SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of
the Securities Exchange Act of 1934
HSBC Americas, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 22-1093160
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(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
One Marine Midland Center,
Buffalo, New York, 14203
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(Address of Principal Executive (Zip Code)
offices for both registrants)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
debt securities and is ef- debt securities and is to
fective upon filing pursuant become effective simultan-
to General Instruction eously with the effective-
A(c)(1) please check the ness of a concurrent regis-
following box. [X] tration statement under the
Securities Act of 1933
pursuant to General
Instruction A(c)(2) please
check the following box. [ ]
Securities to be registered pursuant to Section 12(b)
of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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7.00% Subordinated Notes New York Stock Exchange, Inc.
due November 1, 2006
Securities to be registered pursuant to Section 12(g)
of the Act:
None
(Title of class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
The particular terms of the 7.00% Subordinated Notes due
November 1, 2006 are described in the Prospectus dated October
24, 1996, included in the Registration Statement on Form S-3 (the
"Registration Statement") of HSBC Americas, Inc. (the
"Corporation") (File No. 333-05801), as supplemented by the
prospectus supplement dated October 29, 1996, as filed with the
Securities and Exchange Commission pursuant to Rule 424(b)(2)
under the Securities Act of 1933, as amended, and such
descriptions are incorporated by reference herein.
Item 2. Exhibits.
The following exhibits are hereby incorporated by reference
from the Registration Statement on Form S-3 (File No. 333-05801)
of HSBC Americas, Inc.:
Exhibit No. Exhibit Description
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1(a) Form of Underwriting Agreement relating to the Debt
Securities.
4(a) Restated Certificate of Incorporation of the
Corporation, as amended through June 12, 1996,
incorporated in the Registration Statement by
reference to Exhibit 3(a) to the Corporation's
Annual Report on Form 10-K for the year ended
December 31, 1995 (File No. 1-2940).
4(b) By-laws of the Corporation, as amended through June
12, 1996, incorporated in the Registration Statement
by reference to Exhibit 3(b) to the Corporation's
Annual Report on Form 10-k for the year ended
December 31, 1995 (File No. 1-2940).
4(c) Form of Senior Indenture, between the Corporation
and Bankers Trust Company ("Bankers Trust"), as
Trustee.
4(d) Form of Subordinated Indenture, between the
Corporation and Bankers Trust, as Trustee.
5 Opinion of Cleary, Gottlieb, Steen & Hamilton
12(a) Computation of the Corporation's Consolidated Ratio
of Earnings to Fixed Charges (excluding interest on
deposits).
12(b) Computation of the Corporation's Consolidated Ratio
of Earnings to Fixed Charges (including interest on
deposits).
12(c) Computation of the Corporation's Consolidated Ratio
of Earnings to Combined Fixed Charges and Preferred
Stock Dividend Requirements (excluding interest on
deposits).
<PAGE>
12(d) Computation of the Corporation's Consolidated Ratio
of Earnings to Combined Fixed Charges and Preferred
Stock Dividend Requirements (including interest on
deposits).
21 Subsidiaries of the Corporation. The Corporation's
only significant subsidiary, as defined, is Marine
Midland Bank, a state bank organized under the laws
of New York State.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of KPMG Peat Marwick LLP.
23(c) Consent of Cleary, Gottlieb, Steen & Hamilton
(included in the opinion filed in the Registration
Statement as Exhibit 5).
24 Power of Attorney of certain officers and directors.
25 From T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of Bankers Trust, as Trustee.
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<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
HSBC AMERICAS, INC.
By: /s/ Robert M. Butcher
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Robert M. Butcher
Executive Vice President
and Chief Financial Officer
Date: August 11, 1998
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