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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
NORAM FINANCING I
______________________________________________________
(Exact Name of Registrant as Specified in its Charter)
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<S> <C>
Delaware Applied for
________________________________________ ___________________________________
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
c/o NorAm Energy Corp.
1600 Smith Street, 32nd Floor
Houston, Texas 77002
_______________________________________ ____________________________________
(Address of Principal Offices) (Zip Code)
If this Form relates to the regis- If this Form relates to the registration
tration of a class of debt secu- of a class of debt securities and is to
rities and is effective upon filing become effective simultaneously
pursuant to General Instruction with the effectiveness of a concur-
A(c)(1) please check the following rent registration statement under the
box. __ Securitites 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
------------------- ------------------------------
__ % Convertible Trust Originated New York Stock Exchange
Preferred Securities (and the
Guarantee with respect thereto)
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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 __ %
Convertible Trust Originated Preferred Securities (the "Preferred Securities"),
representing undivided beneficial interests in the assets of NorAm Financing I,
a statutory business trust created under the laws of the State of Delaware (the
"Trust").
For a description of the Preferred Securities, reference is made to
the information set forth under the headings "Description of the Preferred
Securities" and "Description of the Preferred Securities Guarantees" in the
Registration Statement on Form S-3 (Registration No. 33-64001) filed with the
Securities and Exchange Commission (the "Commission") on November 6, 1995 under
the Securities Act of 1933, as amended (the "Act"), Amendment No. 1 thereto
filed with the Commission on January 1, 1996 and Amendment No. 2 thereto filed
with the Commission on March 7, 1996 (such Registration Statement, as so
amended, being hereinafter referred to as the "Registration Statement"), which
description is incorporated herein by reference. Definitive copies of the
prospectus and the prospectus supplement describing the Preferred Securities
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.
Item 2. Exhibits.
2.1 Certificate of Trust dated November 2, 1995 of NorAm
Financing I (incorporated herein by reference to Exhibit 4.4
to the Registration Statement).
2.2 Form of Amended and Restated Declaration of NorAm
Financing I (incorporated herein by reference to Exhibit 4.6
to the Registration Statement).
2.3 Form of Preferred Security (incorporated herein by reference
to Exhibit A-1 to Exhibit 4.6 and Exhibit 4.11 to the
Registration Statement).
2.4 Form of Preferred Securities Guarantee for the benefit of the
holders of Preferred Securities of NorAm Financing I
(incorporated herein by reference to Exhibit 4.15 to the
Registration Statement)
2.5 Form of Indenture relating to subordinate debt securities
between NorAm Energy Corp. and The Bank of New York, as
trustee (incorporated herein by reference to Exhibit 4.8 to
the Registration Statement).
2.6 Form of Supplemental Indenture to be used in connection with
the issuance of convertible subordinated debt securities and
Preferred Securities (incorporated herein by reference to
Exhibit 4.9 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, thereunto duly authorized.
NORAM FINANCING I
Dated: May 14, 1996 By: /s/ MICHAEL B. BRACY
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Michael B. Bracy, Trustee
By: /s/ MICHAEL A. CREEL
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Michael A. Creel, Trustee
NORAM ENERGY CORP.,
Sponsor of the Registrant and Guarantor
under the Guarantee
By: /s/ MICHAEL A. CREEL
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Name: Michael A. Creel
Title: Vice President and Treasurer
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