HSBC FINANCE CORPORATION (Exact name of registrant as specified in its charter)

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report: March 8, 2007 Commission file number HSBC FINANCE CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of incorporation) 2700 Sanders Road, Prospect Heights, Illinois (Address of principal executive offices) (IRS Employer Identification Number) (Zip Code) Registrant's telephone number, including area code (847) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

2 Item Other Events. On December 21, 2005, HSBC Finance Corporation (the Company ) filed with the Securities and Exchange Commission a registration statement on Form S-3 (Registration No ), as amended, relating to the offering of the Company s Debt Securities and Warrants to Purchase Debt Securities, Preferred Stock and Depositary Shares. The documents filed as exhibits to this Current Report on Form 8-K under Item 9.01 are being filed as additional exhibits to the Company s registration statement referenced above. Item Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.12 Indenture for Senior Debt Securities dated as of March 7, 2007 between HSBC Finance Corporation and Wells Fargo Bank, National Association Statement of eligibility and qualification of Wells Fargo Bank, National Association. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. HSBC FINANCE CORPORATION By: /s/ Craig T. Thiele Name: Craig T. Thiele Title: Vice President - Treasury Dated: March 8, 2007 EXHIBIT INDEX Exhibit No. Description 4.12 Indenture for Senior Debt Securities dated as of March 7, 2007 between HSBC Finance Corporation and Wells Fargo Bank, National Association Statement of eligibility and qualification of Wells Fargo Bank, National Association.

3 EXHIBIT 4.12 INDENTURE FOR SENIOR DEBT SECURITIES dated as of March 7, 2007 This Indenture, dated as of the 7th day of March, 2007, between HSBC Finance Corporation, a corporation duly organized and existing under the laws of the state of Delaware (hereinafter called the Company or HSBC Finance ) and having its principal office at 2700 Sanders Road, Prospect Heights, Illinois 60070, and Wells Fargo Bank, National Association, a national banking association organized and existing by virtue of the federal banking laws of the United States of America (hereinafter called the Trustee ), and having its principal Corporate Trust Office at Minneapolis, Minnesota. WITNESSETH: WHEREAS, the Company deems it necessary from time to time to borrow money for its corporate purposes and to issue its debt securities therefor, and to that end has duly authorized and directed the execution and delivery of this Indenture to provide for one or more series of its unsecured debentures, notes, or other evidences of indebtedness, issuable as provided herein; and WHEREAS, all things necessary to make this Indenture a valid agreement of HSBC Finance, in accordance with its terms, have been done. Now, Therefore, This Indenture Witnesseth: For and in consideration of the premises and the purchase of Notes to be issued hereunder by Holders thereof, it is mutually covenanted an agreed, for the equal proportionate benefit of all Holders, as follows: Article 1. Standard Provisions. All of the terms, conditions, covenants and provisions contained in the Company s Amended and Restated Standard Multiple-Series Indenture Provisions for Senior Debt Securities dated as of December 15, 2004 (the Provisions ), a copy of which is attached hereto, are incorporated herein by reference in their entirety and shall be deemed to be a part hereof to the same extent as if such provisions had been set forth in full herein. All capitalized terms which are used herein and not otherwise defined herein are defined in the Provisions and are used herein with the same meanings as in the Provisions. The Provisions, together with this Indenture, are deemed to be the Indenture.

4 TESTIMONIUM This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. In Witness Whereof, the parties hereto have caused this Indenture to be duly executed and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first written above. HSBC FINANCE CORPORATION /s/ William H. Kesler By: William H. Kesler Title: Senior Vice President - Treasurer Attest: /s/ M. Forde Michael J. Forde Assistant Secretary WELLS FARGO BANK, NATIONAL ASSOCIATION /s/ Patricia B. Martirano By: Patricia B. Martirano Title: Vice President Attest: /s/ Robert M. Selangowski Robert M. Selangowski Vice President

5 EXHIBIT 25.6 SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) WELLS FARGO BANK, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) A National Banking Association (Jurisdiction of incorporation or (I.R.S. Employer organization if not a U.S. national Identification No.) bank) 101 North Phillips Avenue Sioux Falls, South Dakota (Address of principle executive offices) (Zip Code) Wells Fargo & Company Law Department, Trust Section MAC N Sixth Street and Marquette Avenue, 17 th Floor Minneapolis, Minnesota (612) (Name, address and telephone number of agent for service) HSBC FINANCE CORPORATION (Exact name of obligor as specified in its charter) Delaware (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2700 Sanders Road Prospect Heights, Illinois (Address of principle executive offices) (Zip Code) Amended and Restated Standard Multiple-Series Indenture Provisions for Senior Debt Securities dated as of December 15, 2004 (Title of the indenture securities)

6 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. Federal Reserve Bank of San Francisco San Francisco, California (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. Exhibit 1. Exhibit 2. A copy of Articles of Incorporation of the trustee now in effect.* A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.** Exhibit 3. See Exhibit 2. Exhibit 4. Exhibit 5. Exhibit 6. Exhibit 7. Exhibit 8. Exhibit 9. Copy of By-laws of the trustee as now in effect.*** Not applicable. The consent of the trustee required by Section 321(b) of the Act. A copy of the latest report of condition of the trustee published pursuant to law or to the requirements of its supervising or examining authority.**** Not applicable. Not applicable.

7 * Incorporated by reference to the exhibit of the same number to the trustee s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of Hornbeck Offshore Services LLC file number ** Incorporated by reference to the exhibit of the same number to the trustee s Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation filed number *** Incorporated by reference to the exhibit of the same number to the trustee s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of Penn National Gaming Inc. filed number **** Incorporated by reference to the exhibit of the same number to the trustee s Form T-1 filed as exhibit 99.2 to the Form T-3A dated November 22, 2006 of Satelites Mexicanos S.A. de C.V. filed number

8 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, 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 Chicago and State of Illinois on the 7 th day of March, WELLS FARGO BANK, NATIONAL ASSOCIATION /s/ Patricia B. Martirano Patricia B. Martirano Vice President

9 EXHIBIT 6 March 7, 2007 Securities and Exchange Commission Washington, D.C 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 therefore. Very truly yours, WELLS FARGO BANK, NATIONAL ASSOCIATION /s/ Patricia B. Martirano Vice President