1
Exhibit 25(a)
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)
HSBC BANK USA
(Exact name of trustee as specified in its charter)
New York 13-2774727
(Jurisdiction of incorporation (I.R.S. Employer
or organization if not a U.S. Identification No.)
national bank)
140 Broadway, New York, NY 10005-1180
(212) 658-1000 (Zip Code)
(Address of principal executive offices)
Warren L. Tischler
Senior Vice President
HSBC Bank USA
140 Broadway
New York, New York 10005-1180
Tel: (212) 658-5167
(Name, address and telephone number of agent for service)
NIAGARA MOHAWK POWER CORPORATION
(Exact name of obligor as specified in its charter)
New York 15-0265555
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
300 Erie Boulevard West
Syracuse, New York 13202
(315) 474-1511 (Zip Code)
(Address of principal executive offices)
Debt Securities
(Title of Indenture Securities)
2
General
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervisory authority to
which it is subject.
State of New York Banking Department.
Federal Deposit Insurance Corporation, Washington, D.C.
Board of Governors of the Federal Reserve System,
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
3
Item 16. List of Exhibits
Exhibit
T1A(i) (1) Copy of the Organization Certificate of HSBC Bank USA.
T1A(ii) (1) Certificate of the State of New York Banking Department
dated December 31, 1993 as to the authority of HSBC Bank
USA to commence business as amended effective on March
29, 1999.
T1A(iii) Not applicable.
T1A(iv) (1) Copy of the existing By-Laws of HSBC Bank USA as adopted
on January 20, 1994 as amended on October 23, 1997.
T1A(v) Not applicable.
T1A(vi) (2) Consent of HSBC Bank USA required by Section 321(b) of
the Trust Indenture Act of 1939.
T1A(vii) Copy of the latest report of condition of the trustee
(December 31, 1999), published pursuant to law or the
requirement of its supervisory or examining authority.
T1A(viii) Not applicable.
T1A(ix) Not applicable.
(1) Exhibits previously filed with the Securities and Exchange Commission
with registration No. 022-22429 and incorporated herein by reference
thereto.
(2) Exhibit previously filed with the Securities and Exchange Commission
with Registration No. 33-53693 and incorporated herein by reference
thereto.
4
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
HSBC Bank USA, a banking corporation and trust company organized under the laws
of the State of New York, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of New York and State of New York on the 29h day of March, 2000.
HSBC BANK USA
By: /s/ James M. Foley
----------------------------
James M. Foley
Assistant Vice President
5
EXHIBIT T1A (VII)
Board of Governors of the Federal Reserve System
OMB Number: 7100-0036
Federal Deposit Insurance Corporation
OMB Number: 3064-0052
Office of the Comptroller of the Currency
OMB Number: 1557-0081
FEDERAL FINANCIAL INSTITUTIONS EXAMINATION COUNCIL Expires March 31, 2000
Please refer to page i,
Table of Contents, /1/
for the required disclosure -
of estimated burden.
CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR
A BANK WITH DOMESTIC AND FOREIGN OFFICES--FFIEC 031
REPORT AT THE CLOSE OF BUSINESS DECEMBER 31, 1999 19980930
------------
RCRI 9999
This report is required by law; 12 U.S.C. Section324 (State member banks); 12
U.S.C. Section 1817 (State nonmember banks); and 12 U.S.C. Section161 (National
banks).
NOTE: The Reports of Condition and Income must be signed by an authorized
officer and the Report of Condition must be attested accordance to by not less
than two directors (trustees) for State nonmember banks and three directors for
State member and National Banks.
I, Gerald A. Ronning, Executive VP & Controller
- --------------------------------------------------------
Name and Title of Officer Authorized to Sign Report
of the named bank do hereby declare that these Reports of Condition and Income
(including the supporting schedules) have been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and are true
to the best of my knowledge and believe.
/s/ Gerald A. Ronning
- --------------------------------------------------------
Signature of Officer Authorized to Sign Report
2/9/00
- -----------------------------------------------------------------
Date of Signature
This report form is to be filed by banks with branches and consolidated
subsidiaries in U.S. territories and possessions, Edge or Agreement
subsidiaries, foreign branches, consolidated foreign subsidiaries, or
International Banking Facilities.
The Reports of Condition and Income are to be prepared in with Federal
regulatory authority instructions.
