-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OVgiDPWshv6j3QRVKdike5JlJqIyftlAeY+xYEtcS+sXmhP0d+ZX2oJynZWjKG9q wtFNxqtFiRvNc3fGVtdqjQ== 0000903423-02-000568.txt : 20020912 0000903423-02-000568.hdr.sgml : 20020912 20020912125903 ACCESSION NUMBER: 0000903423-02-000568 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20020912 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HSBC USA INC /MD/ CENTRAL INDEX KEY: 0000083246 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 132764867 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-42421 FILM NUMBER: 02762299 BUSINESS ADDRESS: STREET 1: 452 FIFTH AVE CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2125256100 MAIL ADDRESS: STREET 1: 452 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10018 POS AM 1 hsbcs3a_9-16.txt Draft - September 4, 2002 As filed with the Securities and Exchange Commission on September 6, 2002 Registration No. 333-42421 333-42421-01 333-42421-02 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------- HSBC USA Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 13-2764867 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) HSBC USA Capital Trust V HSBC USA Capital Trust VI (Exact name of registrant as specified in its charter) Delaware 13-7136673 13-7136674 (State or Other Jurisdiction (IRS Employer of Incorporation or Organization) Identification No.) -------------- 452 Fifth Avenue New York, New York 10018 (212) 525-6100 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants' Principal Executive Offices) Paul L. Lee Janet L. Fisher Senior Executive Vice President Cleary, Gottlieb, Steen & Hamilton and General Counsel One Liberty Plaza HSBC USA Inc. New York, New York 10006 452 Fifth Avenue (212) 225-2000 New York, New York 10018 (212) 525-6100 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) -------------- Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement as determined by market conditions. -------------- If the only securities being requested on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.[ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box.[X] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.[ ] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.[ ] If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-42421, 333-42421-01 and 333-42421-02. If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.[X] -------------- ================================================================================ EXPLANATORY NOTE This Post-effective Amendment No. 2 to the registrants' Registration Statement on Form S-3 (File Nos. 333-42421, 333-42421-01 and 333-42421-02.), declared effective on April 24, 2002 by the Securities and Exchange Commission (the "Registration Statement") is being filed solely for the purpose of filing Exhibits Nos. 25.8-25.14 to the Registration Statement. No changes or additions are being made hereby to the Prospectus which forms part of the Registration Statement. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 16. Exhibits. Exhibits - -------- 1.1 Form of Underwriting Agreement.(1) 1.2 Form of Underwriting Agreement for Trust Preferred Securities.(1) 4.1* Senior Indenture, dated as of October 24, 1996. 4.2* First Supplemental Indenture to Senior Indenture, dated as of February 25, 2000. 4.3* Subordinated Indenture, dated as of October 24, 1996. 4.4* First Supplemental Indenture to Subordinated Indenture, dated as of December 12, 1996. 4.5* Second Supplemental Indenture to Subordinated Indenture, dated as of March 1, 1999. 4.6* Third Supplemental Indenture to Subordinated Indenture, dated as of February 25, 2000. 4.7* Form of Senior Security (included in Exhibit 4.1). 4.8* Form of Subordinated Security (included in Exhibit 4.3). 4.9* Form of Junior Subordinated Security (included in Exhibit 4.18). 4.10* Form of Trust Preferred Security (included in Exhibit 4.15). 4.11* Certificate of Trust of HSBC USA Capital Trust V, formerly known as Republic New York Capital III. 4.12* Certificate of Trust of HSBC USA Capital Trust VI, formerly known as Republic New York Capital IV. 4.13* Declaration of Trust of HSBC USA Capital Trust V, formerly known as Republic New York Capital III. 4.14* Declaration of Trust of HSBC USA Capital Trust VI, formerly known as Republic New York Capital IV. 4.15* Form of Amended and Restated Declaration of Trust. 4.16* Form of Trust Common Securities Guarantee. 4.17* Form of Trust Preferred Securities Guarantee. 4.18* Form of Junior Subordinated Indenture. 5.1* Opinion and consent of Cleary, Gottlieb, Steen & Hamilton regarding the securities offered hereby (other than the preferred stock and the trust securities). 5.2* Opinion and consent of Piper Marbury Rudnick & Wolfe LLP regarding the preferred stock. 5.3* Opinion and consent of Richards, Layton & Finger LLP regarding the trust securities. 8 Opinion of Tax Counsel.(1) 12.1* Calculation of Ratios of Earnings to Fixed Charges - Consolidated (incorporated herein by reference to the Corporation's Annual Report on Form 10-K for the year ended December 31, 2001). 12.2* Calculation of Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividends - Consolidated (incorporated herein by reference to the Corporation's Annual Report on Form 10-K for the year ended December 31, 2001). 23.1* Consent of KPMG LLP. 23.2* Consent of Cleary, Gottlieb, Steen & Hamilton (included in Exhibit 5.1). 23.3* Consent of Piper Marbury Rudnick & Wolfe LLP (included in Exhibit 5.2). 23.4* Consent of Richards, Layton & Finger LLP (included in Exhibit 5.3). 24.1* Form of Power of Attorney of HSBC USA Inc. 25.1* Statement on Form T-1 of eligibility of Bankers Trust Company, as trustee under the Senior Indenture. 25.2* Statement on Form T-1 of eligibility of Bankers Trust Company, as trustee under the Subordinated Indenture. 25.3* Statement on Form T-1 of eligibility of Bankers Trust Company, as trustee under the Junior Subordinated Indenture. 