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)
WACHOVIA BANK, NATIONAL ASSOCIATION
(Exact Name of Trustee as Specified in its Charter)
22-1147033
(I.R.S. Employer Identification No.)
301 S. COLLEGE STREET, CHARLOTTE, NORTH CAROLINA
(Address of Principal Executive Offices)
28288-0630
(Zip Code)
WACHOVIA BANK, NATIONAL ASSOCIATION
2525 WEST END AVENUE, SUITE 1200
NASHVILLE, TENNESSEE 37203
ATTENTION: CORPORATE TRUST ADMINISTRATION
(615) 341-3926
(Name, address and telephone number of Agent for Service)
HEALTHCARE REALTY TRUST INCORPORATED
(Exact Name of Obligor as Specified in its Charter)
MARYLAND
(State or other jurisdiction of Incorporation or Organization)
62-1507028
(I.R.S. Employer Identification No.)
3310 WEST END AVENUE, SUITE 700
NASHVILLE, TENNESSEE
(Address of Principal Executive Offices)
37203
(Zip Code)
5.125% Senior Notes due 2014
(Title of Indenture Securities)
1. GENERAL INFORMATION.
FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISORY AUTHORITY TO
WHICH IT IS SUBJECT:
Comptroller of the Currency
United States Department of the Treasury
Washington, D.C. 20219
Federal Reserve Bank
Richmond, Virginia 23219
Federal Deposit Insurance Corporation
Washington, D.C. 20429
B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF 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:
Not applicable - see answer to Item 13.
4. TRUSTEESHIPS UNDER OTHER INDENTURES.
IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY OTHER
SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, FURNISH THE FOLLOWING INFORMATION:
Not applicable - see answer to Item 13.
5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
UNDERWRITERS.
IF THE TRUSTEE OR ANY OF THE DIRECTORS OR EXECUTIVE OFFICERS OF THE TRUSTEE IS A
DIRECTOR, OFFICER, PARTNER, EMPLOYEE, APPOINTEE, OR REPRESENTATIVE OF THE
OBLIGOR OR OF ANY UNDERWRITER FOR THE OBLIGOR, IDENTIFY EACH SUCH PERSON HAVING
ANY SUCH CONNECTION AND STATE THE NATURE OF EACH SUCH CONNECTION.
Not applicable - see answer to Item 13.
6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE TRUSTEE
OWNED BENEFICIALLY BY THE OBLIGOR AND EACH DIRECTOR, PARTNER, AND EXECUTIVE
OFFICER OF THE OBLIGOR:
Not applicable - see answer to Item 13.
7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR OFFICIALS.
FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE TRUSTEE
OWNED BENEFICIALLY BY EACH UNDERWRITER FOR THE OBLIGOR AND EACH DIRECTOR,
PARTNER, AND EXECUTIVE OFFICER OF EACH SUCH UNDERWRITER:
Not applicable - see answer to Item 13.
8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.
FURNISH THE FOLLOWING INFORMATION AS TO SECURITIES OF THE OBLIGOR OWNED
BENEFICIALLY OR HELD AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT BY THE
TRUSTEE:
Not applicable - see answer to Item 13.
9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR OBLIGATIONS
IN DEFAULT ANY SECURITIES OF AN UNDERWRITER FOR THE OBLIGOR, FURNISH THE
FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH UNDERWRITER ANY OF
WHICH ARE SO OWNED OR HELD BY THE TRUSTEE:
Not applicable - see answer to Item 13.
10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR OBLIGATIONS
IN DEFAULT VOTING SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF THE TRUSTEE
(1) OWNS 10 PERCENT OR MORE OF THE VOTING STOCK OF THE OBLIGOR OR (2) IS AN
AFFILIATE, OTHER THAN A SUBSIDIARY, OF THE OBLIGOR, FURNISH THE FOLLOWING
INFORMATION AS TO THE VOTING SECURITIES OF SUCH PERSON:
Not applicable - see answer to Item 13.
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.
IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR OBLIGATIONS
IN DEFAULT ANY SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF THE TRUSTEE, OWNS
50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR, FURNISH THE
FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH PERSON ANY OF WHICH
ARE SO OWNED OR HELD BY THE TRUSTEE:
Not applicable - see answer to Item 13.
12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.
EXCEPT AS NOTED IN THE INSTRUCTIONS, IF THE OBLIGOR IS INDEBTED TO THE TRUSTEE,
FURNISH THE FOLLOWING INFORMATION:
Not applicable - see answer to Item 13.
13. DEFAULTS BY THE OBLIGOR.
A) STATE WHETHER THERE IS OR HAS BEEN A DEFAULT WITH RESPECT TO
THE SECURITIES UNDER THIS INDENTURE. EXPLAIN THE NATURE OF ANY
SUCH DEFAULT.
