Exhibit 25(b)
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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 FOR 1939, AS AMENDED
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
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FIRST UNION NATIONAL BANK OF NORTH CAROLINA
(Exact name of Trustee as specified in its charter)
000 XXXXX XXXXX XXXXXX, 0XX XXXXX
XXXXXXXXX, XXXXX XXXXXXXX 00000-0000 00-0000000
(Address of principal executive office) (Zip Code) (I.R.S. Employer
Identification No.)
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Federal Realty Investment Trust
(Exact name of obligor as specified in its charter)
District of Columbia 00-0000000
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
(Address of principal executive offices) (Zip Code)
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SUBORDINATED DEBT SECURITIES
(Title of the indenture securities)
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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 Richmond, Virginia.
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 September 30, 1995
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Column A Column B
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Title of Class Amount Outstanding
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Common Stock, par value $3.33-1/3 a share 167,795,141 shares
4. Trusteeships under other indentures.
The Trustee is not 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.
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)
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, 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)
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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 Note 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 obligation 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) owns 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 of holders 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)
12. Indebtedness of the obligor to the Trustee.
The obligor is not indebted to the Trustee.
13. Defaults by the obligor.
Not applicable.
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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. Incorporated
to Exhibit (1) filed with Form T-1 Statement included in Registration
Statement No. 33-45946.
(2) Certificate of Authority of the Trustee to commence business.
Incorporated by reference to Exhibit (2) filed with Form T-1 Statement
included in Registration Statement No. 33-45946.
(3) Authorization of the Trustee to exercise corporate trust powers, if
such authorization is not contained in the documents specified in
exhibits (1) and (2) above.
(4) By-Laws of the Trustee. Incorporated by reference to Exhibit (4)
filed with Form T-1 Statement included in Registration Statement No.
33-45946.
(5) Inapplicable.
(6) Consent by the Trustee required by Section 321(b) of the Trust
Indenture Act of 1939. Included at Page 6 of this Form T-1 Statement.
(7) Report of condition of Trustee.
(8) Inapplicable.
(9) Inapplicable.
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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 Corporation 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 OF NORTH CAROLINA, 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 Charlotte, and State of North Carolina on the 19th day of October, 1995.
FIRST UNION NATIONAL BANK OF NORTH CAROLINA
(Trustee)
By: /s/ Pablo de la Canal
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Pablo de la Canal
EXHIBIT T-1 (6)
CONSENTS OF TRUSTEE
Under section 321(b) of the Trust Indenture Act of 1939 and in connection
with the proposed issuance by Federal Realty Investment Trust of its
Subordinated Debt Securities, First Union National Bank of North Carolina, 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 OF NORTH CAROLINA
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, Vice President
Dated: October 18, 1995
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