Exhibit 25
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) ________
________________________________________
J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
95-4655078
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
101 California Street, Floor 38
San Francisco, California 94111
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
____________________________________________
Sizeler Property Investors, Inc.
(Exact name of obligor as specified in its charter)
Maryland 72-1082589
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
2542 Williams Boulevard
Kenner, Louisiana 70062
(Address of principal executive offices) (Zip Code)
9.0% Convertible Subordinated Debentures due July 15, 2009, Series 5/8/02
(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, Washington, D.C.
Board of Governors of the Federal Reserve System, 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 part of this statement of eligibility.
Exhibit 1. Articles of Association of the Trustee as Now in Effect (see
Exhibit 1 to Form T-1 filed in connection with Form 8K of the
Southern California Water Company filing, dated December 7,
2001, which is incorporated by reference).
Exhibit 2. Certificate of Authority of the Trustee to Commence Business
(see Exhibit 2 to Form T-1 filed in connection with
Registration Statement No. 333-41329, which is incorporated by
reference).
Exhibit 3. Authorization of the Trustee to Exercise Corporate Trust Powers
(contained in Exhibit 2).
Exhibit 4. Existing By-Laws of the Trustee (see Exhibit 4 to Form T-1
filed in connection with Form 8K of the Southern California
Water Company filing, dated December 7, 2001, which is
incorporated by reference).
Exhibit 5. Not Applicable
Exhibit 6. The consent of the Trustee required by Section 321 (b) of the
Act (see Exhibit 6 to Form T-1 filed in connection with
Registration Statement No. 333-41329, which is incorporated by
reference).
Exhibit 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 8. Not Applicable
Exhibit 9. Not Applicable
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, J. P. Morgan Trust Company, National Association, 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 San Francisco, and
State of California, on the 2nd day of May, 2002.
J. P. Morgan Trust Company, National Association
By /s/ :Robert R. Schmidt
-------------------------------------
Robert R. Schmidt
Vice President
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Exhibit 7. Report of Condition of the Trustee.
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Consolidated Report of Condition of J.P. Morgan Trust Company, N.A., (formerly
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Chase Manhattan Bank and Trust Company, N.A.)
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(Legal Title)
Located at 1800 Century Park East, Ste. 400 Los Angeles, CA 90067
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(Street) (City) (State) (Zip)
as of close of business on December 31, 2001
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J.P. MORGAN TRUST COMPANY, N.A.
CONSOLIDATED STATEMENT OF CONDITION
(in thousands of US$)
DECEMBER 31,
ASSETS 2001 2000
--------------
CASH AND DUE FROM BANKS DEMAND
Currency and Coin 1,038 1,193
Cash Items in Process of Collection 239 3,098
Demand Deposits with Other Banks 18,063 27,621
Reserve with Federal Reserve Bank 354 165
-----------------
19,694 32,077
INTEREST BEARING DEPOSITS WITH BANKS 1,009 4,775
FEDERAL FUNDS SOLD 237,950 99,020
INVESTMENT SECURITIES AVAILABLE-FOR-SALE
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U.S. Treasury 6,928 7,472
Mortgage-Backed Securities 0 41,626
Investment in Vista Money Market Fund 30 27
Investment in Goldman-Sachs US Treasury Fund 11 43
Federal Reserve Stock 6,454 6,265
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13,423 55,433
LOANS
Mortgages 1,580 1,755
Consumer (Deposit Overdrafts) 1,707 15,532
3,287 17,287
ALLOWANCE FOR POSSIBLE LOAN LOSS (184) (294)
OTHER ASSETS
Fixed Assets 6,916 8,266
Accrued Interest Receivable 72 2,471
Accrued Fiduciary Fees Receivable 11,808 11,536
Intangible Assets 164,520 189,324
Other 5,676 8,118
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188,992 219,715
TOTAL ASSETS 464,171 428,013
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LIABILITIES AND SHAREHOLDER'S EQUITY
DEPOSIT LIABILITIES
TRANSACTION ACCOUNTS
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Demand Deposit Accounts 20,804 24,331
NOW and IOTA Accounts 84,497 16,827
105,301 41,158
SAVINGS AND TIME DEPOSITS
Money Market Accounts 11,379 13,652
Savings and Escrow Accounts 4,607 9,296
Non-negotiable Certificates of Deposit 3,411 28,429
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9,397 51,377
OTHER LIABILITIES 44,561 52,531
SHAREHOLDER'S EQUITY
Common Stock 600 600
Capital Surplus 277,264 268,311
Retained Earnings 17,011 14,448
Net Unrealized Gain/(Loss) on Securities
Available-for-Sale (Net of Taxes) 37 (412)
-----------------
294,912 282,947
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY 464,171 428,013
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