25.4* Statement on Form T-1 of eligibility of Bankers Trust Company, as trustee under the Guarantee of Trust Preferred Securities with respect to HSBC USA Capital Trust V. 25.5* Statement on Form T-1 of eligibility of Bankers Trust Company, as trustee under the Guarantee of Trust Preferred Securities with respect to HSBC USA Capital Trust VI. 25.6* Statement on Form T-1 of eligibility of Bankers Trust Company, as property trustee under the Amended and Restated Declaration of HSBC USA Capital Trust V. 25.7* Statement on Form T-1 of eligibility of Bankers Trust Company, as property trustee under the Amended and Restated Declaration of HSBC USA Capital Trust VI. 25.8** Statement on Form T-1 of eligibility of Wells Fargo Bank Minnesota, National Association, as trustee under the Senior Indenture. 25.9** Statement on Form T-1 of eligibility of Wells Fargo Bank Minnesota, National Association, as trustee under the Subordinated Indenture. 25.10** Statement on Form T-1 of eligibility of Wells Fargo Bank Minnesota, National Association, as trustee under the Junior Subordinated Indenture. 25.11** Statement on Form T-1 of eligibility of Wells Fargo Bank Minnesota, National Association, as trustee under the Guarantee of Trust Preferred Securities with respect to HSBC USA Capital Trust V. 25.12** Statement on Form T-1 of eligibility of Wells Fargo Bank Minnesota, National Association, as trustee under the Guarantee of Trust Preferred Securities with respect to HSBC USA Capital Trust VI. 25.13** Statement on Form T-1 of eligibility of Wells Fargo Bank Minnesota, National Association, as property trustee under the Amended and Restated Declaration of HSBC USA Capital Trust V. 25.14** Statement on Form T-1 of eligibility of Wells Fargo Bank Minnesota, National Association, as property trustee under the Amended and Restated Declaration of HSBC USA Capital Trust VI. ------------- * Previously filed ** Filed herewith (1) To be filed by amendment or incorporated by reference in connection with an offering of securities. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this amendment to the registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in The City of New York, and State of New York, on the 5th day of September, 2002. HSBC USA INC. By: /s/ Robert M. Butcher --------------------------------------- Robert M. Butcher Senior Executive Vice President and Chief Financial Officer By: /s/ Gerald A. Ronning --------------------------------------- Gerald A. Ronning Executive Vice President and Controller Pursuant to the requirements of the Securities Act of 1933, this amendment to the Registration Statement has been signed by the following persons in the capacities on the dates indicated: Signature Title Date --------- ----- ---- Senior Executive Vice President September 5, 2002 /s/ Robert M. Butcher and Chief Financial Officer - ------------------------- (Principal Financial Officer) Robert M. Butcher Executive Vice President and September 5, 2002 /s/ Gerald A. Ronning Controller (Principal - ------------------------- Accounting Officer) Gerald A. Ronning Pursuant to the requirements of the Securities Act of 1933, this amendment to the Registration Statement has been signed by the following persons in the capacities on September __, 2002: Signature Title --------- ----- * Director, President and Chief -------------------------------- Executive Officer Yousef A. Nasr* * -------------------------------- Director Salvatore H. Alfiero* * Director -------------------------------- John R. H. Bond* * Director -------------------------------- James H. Cleave* * Director -------------------------------- Martin J.G. Glynn* * Director -------------------------------- Richard A. Jalkut* * Director -------------------------------- Peter Kimmelman* * Director -------------------------------- Charles G. Meyer, Jr.* * Director -------------------------------- James L. Morice* * Director -------------------------------- Jonathan Newcomb* * Director -------------------------------- Henry J. Nowak* *By /s/ Philip S. Toohey -------------------------- Philip S. Toohey, as Attorney-in-fact Pursuant to the requirements of the Securities Act of 1933, each of HSBC USA Capital Trust V and HSBC USA Capital Trust VI certifies that it has reasonable grounds to believe it meets all of the requirements for filing on Form S-3 and has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in The City of New York, and the State of New York on the 5th day of September, 2002. HSBC USA CAPITAL TRUST V, a Delaware business trust By: /s/ Philip S. Toohey ----------------------------------- Philip S. Toohey HSBC USA CAPITAL TRUST VI, a Delaware business trust By: /s/ Philip S. Toohey ----------------------------------- Philip S. Toohey INDEX TO EXHIBITS Exhibit Exhibit Description No. ------------------- ------- 1.1 Form of Underwriting Agreement.(1) 1.2 Form of Underwriting Agreement for Trust Preferred Securities.(1) 4.1* Senior Indenture, dated as of October 24, 1996. 4.2* First Supplemental Indenture to Senior Indenture, dated as of February 25, 2000. 4.3* Subordinated Indenture, dated as of October 24, 1996. 4.4* First Supplemental Indenture to Subordinated Indenture, dated as of December 12, 1996. 4.5* Second Supplemental Indenture to Subordinated Indenture, dated as of March 1, 1999. 4.6* Third Supplemental Indenture to Subordinated Indenture, dated as of February 25, 2000. 4.7* Form of Senior Security (included in Exhibit 4.1). 4.8* Form of Subordinated Security (included in Exhibit 4.3). 4.9* Form of Junior Subordinated Security (included in Exhibit 4.18). 4.10* Form of Trust Preferred Security (included in Exhibit 4.15). 4.11* Certificate of Trust of HSBC USA Capital Trust V, formerly known as Republic New York Capital III. 4.12* Certificate of Trust of HSBC USA Capital Trust VI, formerly known as Republic New York Capital IV. 4.13* Declaration of Trust of HSBC USA Capital Trust V, formerly known as Republic New York Capital III. 4.14* Declaration of Trust of HSBC USA Capital Trust VI, formerly known as Republic New York Capital IV. 4.15* Form of Amended and Restated Declaration of Trust. 4.16* Form of Trust Common Securities Guarantee. 4.17* Form of Trust Preferred Securities Guarantee. 4.18* Form of Junior Subordinated Indenture. 5.1* Opinion and consent of Cleary, Gottlieb, Steen & Hamilton regarding the securities offered hereby (other than the preferred stock and the trust securities). 