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EXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION
UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
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FIRSTAR BANK, N.A.
(Exact name of Trustee as specified in its charter)
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A National Banking Association 41-0122055
(State of incorporation if not a national bank) (IRS Employer Identification No.)
101 East Fifth Street
Corporate Trust Department
St. Paul, Minnesota 55101
(Address of principal executive offices) (Zip Code)
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FIRSTAR BANK, N.A.
101 East Fifth Street
St. Paul, Minnesota 55101
(651) 229-2600
(Exact name, address and telephone number of agent for service)
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STOCKWALK.COM GROUP, INC.
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Minnesota 41-1756256
(State of incorporation or other jurisdiction) (IRS Employer Identification No.)
5500 Wayzata Boulevard
Suite 800
Minneapolis, Minnesota 55416
(Address of principal executive offices) (Zip Code)
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% Convertible Subordinated Notes due 2005
(Title of Indenture Securities)
Exhibit 25.1-1
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Item 1. General Information. Furnish the following information as
to the trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
Comptroller of the Currency
Treasury Department
Washington, DC
Federal Deposit Insurance Corporation
Washington, DC
The Board of Governors of the Federal
Reserve System
Washington, DC
(b) The Trustee is authorized to exercise corporate trust
powers.
GENERAL
Item 2. Affiliations with Obligor and Underwriters. If the obligor or
any underwriter for the obligor is an affiliate of the
Trustee, describe each such affiliation.
None
See Note following Item 16.
Items 3-15 are not applicable because to the best of the Trustee's knowledge the
obligor is not in default under any Indenture for which the Trustee acts as
Trustee.
Item 16. List of Exhibits. Listed below are all the exhibits filed as
a part of this statement of eligibility and qualification.
Exhibits 1-4 are incorporated by reference from filing
333-48849.
Exhibit 1. Copy of Articles of Association of the
trustee now in effect.
Exhibit 2. a. A copy of the certificate of the
Comptroller of Currency dated
June 1, 1965, authorizing Firstar
Bank of Minnesota, N. A. to act as
fiduciary.
b. A copy of the certificate of
authority of the trustee to commence
business issued June 9, 1903, by the
Comptroller of the Currency to
Firstar Bank of Minnesota, N.A.
Exhibit 25.1-2
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Exhibit 3. A copy of the authorization of the
trustee to exercise corporate trust powers
issued by the Federal Reserve Board.
Exhibit 4. Copy of the By-Laws of the trustee as now in
effect.
Exhibit 5. Copy of each Indenture referred to in Item 4.
Exhibit 6. The consent of the trustee required by
Section 321(b) of the Act.
Exhibit 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.
NOTE
The answers to this statement insofar as such answers relate to what
persons have been underwriters for any securities of the obligor within three
years prior to the date of filing this statement, or what persons are owners of
10% or more of the voting securities of the obligor, or affiliates, are based
upon information furnished to the Trustee by the obligor. While the Trustee has
no reason to doubt the accuracy of any such information, it cannot accept any
responsibility therefor.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
Trustee, a national banking association organized and existing under the laws of
the United States, has duly caused this statement of eligibility and
qualification to be signed on its behalf by the undersigned, thereunto duly
authorized, and its seal to be hereunto affixed and attested, all in the City of
Saint Paul and State of Minnesota on the 19th day of May, 2000.
FIRSTAR BANK, N.A.,
(Seal)
/s/ Frank P. Leslie
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Frank P. Leslie III, Vice President
Exhibit 25.1-3
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EXHIBIT 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939,
the undersigned, Firstar Bank of Minnesota, N.A., hereby consents that reports
of examination of the undersigned by Federal, State, Territorial or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon its request therefor.
Dated: May 19, 2000
FIRSTAR BANK, N.A.,
/s/ Frank P. Leslie
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Frank P. Leslie III, Vice President
Exhibit 25.1-4
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EXHIBIT 7
CONSOLIDATED REPORT OF CONDITION
FIRSTAR BANK, N.A.
for 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.
BALANCE SHEET
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ASSETS DOLLAR AMOUNTS IN
THOUSANDS
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1. Cash and balances due from depository institutions
a. Noninterest-bearing balances and currency and coin $2,212,528
b. Interest-bearing balances 53,411
2. Securities:
a. Held-to-maturity securities 194,454
b. Available-for-sale securities 5,901,086
3. Federal funds sold and securities purchased under agreements
to resell 793,301
4. Loans and lease financing receivables
a. Loans and leases, net of unearned income 28,054,743
b. LESS: Allowance for loan and lease losses 370,697
c. LESS: Allocated transfer risk reserve 0
d. Loans and leases, net of unearned income, allowance and reserve 27,684,046
5. Trading Assets 32,233
6. Premises and Fixed Assets (including capitalized leases) 607,838
7. Other Real Estate Owned 8,094
8. Investments in unconsolidated subsidiaries and associated companies 110,506
9. Customers' liability to this bank on acceptances outstanding 11,594
10. Intangible Assets 959,264
11. Other Assets 1,595,733
12. Total Assets 40,164,088
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Exhibit 25.1-5