We, the undersigned directors (trustees), attest to the correctness of this
Report of Condition (including the supporting schedules) and declare that it has
been examined by us and to the best of our knowledge and belief has been
prepared in conformance with the instructions issued by the appropriate Federal
regulatory authority and is true and correct.
/s/ Youssef Nasr
- -----------------------------------------------------------------
Director (Trustee)
/s/ Bernard J. Kennedy
- -----------------------------------------------------------------
Director (Trustee)
/s/ Sal H. Alfiero
- -----------------------------------------------------------------
Director (Trustee)
SUBMISSION OF REPORTS
Each Bank must prepare its Reports of Condition and Income
either:
(a) in electronic form and then file the computer data file directly with the
banking agencies' collection agent, Electronic Data System Corporation
(EDS), by modem or computer diskette; or
b) in hard-copy (paper) form and arrange for another party to convert the
paper report to automated for. That party (if other than EDS) must
transmit the bank's computer data file to EDS.
For electronic filing assistance, contact EDS Call report Services, 2150 N.
Prospect Ave., Milwaukee, WI 53202, telephone (800) 255-1571.
To fulfill the signature and attestation requirement for the Reports of
Condition and Income for this report date, attach this signature page to the
hard-copy f the completed report that the bank places in its files.
FDIC Certificate Number 0 0 5 8 9
(RCRI 9030)
http://WWW.BANKING.US.HSBC.COM
- ----------------------------------------------------
Primary Internet Web Address of Bank (Home Page), if any (TEXT 4087)
(Example: www.examplebank.com)
HSBC Bank USA
- ----------------------------------------------------
Legal Title of Bank (TEXT 9010)
Buffalo
- ----------------------------------------------------
City (TEXT 9130)
N.Y. 14203
- ----------------------------------------------------
State Abbrev. (TEXT 9200) ZIP Code (TEXT 9220)
Board of Governors of the Federal Reserve System, Federal Deposit Insurance
Corporation, Office of the Comptroller of the Currency
6
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the
HSBC Bank USA of Buffalo
Name of Bank City
in the state of New York, at the close of business December 31, 1999
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.
ASSETS
Thousands of dollars
Cash and balances due from depository institutions:
Non-interest-bearing balances currency and coin $ 1,927,492
Interest-bearing balances 3,997,445
Held-to-maturity securities 4,535,288.00
Available-for-sale securities 18,309,649
Federal funds sold and securities purchased under agreements to resell 2,318,361
Loans and lease financing receivables:
Loans and leases net of unearned income $ 36,623,321
LESS: Allowance for loan and lease losses 622,000
LESS: Allocated transfer risk reserve -
Loans and lease, net of unearned income, allowance, and reserve $ 36,001,321
Trading assets 4,204,059
Premises and fixed assets (including capitalized leases) 727,649
Other real estate owned 11,298
Investments in unconsolidated subsidiaries and associated companies 2,512,034
Customers' liability to this bank on acceptances outstanding 234,582
Intangible assets 2,998,913
Other assets 1,841,298
Total assets 79,619,389
7
LIABILITIES
Deposits:
In domestic offices 34,894,384
Non-interest-bearing 5,741,654
Interest-bearing 29,152,730
In foreign offices, Edge and Agreement subsidiaries, and IBFs 23,623,038
Non-interest-bearing 187,760
Interest-bearing 23,435,278
Federal funds purchased and securities sold under agreements to repurchase 1,414,868
Demand notes issued to the U.S. Treasury 100,497
Trading Liabilities 2,427,971
Other borrowed money (including mortgage indebtedness and obligations under
capitalized leases):
With a remaining maturity of one year or less 3,038,961
With a remaining maturity of more than one year through three years 699,905
With a remaining maturity of more than three years 524,195
Bank's liability on acceptances executed and outstanding 234,756
Subordinated notes and debentures 1,648,278
Other liabilities 1,620,681
Total liabilities 70,227,534
EQUITY CAPITAL
Perpetual preferred stock and related surplus -
Common Stock 205,000
Surplus 9,080,868
Undivided profits and capital reserves 158,870
Net unrealized holding gains (losses) on available-for-sale securities (52,893)
Accumulated net gain (losses) on cash flow hedges -
Cumulative foreign currency translation adjustments -
Total equity capital 9,391,845
Total liabilities and equity capital 79,619,379