5.2* Opinion and consent of Piper Marbury Rudnick & Wolfe LLP regarding the preferred stock. 5.3* Opinion and consent of Richards, Layton & Finger LLP regarding the trust securities. 8 Opinion of Tax Counsel.(1) 12.1* Calculation of Ratios of Earnings to Fixed Charges - Consolidated (incorporated herein by reference to the Corporation's Annual Report on Form 10-K for the year ended December 31, 2001). 12.2* Calculation of Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividends - Consolidated (incorporated herein by reference to the Corporation's Annual Report on Form 10-K for the year ended December 31, 2001). 23.1* Consent of KPMG LLP. 23.2* Consent of Cleary, Gottlieb, Steen & Hamilton (included in Exhibit 5.1). 23.3* Consent of Piper Marbury Rudnick & Wolfe LLP (included in Exhibit 5.2). 23.4* Consent of Richards, Layton & Finger LLP (included in Exhibit 5.3). 24.1* Form of Power of Attorney of HSBC USA Inc. 25.1* Statement on Form T-1 of eligibility of Bankers Trust Company, as trustee under the Senior Indenture. 25.2* Statement on Form T-1 of eligibility of Bankers Trust Company, as trustee under the Subordinated Indenture. 25.3* Statement on Form T-1 of eligibility of Bankers Trust Company, as trustee under the Junior Subordinated Indenture. 25.4* Statement on Form T-1 of eligibility of Bankers Trust Company, as trustee under the Guarantee of Trust Preferred Securities with respect to HSBC USA Capital Trust V. 25.5* Statement on Form T-1 of eligibility of Bankers Trust Company, as trustee under the Guarantee of Trust Preferred Securities with respect to HSBC USA Capital Trust VI. 25.6* Statement on Form T-1 of eligibility of Bankers Trust Company, as property trustee under the Amended and Restated Declaration of HSBC USA Capital Trust V. 25.7* Statement on Form T-1 of eligibility of Bankers Trust Company, as property trustee under the Amended and Restated Declaration of HSBC USA Capital Trust VI. 25.8** Statement on Form T-1 of eligibility of Wells Fargo Bank Minnesota, National Association, as trustee under the Senior Indenture. 25.9** Statement on Form T-1 of eligibility of Wells Fargo Bank Minnesota, National Association, as trustee under the Subordinated Indenture. 25.10** Statement on Form T-1 of eligibility of Wells Fargo Bank Minnesota, National Association, as trustee under the Junior Subordinated Indenture. 25.11** Statement on Form T-1 of eligibility of Wells Fargo Bank Minnesota, National Association, as trustee under the Guarantee of Trust Preferred Securities with respect to HSBC USA Capital Trust V. 25.12** Statement on Form T-1 of eligibility of Wells Fargo Bank Minnesota, National Association, as trustee under the Guarantee of Trust Preferred Securities with respect to HSBC USA Capital Trust VI. 25.13** Statement on Form T-1 of eligibility of Wells Fargo Bank Minnesota, National Association, as property trustee under the Amended and Restated Declaration of HSBC USA Capital Trust V. 25.14** Statement on Form T-1 of eligibility of Wells Fargo Bank Minnesota, National Association, as property trustee under the Amended and Restated Declaration of HSBC USA Capital Trust VI. ------------------- * Previously filed ** Filed herewith (1) To be filed by amendment or incorporated by reference in connection with an offering of securities. EX-25.8 3 ex25-8.txt ================================================================================ 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) WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) A U.S. National Banking Association 41-1592157 (Jurisdiction of incorporation or (I.R.S. Employer organization if not a U.S. national Identification No.) bank) Sixth Street and Marquette Avenue Minneapolis, Minnesota 55479 (Address of principal executive offices) (Zip code) Stanley S. Stroup, General Counsel WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION Sixth Street and Marquette Avenue Minneapolis, Minnesota 55479 (612) 667-1234 (Agent for Service) ----------------------------- HSBC USA Inc. (Exact name of obligor as specified in its charter) Maryland 13-2764867 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 452 Fifth Avenue New York, New York 10018 (212) 525-6100 (Address of principal executive offices) ----------------------------- Senior Debt Securities (Title of the indenture securities) ================================================================================ 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 Treasury Department 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 Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None with respect to the trustee. No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13. Item 15. Foreign Trustee. Not applicable. Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility. Wells Fargo Bank incorporates by reference into this Form T-1 the exhibits attached hereto. Exhibit 1. a. A copy of the Articles of Association of the trustee now in effect.*** Exhibit 2. a. A copy of the certificate of authority of the trustee to commence business issued June 28, 1872, by the Comptroller of the Currency to The Northwestern National Bank of Minneapolis.* b. A copy of the certificate of the Comptroller of the Currency dated January 2, 1934, approving the consolidation of The Northwestern National Bank of Minneapolis and The Minnesota Loan and Trust Company of Minneapolis, with the surviving entity being titled Northwestern National Bank and Trust Company of Minneapolis.* c. A copy of the certificate of the Acting Comptroller of the Currency dated January 12, 1943, as to change of corporate title of Northwestern National Bank and Trust Company of Minneapolis to Northwestern National Bank of Minneapolis.* d. A copy of the letter dated May 12, 1983 from the Regional Counsel, Comptroller of the Currency, acknowledging receipt of notice of name change effective May 1, 1983 from Northwestern National Bank of Minneapolis to Norwest Bank Minneapolis, National Association.