No default.
B) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER
WHICH ANY OTHER SECURITIES, OR CERTIFICATES OF INTEREST OR
PARTICIPATION IN ANY OTHER SECURITIES, OF THE OBLIGOR ARE
OUTSTANDING, OR IS TRUSTEE FOR MORE THAN ONE OUTSTANDING
SERIES OF SECURITIES UNDER THE INDENTURE, STATE WHETHER THERE
HAS BEEN A DEFAULT UNDER ANY SUCH INDENTURE OR SERIES,
IDENTIFY THE INDENTURE OR SERIES AFFECTED, AND EXPLAIN THE
NATURE OF ANY SUCH DEFAULT.
No defaults.
14. AFFILIATIONS WITH THE UNDERWRITERS.
IF ANY UNDERWRITER IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
The trustee and the underwriter are both wholly-owned
subsidiaries of Wachovia Corporation.
15. FOREIGN TRUSTEE.
IDENTIFY THE ORDER OR RULE PURSUANT TO WHICH THE TRUSTEE IS AUTHORIZED TO ACT AS
SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE QUALIFIED UNDER THE ACT.
Not applicable - trustee is a national banking association
organized under the laws of the United States.
16. LIST OF EXHIBITS.
LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF ELIGIBILITY.
_ 1. Copy of Articles of Association of the trustee as now in effect.*
_ 2. Copy of the Certificate of the Comptroller of the Currency dated
March 27, 2002, evidencing the authority of the trustee to transact business.*
_ 3. Copy of the Certification of Fiduciary Powers of the trustee by
the Office of the Comptroller of the Currency dated March 27, 2002.*
_ 4. Copy of existing by-laws of the trustee.**
_ 5. Copy of each indenture referred to in Item 4, if the obligor is in
default.
Not Applicable.
X 6. Consent of the trustee required by Section 321(b) of the Act.
X 7. Copy of report of condition of the trustee at the close of
business on March 31, 2003, published pursuant to the requirements of its
supervising authority.
_ 8. Copy of any order pursuant to which the foreign trustee is
authorized to act as sole trustee under indentures qualified or to be qualified
under the Act.
Not Applicable
_ 9. Consent to service of process required of foreign trustees
pursuant to Rule 10a-4 under the Act.
Not Applicable
- ------------------------
*Previously filed with the Securities and Exchange Commission on April 11,
2002 as an Exhibit to Form T-1 (in connection with Registration Statement File
No. 333-86036) and is incorporated by reference herein.
**Previously filed with the Securities and Exchange Commission on May 13,
2003 as an Exhibit to Form T-1 (in connection with Registration Statement File
No. 333-105207) and is incorporated by reference herein.
NOTE
The trustee disclaims responsibility for the accuracy or completeness
of information contained in this Statement of Eligibility and Qualification not
known to the trustee and not obtainable by it through reasonable investigation
and as to which information it has obtained from the obligor and has had to rely
or will obtain from the principal underwriters and will have to rely.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, Wachovia Bank, 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 and Qualification to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of
Nashville and the State of Tennessee, on the 29th day of March, 2004.
Wachovia Bank, National Association
By: /s/ Greta Wright
--------------------------------
Greta Wright
Vice President
EXHIBIT T-6
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939, and in connection with the proposed issue of Healthcare Realty
Trust 5.125% Senior Notes due 2014, Wachovia Bank, National Association, hereby
consents that reports of examinations by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon request therefor.
WACHOVIA BANK, NATIONAL ASSOCIATION
By: /s/ Greta Wright
------------------------------
Greta Wright
Vice President
Nashville, Tennessee
March 29, 2004
EXHIBIT T-7
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of Wachovia Bank, N.A., at the
close of business on December 31, 2003, published in response to call made by
Comptroller of the Currency, under title 12, United States Code, Section 161.
Charter Number 1 Comptroller of the Currency.
Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for December 31, 2003
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
<Table>
<Caption>
Dollar Amounts in Thousands RCFD Bil Mil THOU
- --------------------------------------------------------------------------------------------------------------------------------
ASSETS
1. Cash and balances due from depository institutions
(from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin(1).................................... 0081 12,097,000 1.a.
b. Interest-bearing balances(2)............................................................. 0071 700,000 1.b.
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B,
column A................................................................................. 1754 0 2.a.
b. Available-for-sale securities (from Schedule RC-B,
column D)............................................................................... 1773 97,451,000 2.b.
3. Federal funds sold and securities purchased under
agreements to resell:......................................................................
a. Federal funds sold in domestic offices............................................. RCON B987 464,000 3.a.
b. Securities purchased under agreements to resell(3)................................. RCFD B989 4,667,000 3.b.
