2,773,411 | ||||||
| RCFD | ||||||||
b. Securities sold under agreements to repurchase (3) | B995 | 2,249,364 | ||||||
15. Trading liabilities (from Schedule RC-D) | 3548 | 263,024 | ||||||
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): From schedule RC-M | 3190 | 10,601,714 | ||||||
17. Not applicable. | ||||||||
18. Bank’s liability on acceptances executed and outstanding | 2920 | 15,566 | ||||||
19. Subordinated notes and debentures (4) | 3200 | 540,000 | ||||||
20. Other liabilities (from Schedule RC-G) | 2930 | 6,988,713 | ||||||
21. Total liabilities (sum of items 13 through 20) | 2948 | 60,153,738 | ||||||
22. Minority Interest in consolidated subsidiaries | 3000 | 69,310 | ||||||
EQUITY CAPITAL | ||||||||
| RCFD | ||||||||
23. Perpetual preferred stock and related surplus | 3838 | 635,410 | ||||||
24. Common stock | 3230 | 41,234 | ||||||
25. Surplus (exclude all surplus related to preferred stock) | 3839 | 2,000,163 | ||||||
26. a. Retained Earnings | 3632 | 2,068,864 | ||||||
b. Accumulated Other Comprehensive income. (5) | B530 | 128,999 | ||||||
27. Other Equity capital components (6) | 3284 | 0 | ||||||
28. Total equity capital (sum of items 23 through 27) | 3210 | 4,874,670 | ||||||
29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28) | 3300 | 65,097,718 | ||||||
Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2001 | RCFD 6724 | Number 2 |
1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank 2 = Independent audit of the bank’s parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) 3 = Attestation on bank managements assertion on the effectiveness of the banks internal control over financial reporting by a certified public accounting firm. | 4 = Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified accounting firm. (may be required by state chartering authority) 5 = Directors’ examination of the bank performed by other external auditors (may be required by state chartering authority) 6 = Review of the bank’s financial statements by external auditors 7 = Compilation of the bank’s financial statements by external auditors 8 = Other audit procedures (excluding tax preparation work) 9 = No external audit work | |
| (1) | Includes total demand deposits and noninterest-bearing time and savings deposits. |
| (2) | Report overnight Federal Home Loan Bank advances in Schedule RC, item 16 “other borrowed money.” |
| (3) | Includes all securities repurchased agreements in domestic and foreign offices, regardless of maturity. |
| (4) | Includes limited-life preferred stock and related surplus. |
| (5) | Includes net unrealized holding gains (losses) on available for sale securities, accumulated net gains (losses) on cash flow hedges, |
| (6) | Includes treasury stock and unearned Employee Stock Ownership plan shares. |