* e. A copy of the letter dated January 4, 1988 from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation and merger effective January 1, 1988 of Norwest Bank Minneapolis, National Association with various other banks under the title of "Norwest Bank Minnesota, National Association."* f. A copy of the letter dated July 10, 2000 from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation effective July 8, 2000 of Norwest Bank Minnesota, National Association with various other banks under the title of "Wells Fargo Bank Minnesota, National Association."**** Exhibit 3. A copy of the authorization of the trustee to exercise corporate trust powers issued January 2, 1934, by the Federal Reserve Board.* Exhibit 4. Copy of By-laws of the trustee as now in effect.*** Exhibit 5. Not applicable. Exhibit 6. The consent of the trustee required by Section 321(b) of the Act. Exhibit 7. Incorporated by reference to filing reference number 005-38689 Exhibit 8. Not applicable. Exhibit 9. Not applicable. * Incorporated by reference to exhibit number 25 filed with registration statement number 33-66026. *** Incorporated by reference to exhibit T3G filed with registration statement number 022-22473. **** Incorporated by reference to exhibit number 25.1 filed with registration statement number 001-15891. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank Minnesota, National Association, 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 Minneapolis and State of Minnesota on the 4th day of September, 2002. WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION By: /s/ Joseph P. O'Donnell ----------------------- Joseph P. O'Donnell Corporate Trust Officer EXHIBIT 6 September 4, 2002 Securities and Exchange Commission Washington, D.C. 20549 Gentlemen: In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor. Very truly yours, WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION By: /s/ Joseph P. O'Donnell --------------------------- Joseph P. O'Donnell Corporate Trust Officer EX-25.9 4 ex25-9.txt ================================================================================ 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) WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) A U.S. National Banking Association 41-1592157 (Jurisdiction of incorporation or (I.R.S. Employer organization if not a U.S. national Identification No.) bank) Sixth Street and Marquette Avenue Minneapolis, Minnesota 55479 (Address of principal executive offices) (Zip code) Stanley S. Stroup, General Counsel WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION Sixth Street and Marquette Avenue Minneapolis, Minnesota 55479 (612) 667-1234 (Agent for Service) ----------------------------- HSBC USA Inc. (Exact name of obligor as specified in its charter) Maryland 13-2764867 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 452 Fifth Avenue New York, New York 10018 (212) 525-6100 (Address of principal executive offices) ----------------------------- Subordinated Debt Securities (Title of the indenture securities) ================================================================================ 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 Treasury Department 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 Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None with respect to the trustee. No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13. Item 15. Foreign Trustee. Not applicable. Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility. Wells Fargo Bank incorporates by reference into this Form T-1 the exhibits attached hereto. Exhibit 1. a. A copy of the Articles of Association of the trustee now in effect.*** Exhibit 2. a. A copy of the certificate of authority of the trustee to commence business issued June 28, 1872, by the Comptroller of the Currency to The Northwestern National Bank of Minneapolis.* b. A copy of the certificate of the Comptroller of the Currency dated January 2, 1934, approving the consolidation of The Northwestern National Bank of Minneapolis and The Minnesota Loan and Trust Company of Minneapolis, with the surviving entity being titled Northwestern National Bank and Trust Company of Minneapolis.* c. A copy of the certificate of the Acting Comptroller of the Currency dated January 12, 1943, as to change of corporate title of Northwestern National Bank and Trust Company of Minneapolis to Northwestern National Bank of Minneapolis.* d. A copy of the letter dated May 12, 1983 from the Regional Counsel, Comptroller of the Currency, acknowledging receipt of notice of name change effective May 1, 1983 from Northwestern National Bank of Minneapolis to Norwest Bank Minneapolis, National Association.* e. A copy of the letter dated January 4, 1988 from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation and merger effective January 1, 1988 of Norwest Bank Minneapolis, National Association with various other banks under the title of "Norwest Bank Minnesota, National Association."* f. A copy of the letter dated July 10, 2000 from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation effective July 8, 2000 of Norwest Bank Minnesota, National Association with various other banks under the title of "Wells Fargo Bank Minnesota, National Association."**** Exhibit 3. A copy of the authorization of the trustee to exercise corporate trust powers issued January 2, 1934, by the Federal Reserve Board.* Exhibit 4. Copy of By-laws of the trustee as now in effect.*** Exhibit 5. Not applicable. Exhibit 6. The consent of the trustee required by Section 321(b) of the Act. Exhibit 7. Incorporated by reference to filing reference number 005-38689 Exhibit 8. Not applicable. Exhibit 9. Not applicable. * Incorporated by reference to exhibit number 25 filed with registration statement number 33-66026. *** Incorporated by reference to exhibit T3G filed with registration statement number 022-22473. **** Incorporated by reference to exhibit number 25.1 filed with registration statement number 001-15891. