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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MedPartners, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 63-1151076
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
3000 Galleria Tower, Suite 1000
Birmingham, Alabama 35244
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(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration If this Form relates to the
of a class of debt securities and is registration of a class of debt
effective upon filing pursuant to securities and is to become
General Instruction A(c)(1) please check effective simultaneously with the
the following box. [ ] effectiveness of a concurrent
registration 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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Threshold Appreciation Price Securities New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The class of securities to be registered hereby is the ____% Threshold
Appreciation Price Securities ("TAPS") (SM) of MedPartners, Inc., a Delaware
corporation.
For a description of the TAPS, reference is made to the description
thereof contained in the Registration Statement on Form S-3 of MedPartners,
Inc., as amended (Registration No. 333-30921), filed with the Securities and
Exchange Commission, which description is incorporated herein by reference.
Copies of the final prospectus describing the TAPS will be filed pursuant to
Rule 424(b) under the Securities Act of 1933, as amended, and shall be
incorporated by reference into this Registration Statement on Form 8-A.
("Threshold Appreciation Price Securities" and "TAPS" are service marks of Smith
Barney Inc.)
ITEM 2. EXHIBITS
1. Form of Purchase Contract Agreement, between MedPartners, Inc.
and The First National Bank of Chicago, as Purchase Contract
Agent (incorporated herein by reference to Exhibit (4)-4 of
Amendment No. 2 to the Registration Statement).
2. Form of Pledge Agreement, among MedPartners, Inc., as
Collateral Agent, and PNC Bank, Kentucky, Inc., as Purchase
Contract Agent (incorporated herein by reference to Exhibit
(4)-5 of Amendment No. 2 to the Registration Statement).
3. Form of TAPS (incorporated herein by reference to Exhibit A of
Exhibit (4)-4 of Amendment No. 2 to the Registration
Statement).
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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, thereto duly authorized.
Dated: September 11, 1997
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MEDPARTNERS, INC.
By /s/ Tracy P. Thrasher
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Executive Vice President, Chief
Administrative Officer and
Corporate Secretary
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