<PAGE>
33-94782
333-22211
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
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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
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THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)
A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
THE FIRST NATIONAL BANK OF CHICAGO
ONE FIRST NATIONAL PLAZA, SUITE 0286
CHICAGO, ILLINOIS 60670-0286
ATTN: LYNN A. GOLDSTEIN, LAW DEPARTMENT (312) 732-6919
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
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LIBERTY PROPERTY LIMITED PARTNERSHIP
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
PENNSYLVANIA 23-2766549
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
65 VALLEY STREAM PARKWAY
MALVERN, PENNSYLVANIA 19355
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
DEBT SECURITIES
(TITLE OF INDENTURE SECURITIES)
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ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
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INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR
SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.
Comptroller of Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.
(b) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.
The trustee is authorized to exercise corporate
trust powers.
ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
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IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.
No such affiliation exists with the trustee.
ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
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PART OF THIS STATEMENT OF ELIGIBILITY.
1. A copy of the articles of association of the
trustee now in effect.*
2. A copy of the certificates of authority of the
trustee to commence business.*
3. A copy of the authorization of the trustee to
exercise corporate trust powers.*
4. A copy of the existing by-laws of the trustee.*
5. Not Applicable.
6. The consent of the trustee required by
Section 321(b) of the Act.
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.
2
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8. Not Applicable.
9. Not Applicable.
Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national banking
association organized and existing under the laws of the United States of
America, has duly caused this Statement of Eligibility to be signed on its
behalf by the undersigned, thereunto duly authorized, all in the City of Chicago
and the State of Illinois, on this 13th day of August, 1997.
THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE
By /s/ John R. Prendiville
John R. Prendiville
Vice President
* EXHIBIT 1, 2, 3 AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS BEARING
IDENTICAL NUMBERS IN ITEM 16 OF THE FORM T-1 OF THE FIRST NATIONAL BANK OF
CHICAGO, FILED AS EXHIBIT 25.1 TO THE REGISTRATION STATEMENT ON FORM S-3 OF
SUNAMERICA, INC., FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER
25, 1996 (REGISTRATION NO. 333-14201).
3
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EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
August 13, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of an indenture between Liberty
Property Limited Partnership and The First National Bank of Chicago, the
undersigned, in accordance with Section 321(b) of the Trust Indenture Act of
1939, as amended, hereby consents that the reports of examinations of the
undersigned, made by Federal or State authorities authorized to make such
examinations, may be furnished by such authorities to the Securities and
Exchange Commission upon its request therefor.
Very truly yours,
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ John R. Prendiville
John R. Prendiville
Vice President
4
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EXHIBIT 7
<TABLE>
<S> <C> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 03/31/97 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0303 Page RC-1
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
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</TABLE>
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR MARCH 31, 1997
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>
C400
DOLLAR AMOUNTS IN ------------
THOUSANDS RCFD BIL MIL THOU
--------- ---- ------------
ASSETS
<S> <C> <C> <C> <C>
1. Cash and balances due from depository
institutions (from Schedule RC-A):
a. Noninterest-bearing balances and
currency and coin(1)......................... 0081 3,871,170 1.a.
b. Interest-bearing balances(2)................. 0071 6,498,314 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 3,901,208 2.b.
3. Federal funds sold and securities
purchased under agreements to resell............ 1350 4,612,975 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned
income (from Schedule RC-C).................. RCFD 2122 23,345,201 4.a.
b. LESS: Allowance for loan and lease losses.... RCFD 3123 420,963 4.b.
c. LESS: Allocated transfer risk reserve........ RCFD 3128 0 4.c.
d. Loans and leases, net of unearned
income, allowance, and reserve (item 4.a
minus 4.b and 4.c)........................... 2125 22,924,238 4.d.
5. Trading assets (from Schedule RD-D)............. 3545 8,792,158 5.
6. Premises and fixed assets (including
capitalized leases)............................. 2145 706,928 6.