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank Minnesota, National Association, 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 Minneapolis and State of Minnesota on the 4th day of September, 2002. WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION By: /s/ Joseph P. O'Donnell ----------------------- Joseph P. O'Donnell Corporate Trust Officer EXHIBIT 6 September 4, 2002 Securities and Exchange Commission Washington, D.C. 20549 Gentlemen: In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor. Very truly yours, WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION By: /s/ Joseph P. O'Donnell -------------------------- Joseph P. O'Donnell Corporate Trust Officer EX-25.10 5 ex25-10.txt ================================================================================ 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) WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) A U.S. National Banking Association 41-1592157 (Jurisdiction of incorporation or (I.R.S. Employer organization if not a U.S. national Identification No.) bank) Sixth Street and Marquette Avenue Minneapolis, Minnesota 55479 (Address of principal executive offices) (Zip code) Stanley S. Stroup, General Counsel WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION Sixth Street and Marquette Avenue Minneapolis, Minnesota 55479 (612) 667-1234 (Agent for Service) ----------------------------- HSBC USA Inc. (Exact name of obligor as specified in its charter) Maryland 13-2764867 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 452 Fifth Avenue New York, New York 10018 (212) 525-6100 (Address of principal executive offices) ----------------------------- Junior Subordinated Debentures (Title of the indenture securities) ================================================================================ 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 Treasury Department 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 Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None with respect to the trustee. No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13. Item 15. Foreign Trustee. Not applicable. Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility. Wells Fargo Bank incorporates by reference into this Form T-1 the exhibits attached hereto. Exhibit 1. a. A copy of the Articles of Association of the trustee now in effect.*** Exhibit 2. a. A copy of the certificate of authority of the trustee to commence business issued June 28, 1872, by the Comptroller of the Currency to The Northwestern National Bank of Minneapolis.* b. A copy of the certificate of the Comptroller of the Currency dated January 2, 1934, approving the consolidation of The Northwestern National Bank of Minneapolis and The Minnesota Loan and Trust Company of Minneapolis, with the surviving entity being titled Northwestern National Bank and Trust Company of Minneapolis.* c. A copy of the certificate of the Acting Comptroller of the Currency dated January 12, 1943, as to change of corporate title of Northwestern National Bank and Trust Company of Minneapolis to Northwestern National Bank of Minneapolis.* d. A copy of the letter dated May 12, 1983 from the Regional Counsel, Comptroller of the Currency, acknowledging receipt of notice of name change effective May 1, 1983 from Northwestern National Bank of Minneapolis to Norwest Bank Minneapolis, National Association.* e. A copy of the letter dated January 4, 1988 from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation and merger effective January 1, 1988 of Norwest Bank Minneapolis, National Association with various other banks under the title of "Norwest Bank Minnesota, National Association."* f. A copy of the letter dated July 10, 2000 from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation effective July 8, 2000 of Norwest Bank Minnesota, National Association with various other banks under the title of "Wells Fargo Bank Minnesota, National Association."**** Exhibit 3. A copy of the authorization of the trustee to exercise corporate trust powers issued January 2, 1934, by the Federal Reserve Board.* Exhibit 4. Copy of By-laws of the trustee as now in effect.*** Exhibit 5. Not applicable. Exhibit 6. The consent of the trustee required by Section 321(b) of the Act. Exhibit 7. Incorporated by reference to filing reference number 005-38689 Exhibit 8. Not applicable. Exhibit 9. Not applicable. * Incorporated by reference to exhibit number 25 filed with registration statement number 33-66026. *** Incorporated by reference to exhibit T3G filed with registration statement number 022-22473. **** Incorporated by reference to exhibit number 25.1 filed with registration statement number 001-15891. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank Minnesota, National Association, 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 Minneapolis and State of Minnesota on the 4th day of September, 2002. WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION By: /s/ Joseph P. O'Donnell ----------------------- Joseph P. O'Donnell Corporate Trust Officer EXHIBIT 6 September 4, 2002 Securities and Exchange Commission Washington, D.C. 20549 Gentlemen: In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor. Very truly yours, WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION By: /s/ Joseph P. O'Donnell ----------------------- Joseph P. O'Donnell Corporate Trust Officer EX-25.11 6 ex25-11.txt ================================================================================ 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) WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) A U.S. National Banking Association 41-1592157 (Jurisdiction of incorporation or (I.R.S. Employer organization if not a U.S. national Identification No.) bank) Sixth Street and Marquette Avenue Minneapolis, Minnesota 55479 (Address of principal executive offices) (Zip code) Stanley S. Stroup, General Counsel WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION Sixth Street and Marquette Avenue Minneapolis, Minnesota 55479 (612) 667-1234 (Agent for Service) ----------------------------- HSBC USA Inc. (Exact name of obligor as specified in its charter) Maryland 13-2764867 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) HSBC USA Capital Trust V (Exact name of obligor as specified in its charter) Delaware 13-7136673 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 452 Fifth Avenue New York, New York 10018 (212) 525-6100 (Address of principal executive offices) ----------------------------- Guarantee of Trust Preferred Securities (Title of the indenture securities) ================================================================================ 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 Treasury Department 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 Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None with respect to the trustee. No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13. Item 15. Foreign Trustee. Not applicable. Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility. Wells Fargo Bank incorporates by reference into this Form T-1 the exhibits attached hereto. Exhibit 1. a. A copy of the Articles of Association of the trustee now in effect.*** Exhibit 2. a. A copy of the certificate of authority of the trustee to commence business issued June 28, 1872, by the Comptroller of the Currency to The Northwestern National Bank of Minneapolis.* b. A copy of the certificate of the Comptroller of the Currency dated January 2, 1934, approving the consolidation of The Northwestern National Bank of Minneapolis and The Minnesota Loan and Trust Company of Minneapolis, with the surviving entity being titled Northwestern National Bank and Trust Company of Minneapolis.* c. A copy of the certificate of the Acting Comptroller of the Currency dated January 12, 1943, as to change of corporate title of Northwestern National Bank and Trust Company of Minneapolis to Northwestern National Bank of Minneapolis.* d. A copy of the letter dated May 12, 1983 from the Regional Counsel, Comptroller of the Currency, acknowledging receipt of notice of name change effective May 1, 1983 from Northwestern National Bank of Minneapolis to Norwest Bank Minneapolis, National Association.* e. A copy of the letter dated January 4, 1988 from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation and merger effective January 1, 1988 of Norwest Bank Minneapolis, National Association with various other banks under the title of "Norwest Bank Minnesota, National Association."* f. A copy of the letter dated July 10, 2000 from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation effective July 8, 2000 of Norwest Bank Minnesota, National Association with various other banks under the title of "Wells Fargo Bank Minnesota, National Association."**** Exhibit 3. A copy of the authorization of the trustee to exercise corporate trust powers issued January 2, 1934, by the Federal Reserve Board.* Exhibit 4. Copy of By-laws of the trustee as now in effect.*** Exhibit 5. Not applicable. Exhibit 6. The consent of the trustee required by Section 321(b) of the Act. Exhibit 7. Incorporated by reference to filing reference number 005-38689 Exhibit 8. Not applicable. Exhibit 9. Not applicable. * Incorporated by reference to exhibit number 25 filed with registration statement number 33-66026. *** Incorporated by reference to exhibit T3G filed with registration statement number 022-22473. **** Incorporated by reference to exhibit number 25.1 filed with registration statement number 001-15891. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank Minnesota, National Association, 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 Minneapolis and State of Minnesota on the 4th day of September, 2002. WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION By: /s/ Joseph P. O'Donnell ----------------------- Joseph P. O'Donnell Corporate Trust Officer EXHIBIT 6 September 4, 2002 Securities and Exchange Commission Washington, D.C. 20549 Gentlemen: In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor. Very truly yours, WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION By: /s/ Joseph P. O'Donnell ----------------------- Joseph P. O'Donnell Corporate Trust Officer EX-25.12 7 ex25-12.txt ================================================================================ 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) WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) A U.S. National Banking Association 41-1592157 (Jurisdiction of incorporation or (I.R.S. Employer organization if not a U.S. national Identification No.) bank) Sixth Street and Marquette Avenue Minneapolis, Minnesota 55479 (Address of principal executive offices) (Zip code) Stanley S. Stroup, General Counsel WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION Sixth Street and Marquette Avenue Minneapolis, Minnesota 55479 (612) 667-1234 (Agent for Service) ----------------------------- HSBC USA Inc. (Exact name of obligor as specified in its charter) Maryland 13-2764867 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) HSBC USA Capital Trust VI (Exact name of obligor as specified in its charter) Delaware 13-7136674 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 452 Fifth Avenue New York, New York 10018 (212) 525-6100 (Address of principal executive offices) ----------------------------- Guarantee of Trust Preferred Securities (Title of the indenture securities) ================================================================================ 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 Treasury Department 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 Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None with respect to the trustee. No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13. Item 15. Foreign Trustee. Not applicable. Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility. Wells Fargo Bank incorporates by reference into this Form T-1 the exhibits attached hereto. Exhibit 1. a. A copy of the Articles of Association of the trustee now in effect.*** Exhibit 2. a. A copy of the certificate of authority of the trustee to commence business issued June 28, 1872, by the Comptroller of the Currency to The Northwestern National Bank of Minneapolis.* b. A copy of the certificate of the Comptroller of the Currency dated January 2, 1934, approving the consolidation of The Northwestern National Bank of Minneapolis and The Minnesota Loan and Trust Company of Minneapolis, with the surviving entity being titled Northwestern National Bank and Trust Company of Minneapolis.