UNITED STATES
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) X
FLEET NATIONAL BANK
(Exact name of trustee as specified in its charter)
U.S. NATIONAL BANK
(Jurisdiction of incorporation or organization
if not a U.S. national bank)
06-0850628
(I.R.S. employer identification no.)
One Monarch Place, Springfield, Massachusetts 01102
(Address of trustee's principal executive offices) (Zip Code)
Not Applicable
(Name, address and telephone number of agent for service)
Health & Retirement Properties Trust
(Exact name of obligor as specified in its charter)
Maryland 04-6558834
(State or other jurisdiction) (I.R.S. employer
of incorporation or organization) identification no.)
400 Centre Street
Newton, Massachusetts 02158
(Address of principal executive offices) (Zip code)
CONVERTIBLE SUBORDINATED DEBENTURES DUE 2003
(Title of the indenture securities)
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
Fleet National Bank, a national banking association incorporated and existing
under the laws of the United States, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized all in the City of Boston, and Commonwealth of Massachusetts on the
19th day of September, 1996.
FLEET NATIONAL BANK
By: /s/ Robert L. Bice, II
Name: Robert L. Bice, II
Title: Vice President
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NOTES
1. Inasmuch of this Form T-1 is filed prior to the ascertainment by the
trustee of all facts on which to base responsive answers to Item 2, the answers
to said Item are based on incomplete information.
2. Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
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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.
Federal Deposit Insurance Corporation,
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.
Items 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and have have been omitted
pursuant to General Instruction B.
Item 16. List of Exhibits.
List below all exhibits filed as part of this statement of eligibility
and qualification.
1.* A copy of the articles of association of the trustee as
now in effect. (See Exhibit 25B to Registration Statement
No. 22-22241).
2.* A copy of the certificate of authority to the trustee to
commence business. (See Exhibit 25B to Registration Statement
No. 22-22241).
3.* A copy of the authorization of the trustee to exercise
corporate trust powers. (See Exhibit 25B to Registration
Statement No. 22-22241).
4.* A copy of the bylaws of the trustee as now in effect.
(See Exhibit 25B to Registration Statement No. 22-22241).
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5. Not applicable.
6. Consent of the trustee required by Section 321 (b) of the
Trust Indenture Act of 1939.
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. (See Exhibit 25B to
Registration Statement No. 22-22241).
* The Exhibits thus designated are incorporated herein by reference.
Following the description of such Exhibits is a reference to the copy
of the Exhibit heretofore filed with the Securities and Exchange
Commission, to which there have been no amendments or changes.
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EXHIBIT 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321 (b) of the Trust Indenture
Act of 1939 in connection with the UNSECURED DEBT SECURITIES of Health &
Retirement Properties Trust, Fleet National Bank, hereby consents that reports
of examinations of federal, state, territorial or district authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
FLEET NATIONAL BANK
By: /s/ Robert L. Bice, II
Name: Robert L. Bice, II
Title: Vice President
Dated: September 19, 1996