7. Other real estate owned (from Schedule RC-M).... 2150 6,563 7.
8. Investments in unconsolidated subsidiaries
and associated companies (from Schedule RC-M)... 2130 61,551 8.
9. Customers' liability to this bank on
acceptances outstanding......................... 2155 488,866 9.
10. Intangible assets (from Schedule RC-M).......... 2143 291,569 10.
11. Other assets (from Schedule RC-F)............... 2160 1,775,283 11.
12. Total assets (sum of items 1 through 11)........ 2170 53,930,823 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.
5
<PAGE>
<TABLE>
<S> <C> <C> <C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 03/31/97 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0303 Page RC-2
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
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</TABLE>
SCHEDULE RC-CONTINUED
<TABLE>
<CAPTION>
DOLLAR AMOUNTS IN
THOUSANDS BIL MIL THOU
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<S> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns
A and C from Schedule RC-E, part 1)............. RCON 2200 21,550,056 13.a.
(1) Noninterest-bearing(1)...................... RCON 6631 8,895,137 13.a.1
(2) Interest-bearing............................ RCON 6636 12,654,919 13.a.2
b. In foreign offices, Edge and Agreement
subsidiaries, and IBFs (from Schedule RC-E,
part II)........................................ RCFN 2200 12,364,650 13.b.
(1) Noninterest bearing......................... RCFN 6631 287,496 13.b.1
(2) Interest-bearing............................ RCFN 6636 12,077,154 13.b.2
14. Federal funds purchased and securities sold
under agreements to repurchase: RCFD 2800 3,817,421 14
15. a. Demand notes issued to the U.S. Treasury........ RCON 2840 63,621 15.a.
b. Trading Liabilities(from Schedule RC-D)......... RCFD 3548 5,872,831 15b.
16. Other borrowed money:
a. With original maturity of one year or less...... RCFD 2332 2,607,549 16.a.
b. With original maturity of more than one year... RCFD 2333 322,414 16b.
17. Not applicable
18. Bank's liability on acceptance executed and
outstanding........................................ RCFD 2920 488,866 18.
19. Subordinated notes and debentures.................. RCFD 3200 1,550,000 19.
20. Other liabilities (from Schedule RC-G)............. RCFD 2930 1,196,229 20.
21. Total liabilities (sum of items 13 through 20)..... RCFD 2948 49,833,637 21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus...... RCFD 3838 0 23.
24. Common stock....................................... RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to
preferred stock)................................... RCFD 3839 2,944,244 25.
26. a. Undivided profits and capital reserves.......... RCFD 3632 954,885 26.a.
b. Net unrealized holding gains (losses) on
available-for-sale securities................... RCFD 8434 (1,089) 26.b.
27. Cumulative foreign currency translation
adjustments........................................ RCFD 3284 (1,712) 27.
28. Total equity capital (sum of items 23
through 27)........................................ RCFD 3210 4,097,186 28.
29. Total liabilities, limited-life preferred stock,
and equity capital (sum of items 21, 22, and 28)... RCFD 3300 53,930,823 29.
</TABLE>
Memorandum
To be reported only 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 external Number
------
auditors as of any date during 1996..............RCFD 6724......2 M.1.
------
1 = Independent audit of the bank 4 = Directors' examination of the
conducted in accordance bank performed by other
with generally accepted auditing external auditors (may be
standards by a certified required by state chartering
public accounting firm which authority)
submits a report on the bank
2 = Independent audit of the bank's 5 = Review of the bank's financial
parent holding company statements by external auditors
conducted in accordance with 6 = Compilation of the bank's
generally accepted auditing financial statements by
standards by a certified external auditors
public accounting firm which 7 = Other audit procedures
submits a report on the (excluding tax preparation
consolidated holding company work)
(but not on the bank separately) 8 = No external audit work
3 = Directors' examination of the
bank conducted in accordance with
generally accepted auditing
standards by a certified public
accounting firm (may be required
by state chartering authority)
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(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.
6
