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EXHIBIT 25.2
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM T-1
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STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED,
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305 (b) (2) X
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FIRST UNION NATIONAL BANK
(Exact name of Trustee as specified in its charter)
000 XXXXXXXXX XXXXXX, X.X.
XXXXXXX, XXXXXXX 00000 00-0000000
(Address of principal executive office) (Zip Code) (I.R.S. Employer Identification No.)
Xxxxx X. Xxxx
First Union National Bank
0000 Xxxxx Xxxxx Xxxxx
000 Xxxxxxxxx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx 00000
(000) 000-0000
(Name, Address and Telephone Number of Agent for Service)
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JDN REALTY CORPORATION
(Exact name of obligor as specified in its charter)
MARYLAND
(State or other jurisdiction of incorporation or organization)
00-0000000
(IRS employer identification no.)
0000 XXXXXXXX XXXX, XX
XXXXX 0000
XXXXXXX, XXXXXXX 00000
(000) 000-0000
(Name, address, including zip code, and telephone number, including area
code, of principal executive offices)
J. XXXXXX XXXXXXX
JDN REALTY CORPORATION
0000 XXXXXXXX XXXX, XX
XXXXX 0000
XXXXXXX, XXXXXXX 00000
(000) 000-0000
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$85,000,000 NOTES DUE 2007
(Title of the indenture securites)
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1. General information.
(a) The following are the names and addresses of each examining or
supervising authority to which the Trustee is subject:
The Comptroller of the Currency, Washington, D.C.
Federal Reserve Bank of Atlanta, Georgia.
Federal Deposit Insurance Corporation, Washington, D.C.
Securities and Exchange Commission, Division of Market
Regulation, Washington, D.C.
(b) The Trustee is authorized to exercise corporate trust powers.
2. Affiliations with obligor.
The obligor is not an affiliate of the Trustee.
(See Note 2 on Page 5)
3. Voting Securities of the Trustee.
The following information is furnished as to each class of
voting securities of the Trustee:
As of May 31, 1997
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Column A Column B
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Title of Class Amount Outstanding
Common 280,571,082 shares
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Common Stock, par value $3.33 1/3 a share
4. Trusteeships under other indentures. None.
5. Interlocking directorates and similar relationships with the obligor or
underwriters.
Neither the Trustee nor 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.
(See Note 2 on Page 5)
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6. Voting securities of the Trustee owned by the obligor or its officials.
Voting securities of the Trustee owned by the obligor and its
directors, partners and executive officers, taken as a group, do not
exceed one percent of the outstanding voting securities of the Trustee.
(See Notes 1 and 2 on Page 5)
7. Voting securities of the Trustee owned by underwriters or their
officials.
Voting securities of the Trustee owned by any underwriter and
its directors, partners, and executive officers, taken as a group, do
not exceed one percent of the outstanding voting securities of the
Trustee.
(See Notes 1 and 2 on Page 5)
8. Securities of the obligor owned or held by the Trustee.
The amount of securities of the obligor which the Trustee owns
beneficially or holds as collateral security for obligations in default
does not exceed one percent of the outstanding securities of the
obligor.
(See Note 2 on Page 5)
9. Securities of underwriters owned or held by the Trustee.
The Trustee does not own beneficially or hold as collateral
security for obligations in default any securities of an underwriter
for the obligor.
(See Note 2 on Page 5)
10. Ownership or holdings by the Trustee of voting securities of certain
affiliates or security holders of the obligor.
The Trustee does not own beneficially or hold as collateral
security for obligations in default voting securities of a person, who,
to the knowledge of the Trustee (1) holds 10% or more of the voting
securities of the obligor or (2) is an affiliate, other than a
subsidiary, of the obligor.
(See Note 2 on Page 5)
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.
The Trustee does not own beneficially or hold as collateral
security for obligations in default any securities of a person who, to
the knowledge of Trustee, owns 50 percent or more of the voting
securities of the obligor.
(See Note 2 on Page 5)
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12. Indebtedness of the obligor to the Trustee.
Not applicable.
13. Defaults by the obligor.
Not applicable.
14. Affiliations with the underwriters.
No underwriter is an affiliate of the Trustee.
15. Foreign trustee.
Not applicable.
16. List of Exhibits.
(1) Articles of Association of the Trustee as now in effect. (See
Exhibit 1 of the Form T-1 filed in connection with Registration
Statement No. 333-31863, which is incorporated herein by reference)
(2) Certificate of Authority of the Trustee to commence business.
(See Exhibit 2 of the Form T-1 filed in connection with
Registration Statement No. 333-31863, which is incorporated herein
by reference)
(3) Authorization of the Trustee to exercise corporate trust powers.
Incorporated in Exhibit (4).
(4) By-Laws of the Trustee, as amended, to date. (See Exhibit 4 of the
Form T-1 filed in connection with Registration Statement No.
333-31863, which is incorporated herein by reference)
(5) Not applicable.
(6) Consent by the Trustee required by Section 321(b) of the Trust
Indenture Act of 1939. Included on Page 6 of this Form T-1
Statement.
(7) Most recent report of condition of the Trustee. (See Exhibit 7 of
the Form T-1 filed in connection with Registration Statement No.
333-31863, which is incorporated herein by reference)
(8) Not applicable.
(9) Not applicable.
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NOTES
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1. Since the Trustee is a member of First Union Corporation, a bank
holding company, all of the voting securities of the Trustee are held by First
Union Corporation. The securities of First Union National Bank are described in
Item 3.
2. Inasmuch as this Form T-1 is filed prior to the ascertainment by
the Trustee of all facts on which to base responsive answers to Items 2, 5, 6,
7, 8, 9, 10 and 11, the answers to said Items are based on incomplete
information. Items 2, 5, 6, 7, 8, 9, 10 and 11 may, however be considered as
correct unless amended by an amendment to this Form T-1.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, FIRST UNION NATIONAL BANK, a national 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
Atlanta, and State of Georgia on the 30th day of July 1997.
FIRST UNION NATIONAL BANK
(Trustee)
BY: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx, Vice President
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EXHIBIT T-1 (6)
CONSENT OF TRUSTEE
Under section 321(b) of the Trust Indenture Act of 1939 and in
connection with the proposed issuance of Notes of JDN Realty Corporation, First
Union National Bank, as the Trustee herein named, hereby consents that reports
of examinations of said Trustee by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon requests therefor.
FIRST UNION NATIONAL BANK
BY: /s/ R. Xxxxxxx Xxxxxx
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R. Xxxxxxx Xxxxxx, Vice President
Dated: July 30, 1997
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