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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
METROPOLITAN FINANCIAL CORP. METROPOLITAN CAPITAL TRUST II
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(Exact Name of Registrant as Specified (Exact Name of Registrant as Specified
in Its Charter) in Its Trust Agreement)
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OHIO DELAWARE
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(State of Incorporation or Organization) (State of Incorporation or Organization)
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34-1109469 34-7091236
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(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
6001 Landerhaven Drive
Mayfield Heights, Ohio 44124
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(Address, including zip code, of Principal Executive Offices)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ X ]
Securities Act registration statement file numbers to which this form relates:
No. 333-72991 and No. 333-72991-01.
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
_____% Cumulative Trust Preferred Securities of Metropolitan Capital Trust II
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The information relating to the Registrants' securities
required by Item 202 of Regulation S-K is hereby incorporated by
reference to the information presented under the captions "Description
of the Preferred Securities," "Description of the Junior Subordinated
Debentures," "Description of the Guarantee" and "Relationship Among the
Preferred Securities, the Junior Subordinated Debentures, the Expense
Agreement and the Guarantee" in the Registrants' Registration Statement
on Form S-1 (Registration No. 333-72991 and 333-72991-01) originally
filed with the Commission on February 26, 1999, as amended by Amendment
No. 1 to Form S-1 filed on March 17, 1999, Amendment No. 2 to Form S-1
filed on April 2, 1999, and Amendment No. 3 to Form S-1 filed on May 3,
1999, (the "Form S-1"), and the same sections in the Prospectus to be
filed pursuant to Rule 424(b) which are deemed to be incorporated by
reference herein.
ITEM 2. EXHIBITS
4.1 Form of Indenture of Metropolitan Financial Corp.
relating to the Junior Subordinated Debentures (1)
4.2 Form of Certificate of Junior Subordinated Debenture
(included as an exhibit to Exhibit 4.1 to the Form
S-1)
4.3 Certificate of Trust of Metropolitan Capital Trust
II (2)
4.4 Form of Amended and Restated Trust Agreement of
Metropolitan Capital Trust II (3)
4.5 Form of Trust Preferred Security Certificate for
Metropolitan Capital Trust II (included as an
exhibit to Exhibit 4.4 to the Form S-1)
4.6 Form of Guarantee of Metropolitan Financial Corp.
relating to the Trust Preferred Securities (4)
(1) Incorporated by reference to Exhibit 4.1 to the Form S-1.
(2) Incorporated by reference to Exhibit 4.3 to the Form S-1.
(3) Incorporated by reference to Exhibit 4.4 to the Form S-1.
(4) Incorporated by reference to Exhibit 4.6 to the Form S-1.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrants have duly caused this registration statement to be
signed on their behalf by the undersigned, thereunto duly authorized.
METROPOLITAN FINANCIAL CORP.
Date: May 11, 1999 By: /s/ David G. Lodge
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David G. Lodge, President, Assistant
Secretary and Assistant Treasurer
METROPOLITAN CAPITAL TRUST II
By: METROPOLITAN FINANCIAL CORP.,
AS DEPOSITOR
Date: May 11, 1999 By: /s/ David G. Lodge
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David G. Lodge, President, Assistant
Secretary and Assistant Treasurer
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