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_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM T-l
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)_________
___________________________
CHASE TRUST COMPANY OF CALIFORNIA
(Exact name of trustee as specified in its charter)
CALIFORNIA 94-2926573
(Jurisdiction of incorporation or (I.R.S. employer
organization if not a U. S. national bank) identification No.)
101 California Street, Suite 2725
San Francisco, California 94111
(Address of principal executive offices) (Zip Code)
Francis J. Farrell
Vice President & Manager
101 California Street, Suite 2725
San Francisco, CA 94111
Tel: (415)954-9525
(name, address and telephone number of agent for service)
___________________________
BRE PROPERTIES, INC.
(Exact name of obligor as specified in its charter)
MARYLAND 94-1722214
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Montgomery Street
Telesis Tower, Suite 2500
San Francisco, California 94104-5525
(Address of principal executive offices) (Zip Code)
Senior Unsecured Notes
(Title of the indenture securities)
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GENERAL
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.
Superintendent of Banks of the State of California,
235 Montgomery Street, San Francisco, California 94104-2980.
Board of Governors of the Federal Reserve System,
Washington, D.C. 20551
(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.
None.
ITEM 16. LIST OF EXHIBITS
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Incorporation of the Trustee as now in
effect, including the Restated Articles of Incorporation dated December 23, 1986
and the Certificate of Amendment dated March 26, 1992 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 33-55136, which is
incorporated by reference) and a copy of the Certificate of Amendment dated
March 26, 1997 attached hereto as Exhibit 1.
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (See Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-55136, which is incorporated by reference).
3. Authorization to exercise corporate trust powers (Contained in Exhibit
2).
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 33-55136, which is
incorporated by reference).
5. Not applicable.
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.
33-55136, which is incorporated by reference).
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.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, Chase Trust Company of California, a corporation organized and existing
under the laws of the State of California, has duly caused this statement of
eligibility 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 9th
day of June, 1997.
CHASE TRUST COMPANY OF CALIFORNIA
By /s/ Cecil D. Bobey
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Cecil D. Bobey
Assistant Vice President
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EXHIBIT 7. Report of Condition of the Trustee.
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TRUST COMPANY
CONSOLIDATED REPORT OF CONDITION OF Chemical Trust Company of California
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(Legal Title)
LOCATED AT San Francisco San Francisco CA 94111
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(City) (County) (State) (Zip)
AS OF CLOSE OF BUSINESS ON March 31, 1997 BANK NO. 1476
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ASSETS DOLLAR AMOUNT IN THOUSANDS
1. Cash and due from banks 11,768
2. U.S. Treasury securities 10,025
3. Obligations of other U.S. Government agencies and corporations
4. Obligations of States and political subdivisions
5. Other securities (including $ corporate stock
(a) Loans
(b) Less: Reserve for possible loan losses
(c) Loans (Net)
7. Bank Premises, furniture and fixtures and other assets
representing bank premises (including $ -0- capital leases) 120
8. Real estate owned other than bank premises
9. Investments in subsidiaries not consolidated
10. Other assets (complete schedule on reverse)
(including $ intangibles) 851
11. TOTAL ASSETS 22,764
LIABILITIES
12. Liabilities For borrowed money
13. Mortgage indebtedness (including $ ________ capital leases)
14. Other liabilities (complete on schedule on reverse) 2,941
15. TOTAL LIABILITIES 2,941
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16. Capital notes and debentures
SHAREHOLDERS EQUITY
17. Preferred stock--
(Number shares outstanding ________) Amount $
18. Common stock-- 10
(Number shares authorized 100) Amount $ 100
(Number shares outstanding 100) Amount $ 100
19. Surplus Amount $ 9,990
20. TOTAL CONTRIBUTED CAPITAL 10,000
21. Retained earnings and other capital reserves 9,823
22. TOTAL SHAREHOLDERS EQUITY 19,823
23. TOTAL LIABILITIES AND CAPITAL ACCOUNTS 22,764
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MEMORANDA
1. Assets deposited with State Treasurer to qualify
for exercise of fiduciary powers (market value) 630
The undersigned, Francis J. Farrell, VP & Manager and
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(Name and Title)
C. Scott Boone, Senior Vice President
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(Name and Title)
of the above named trust company, each declares, for himself alone and not for
the other: I have a personal knowledge of the matters contained in this report
(including the reverse side hereof), and I believe that each statement in said
report is true. Each of the undersigned, for himself alone and not for the
other, certifies under penalty of perjury that the foregoing is true and
correct.
Executed on 4/22/97 , at San Francisco , California
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(Date) (City)
/s/ Francis J. Farrell /s/ C. Scott Boone
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(Signature) (Signature)
SCHEDULE OF OTHER ASSETS
Accounts Receivable $326
Deferred Taxes 396
Other 129
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Total (same as Item 10) $851
SCHEDULE OF OTHER LIABILITIES
Accrued Income Taxes $1,738
Accrued Expenses & A/P 47
Accrued Pension & Benefits 771
Accrued Incentive Expense 23
All Other Liabilities 362
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Total (same as Item 14) $2,941
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