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)___
_______________________
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 (ZIP CODE)
OFFICES)
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)
HSB GROUP, INC.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)
CONNECTICUT 06-1475343
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
ONE STATE STREET
HARTFORD, CONNECTICUT 06102
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
GUARANTEE OF GLOBAL FLOATING RATE CAPITAL SECURITIES, SERIES B
OF HSB CAPITAL I
(TITLE OF 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 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
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 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.
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 State of Illinois, on the 8th day of October,
1997.
THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE
BY /S/ RICHARD D. MANELLA
RICHARD D. MANELLA
VICE PRESIDENT AND SENIOR COUNSEL
* EXHIBITS 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).
EXHIBIT 6
THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT
October 8, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In connection with the qualification of a Guarantee of HSB Group, Inc.
relating to the Global Floating Rate Capital Securities, Series B, of HSB
Capital I, 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/ RICHARD D. MANELLA
RICHARD D. MANELLA
VICE PRESIDENT AND SENIOR COUNSEL
EXHIBIT 7
Legal Title
of Bank: The First National Call Date: 06/30/97 ST-BK:
Bank of Chicago 17-1630 FFIEC 031
Address: One First National Plaza,
Ste 0303 Page RC-1
City, State Zip: Chicago, IL 60670
FDIC Certificat: 0/3/6/1/8
CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 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
DOLLAR AMOUNTS IN C400
THOUSANDS RCFD BIL MIL THOU
ASSETS
1. Cash and balances due from depository
institutions (from Schedule RC-A):
a. Noninterest-bearing balances and
currency and coin(1)................... 0081 4,415,563 1.a.
b. Interest-bearing balances(2)........... 0071 7.049,275 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 4,455,173 2.b.
3. Federal funds sold and securities purchased
under agreements to resell................ 1350 4,604,233 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income
(from Schedule RC-C)................... RCFD 2122 24,185,099 4.a.
b. LESS: Allowance for loan and lease
losses................................. RCFD 3123 423,419 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 23,761,680 4.d.
5. Trading assets (from Schedule RD-D)........ 3545 6.930.216 5.
6. Premises and fixed assets (including
capitalized leases)........................ 2145 705,704 6.
7. Other real estate owned (from Schedule
RC-M)...................................... 2150 7,960 7.
8. Investments in unconsolidated subsidiaries
and associated companies (from Schedule
RC-M)...................................... 2130 64,504 8.
9. Customers' liability to this bank on
acceptances outstanding.................... 2155 562,251 9.
10. Intangible assets (from Schedule RC-M).... 2143 283,716 10.
11. Other assets (from Schedule RC-F)......... 2160 1,997,778 11.
12. Total assets (sum of items 1 through 11).. 2170 54,837,423 12.
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of
columns A and C from Schedule RC-E,
part 1)................................. RCON 2200 21,852,164 13.a
(1) Noninterest-bearing(1).............. RCON 6631 9,474,510 13.a.1
(2) Interest-bearing.................... RCON 6636 12,377,654 13.a.2
b. In foreign offices, Edge and Agreement
subsidiaries, and IBFs (from Schedule
RC-E, part II).......................... RCFN 2200 13,756,280 13.b.
(1) Noninterest bearing................. RCFN 6631 330,030 13.b.1
(2) Interest-bearing.................... RCFN 6636 13,426,250 13.b.2
14. Federal funds purchased and securities
sold under agreements to repurchase: RCFD 2800 3.827,159 14
15. a. Demand notes issued to the U.S.
Treasury............................... RCON 2840 40,307 15.a
b. Trading Liabilities(from Schedule
RC-D)................................... RCFD 3548 4,985,577 15.b
16. Other borrowed money:
a. With original maturity of one year
or less................................. RCFD 2332 2,337,018 16.a
b. With original maturity of than one year
through three years..................... A547 265,393 16.b
c. With a remaining maturity of more than
three years ............................ A548 322,175 16.c
17. Not applicable
18. Bank's liability on acceptance executed
and outstanding .......................... RCFD 2920 562,251 18
19. Subordinated notes and debentures (2)..... RCFD 3200 1,700,000 19
20. Other liabilities (from Schedule RC-G).... RCFD 2930 929,875 20
21. Total liabilities (sum of items 13
through 20)............................... RCFD 2948 50,618,199 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 2,948,616 25
26. a. Undivided profits and capital reserves.. RCFD 3632 1,059,214 26.a.
b. Net unrealized holding gains (losses)
on available-for-sale securities........ RCFD 8434 12,788 26.b.
27. Cumulative foreign currency translation
adjustments................................ RCFD 3284 (2,252) 27
28. Total equity capital (sum of items 23
through 27................................. RCFD 3210 4,219,224 28
29. Total liabilities and equity capital (sum
of items 21 and 28)........................ RCFD 3300 54,837,423 29
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
___________
| N/A |
auditors as of any date during 1996.......................RCFD 6724 ........ |___________| M.1.
1 = Independent audit of the bank conducted in 4. = Directors' examination of the bank performed
accordance with generally accepted auditing by other external auditors (may be
standards by a certified public accounting required by state chartering authority)
firm which submits a report on the bank 5 = Review of the bank's financial statements by
2 = Independent audit of the bank's parent external auditors
holding company conducted in accordance 6. = Compilation of the bank's financial statements
with generally accepted auditing standards by external auditors
by a certified public accounting firm which 7. = Other audit procedures (excluding tax preparation
submits a report on the consolidated holding work)
company (but not on the bank separately) 8. = No external audit work
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(1) Includes total demand deposits and noninterest-bearing time and
savings deposits.
(2) Includes limited-life preferred stock and related surplus.