* c. A copy of the certificate of the Acting Comptroller of the Currency dated January 12, 1943, as to change of corporate title of Northwestern National Bank and Trust Company of Minneapolis to Northwestern National Bank of Minneapolis.* d. A copy of the letter dated May 12, 1983 from the Regional Counsel, Comptroller of the Currency, acknowledging receipt of notice of name change effective May 1, 1983 from Northwestern National Bank of Minneapolis to Norwest Bank Minneapolis, National Association.* e. A copy of the letter dated January 4, 1988 from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation and merger effective January 1, 1988 of Norwest Bank Minneapolis, National Association with various other banks under the title of "Norwest Bank Minnesota, National Association."* f. A copy of the letter dated July 10, 2000 from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation effective July 8, 2000 of Norwest Bank Minnesota, National Association with various other banks under the title of "Wells Fargo Bank Minnesota, National Association."**** Exhibit 3. A copy of the authorization of the trustee to exercise corporate trust powers issued January 2, 1934, by the Federal Reserve Board.* Exhibit 4. Copy of By-laws of the trustee as now in effect.*** Exhibit 5. Not applicable. Exhibit 6. The consent of the trustee required by Section 321(b) of the Act. Exhibit 7. Incorporated by reference to filing reference number 005-38689 Exhibit 8. Not applicable. Exhibit 9. Not applicable. * Incorporated by reference to exhibit number 25 filed with registration statement number 33-66026. *** Incorporated by reference to exhibit T3G filed with registration statement number 022-22473. **** Incorporated by reference to exhibit number 25.1 filed with registration statement number 001-15891. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank Minnesota, National Association, 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 Minneapolis and State of Minnesota on the 4th day of September, 2002. WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION By: /s/ Joseph P. O'Donnell ----------------------- Joseph P. O'Donnell Corporate Trust Officer EXHIBIT 6 September 4, 2002 Securities and Exchange Commission Washington, D.C. 20549 Gentlemen: In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor. Very truly yours, WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION By: /s/ Joseph P. O'Donnell ----------------------- Joseph P. O'Donnell Corporate Trust Officer EX-25.13 8 ex25-13.txt ================================================================================ 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) WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) A U.S. National Banking Association 41-1592157 (Jurisdiction of incorporation or (I.R.S. Employer organization if not a U.S. national Identification No.) bank) Sixth Street and Marquette Avenue Minneapolis, Minnesota 55479 (Address of principal executive offices) (Zip code) Stanley S. Stroup, General Counsel WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION Sixth Street and Marquette Avenue Minneapolis, Minnesota 55479 (612) 667-1234 (Agent for Service) ----------------------------- HSBC USA Inc. (Exact name of obligor as specified in its charter) Maryland 13-2764867 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) HSBC USA Capital Trust V (Exact name of obligor as specified in its charter) Delaware 13-7136673 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 452 Fifth Avenue New York, New York 10018 (212) 525-6100 (Address of principal executive offices) ----------------------------- Trust Preferred Securities (Title of the indenture securities) ================================================================================ 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 Treasury Department 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 Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None with respect to the trustee. No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13. Item 15. Foreign Trustee. Not applicable. Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility. Wells Fargo Bank incorporates by reference into this Form T-1 the exhibits attached hereto. Exhibit 1. a. A copy of the Articles of Association of the trustee now in effect.*** Exhibit 2. a. A copy of the certificate of authority of the trustee to commence business issued June 28, 1872, by the Comptroller of the Currency to The Northwestern National Bank of Minneapolis.* b. A copy of the certificate of the Comptroller of the Currency dated January 2, 1934, approving the consolidation of The Northwestern National Bank of Minneapolis and The Minnesota Loan and Trust Company of Minneapolis, with the surviving entity being titled Northwestern National Bank and Trust Company of Minneapolis.* c. A copy of the certificate of the Acting Comptroller of the Currency dated January 12, 1943, as to change of corporate title of Northwestern National Bank and Trust Company of Minneapolis to Northwestern National Bank of Minneapolis.* d. A copy of the letter dated May 12, 1983 from the Regional Counsel, Comptroller of the Currency, acknowledging receipt of notice of name change effective May 1, 1983 from Northwestern National Bank of Minneapolis to Norwest Bank Minneapolis, National Association.* e. A copy of the letter dated January 4, 1988 from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation and merger effective January 1, 1988 of Norwest Bank Minneapolis, National Association with various other banks under the title of "Norwest Bank Minnesota, National Association."* f. A copy of the letter dated July 10, 2000 from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation effective July 8, 2000 of Norwest Bank Minnesota, National Association with various other banks under the title of "Wells Fargo Bank Minnesota, National Association."**** Exhibit 3. A copy of the authorization of the trustee to exercise corporate trust powers issued January 2, 1934, by the Federal Reserve Board.* Exhibit 4. Copy of By-laws of the trustee as now in effect.