4. Loans and lease financing receivables (from
Schedule RC-C): RCFD
a. Loans and leases held for sale............................................................. 5369 13,152,000 4.a.
b. Loans and leases, net of unearned income................................................... B528 162,748,000 4.b.
c. LESS: Allowance for loan and lease losses.................................................. 3123 2,434,000 4.c.
d. Loans and leases, net of unearned income and allowance
(item 4.b minus 4.c)...................................................................... B529 160,350,000 4.d.
5. Trading assets (from Schedule RC-D)........................................................... 3545 24,824,000 5.
6. Premises and fixed assets (including capitalized leases)...................................... 2145 3,748,000 6.
7. Other real estate owned (from Schedule RC-M).................................................. 2150 142,000 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M)............................................................... 2130 866,000 8.
9. Customers' liability to this bank on acceptances
outstanding.................................................................................. 2155 854,000 9.
10. Intangible assets:
a. Goodwill................................................................................... 3163 9,538,000 10.a.
b. Other intangible assets (from Schedule RC-M)............................................... 0426 1,537,000 10.b.
11. Other assets (from Schedule RC-F)............................................................. 2160 23,151,000 11.
12. Total assets (sum of items 1 through 11)...................................................... 2170 353,541,000 12.
</Table>
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(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.
FFIEC 031
Page RC-2
Schedule RC - Continued 13
<Table>
<Caption>
Dollar Amounts in Thousands Bil Mil THOU
- --------------------------------------------------------------------------------------------------------------------------------
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A RCON
and C from Schedule RC-E, part I).......................................................... 2200 211,576,000 13.a.
(1) Noninterest-bearing(1).......................................................... RCON 6631 14,797,000 13.a.(1)
(2) Interest-bearing................................................................ RCON 6636 196,779,000 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, RCFN
and IBFs (from Schedule RC-E, part II)..................................................... 2200 14,252,000 13.b.
(1) Noninterest-bearing............................................................. RCFN 6631 49,000 13.b.(1)
(2) Interest-bearing................................................................ RCFN 6636 14,203,000 13.b.(2)
14. Federal funds purchased and securities sold under
agreements to repurchase
a. Federal funds purchased in domestic offices(2)...................................... RCON B993 4,363,000 14.a.
b. Securities sold under agreements to repurchase(3)................................... RCFD B995 24,808,000 14.b.
15. Trading liabilities (from Schedule RC-D)............................................... RCFD 3548 15,073,000 15.
16. Other borrowed money (includes mortgage indebtedness and RCFD
obligations under capitalized leases)(from Schedule RC-M)..................................... 3190 29,254,000 16.
17. Not applicable
18. Bank's liability on acceptances executed and outstanding...................................... 2920 876,000 18.
19. Subordinated notes and debentures(4).......................................................... 3200 8,549,000 19.
20. Other liabilities (from Schedule RC-G)........................................................ 2930 12,100,000 20.
21. Total liabilities (sum of items 13 through 20)................................................ 2948 320,851,000 21.
22. Minority interest in consolidated subsidiaries................................................ 3000 2,301,000 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus................................................. 3838 0 23.
24. Common stock.................................................................................. 3230 455,000 24.
25. Surplus (exclude all surplus related to preferred stock)...................................... 3839 24,216,000 25.
26. a. Retained earnings.......................................................................... 3632 4,415,000 26.a.
b. Accumulated other comprehensive income(5).................................................. B530 1,303,000 25.b.
27. Other equity capital components(6)............................................................ A130 0 27.
28. Total equity capital (sum of items 23 though 27).............................................. 3210 30,389,000 28.
29. Total liabilities, minority interest, and equity capital
(sum of items 21, 22 and 28).................................................................. 3300 353,541,000 29.
Memorandum
To be reported 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 RCFD Number
external auditors as of any date during 2002........................................................... 6724 N/A M.1.
1 = Independent audit of the bank conducted in accordance 4 = Director's examination of the bank conducted in
with generally accepted auditing standards by a accordance with generally accepted auditing
certified public accounting firm which submits a standards by a certified public accounting firm
report on the bank (may be required by state chartering authority)
2 = Independent audit of the bank's parent holding 5 = Director's examination of the bank performed by other
company conducted in accordance with generally external auditors (may be required by state chartering
accepted auditing standards by a certified public authority)
accounting firm which submits a report on the
consolidated holding company (but not on the bank 6 = Review of the bank's financial statements by external
separately) auditors
3 = Attestation on bank management's assertion on the 7 = Compilation of the bank's financial statements by
effectiveness of the bank's internal control over external auditors
financial reporting by a certified public accounting
firm 8 = Other audit procedures (excluding tax preparation work)
9 = No external audit work
</Table>
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(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 repurchase 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).
(6) Includes treasury stock and unearned Employee Stock Ownership Plan
shares.