*** Exhibit 5. Not applicable. Exhibit 6. The consent of the trustee required by Section 321(b) of the Act. Exhibit 7. Incorporated by reference to filing reference number 005-38689 Exhibit 8. Not applicable. Exhibit 9. Not applicable. * Incorporated by reference to exhibit number 25 filed with registration statement number 33-66026. *** Incorporated by reference to exhibit T3G filed with registration statement number 022-22473. **** Incorporated by reference to exhibit number 25.1 filed with registration statement number 001-15891. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank Minnesota, National Association, 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 Minneapolis and State of Minnesota on the 4th day of September, 2002. WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION By: /s/ Joseph P. O'Donnell ----------------------- Joseph P. O'Donnell Corporate Trust Officer EXHIBIT 6 September 4, 2002 Securities and Exchange Commission Washington, D.C. 20549 Gentlemen: In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor. Very truly yours, WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION By: /s/ Joseph P. O'Donnell ----------------------- Joseph P. O'Donnell Corporate Trust Officer EX-25.14 9 ex25-14.txt ================================================================================ 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) WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) A U.S. National Banking Association 41-1592157 (Jurisdiction of incorporation or (I.R.S. Employer organization if not a U.S. national Identification No.) bank) Sixth Street and Marquette Avenue Minneapolis, Minnesota 55479 (Address of principal executive offices) (Zip code) Stanley S. Stroup, General Counsel WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION Sixth Street and Marquette Avenue Minneapolis, Minnesota 55479 (612) 667-1234 (Agent for Service) ----------------------------- HSBC USA Inc. (Exact name of obligor as specified in its charter) Maryland 13-2764867 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) HSBC USA Capital Trust VI (Exact name of obligor as specified in its charter) Delaware 13-7136674 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 452 Fifth Avenue New York, New York 10018 (212) 525-6100 (Address of principal executive offices) ----------------------------- Trust Preferred Securities (Title of the indenture securities) ================================================================================ 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 Treasury Department 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 Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None with respect to the trustee. No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13. Item 15. Foreign Trustee. Not applicable. Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility. Wells Fargo Bank incorporates by reference into this Form T-1 the exhibits attached hereto. Exhibit 1. a. A copy of the Articles of Association of the trustee now in effect.*** Exhibit 2. a. A copy of the certificate of authority of the trustee to commence business issued June 28, 1872, by the Comptroller of the Currency to The Northwestern National Bank of Minneapolis.* b. A copy of the certificate of the Comptroller of the Currency dated January 2, 1934, approving the consolidation of The Northwestern National Bank of Minneapolis and The Minnesota Loan and Trust Company of Minneapolis, with the surviving entity being titled Northwestern National Bank and Trust Company of Minneapolis.* c. A copy of the certificate of the Acting Comptroller of the Currency dated January 12, 1943, as to change of corporate title of Northwestern National Bank and Trust Company of Minneapolis to Northwestern National Bank of Minneapolis.* d. A copy of the letter dated May 12, 1983 from the Regional Counsel, Comptroller of the Currency, acknowledging receipt of notice of name change effective May 1, 1983 from Northwestern National Bank of Minneapolis to Norwest Bank Minneapolis, National Association.* e. A copy of the letter dated January 4, 1988 from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation and merger effective January 1, 1988 of Norwest Bank Minneapolis, National Association with various other banks under the title of "Norwest Bank Minnesota, National Association."* f. A copy of the letter dated July 10, 2000 from the Administrator of National Banks for the Comptroller of the Currency certifying approval of consolidation effective July 8, 2000 of Norwest Bank Minnesota, National Association with various other banks under the title of "Wells Fargo Bank Minnesota, National Association."**** Exhibit 3. A copy of the authorization of the trustee to exercise corporate trust powers issued January 2, 1934, by the Federal Reserve Board.* Exhibit 4. Copy of By-laws of the trustee as now in effect.*** Exhibit 5. Not applicable. Exhibit 6. The consent of the trustee required by Section 321(b) of the Act. Exhibit 7. Incorporated by reference to filing reference number 005-38689 Exhibit 8. Not applicable. Exhibit 9. Not applicable. * Incorporated by reference to exhibit number 25 filed with registration statement number 33-66026. *** Incorporated by reference to exhibit T3G filed with registration statement number 022-22473. **** Incorporated by reference to exhibit number 25.1 filed with registration statement number 001-15891. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank Minnesota, National Association, 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 Minneapolis and State of Minnesota on the 4th day of September, 2002. WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION By: /s/ Joseph P. O'Donnell ----------------------- Joseph P. O'Donnell Corporate Trust Officer EXHIBIT 6 September 4, 2002 Securities and Exchange Commission Washington, D.C. 20549 Gentlemen: In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor. Very truly yours, WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION By: /s/ Joseph P. O'Donnell ----------------------- Joseph P. O'Donnell Corporate Trust Officer -----END PRIVACY-ENHANCED MESSAGE-----