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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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MP&L CAPITAL I
(Exact name of registrant as specified in its Trust Agreement)
Delaware To Be Applied For
(State of incorporation or (I.R.S. Employer
organization) Identification No.)
30 West Superior Street
Duluth, Minnesota 55802
(Address of principal executive offices, including zip code)
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Securities to be registered pursuant to Section 12(b) of the
Act:
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Title of each class Name of each exchange on which
to be so registered each class is to be so
registered
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8.05% Quarterly Income
Preferred Securities New York Stock Exchange
("QUIPS(sm)")(and the
Guarantee with respect
thereto)
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If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
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(g) of the
Act: None
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The Commission is respectfully requested to send copies of all
notices, orders and communications to:
Robert J. Reger, Jr., Esq.
Reid & Priest LLP
40 West 57th Street
New York, New York 10019
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<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
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The securities to be registered hereby are 8.05% Quarterly
Income Preferred Securities (the "Preferred Securities"), of MP&L
Capital I, a Delaware business trust. The Preferred Securities
represent undivided beneficial interests in the assets of MP&L
Capital I and are guaranteed by Minnesota Power & Light Company
(the "Company"), a Minnesota corporation, to the extent set forth
in the form of the Guarantee Agreement by the Company to The Bank
of New York, as Guarantee Trustee (the "Guarantee"). The
Guarantee is incorporated by reference to Exhibit 4(d) to the
Registration Statement on Form S-3 of the Company and MP&L
Capital I (Registration Nos. 333-01035-01 and 333-01035) filed
with the Securities and Exchange Commission (the "Commission") on
February 16, 1996 and amended by Amendment No. 1 filed with the
Commission on March 11, 1996 and Amendment No. 2 filed with the
Commission on March 14, 1996. Such registration statement, as so
amended (the "Registration Statement"), became effective on March
14, 1996. The particular terms of the Preferred Securities and
Guarantee are described in the Prospectus, dated March 15, 1996
(the "Prospectus"), filed with the Commission on March 18, 1996
pursuant to Rule 424 under the Securities Act of 1933, as
amended, in connection with the Registration Statement. The
Prospectus is incorporated by reference herein as set forth in
Item 2 below.
Item 2. Exhibits.
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The Preferred Securities described herein are to be
registered on the New York Stock Exchange, on which no other
securities of MP&L Capital I are registered. Accordingly, the
following Exhibits required in accordance with Part II to the
instructions as to Exhibits to Form 8-A have been duly filed with
the New York Stock Exchange. Each Exhibit was previously filed
as indicated below with the Securities and Exchange Commission
and is incorporated herein by reference.
Exhibit Description and Method
Number of Filing
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1(a) The Prospectus Filed pursuant to Rule
424 in connection with
the Registration
Statement of the
Company and MP&L
Capital I (Reg. Nos.
333-01035-01 and 333-
01035).
4(a) Certificate of Trust of Filed as Exhibit 4(b)
MP&L Capital I to the Registration
(contained in the Form Statement of the
of Amended and Restated Company and MP&L
Trust Agreement of MP&L Capital I (Reg. Nos.
Capital I) 333-01035-01 and 333-
01035).
4(b) Trust Agreement of MP&L Filed as Exhibit 4(a)
Capital I to the Registration
Statement of the
Company and MP&L
Capital I (Reg. Nos.
333-01035-01 and 333-
01035).
4(c) Form of Amended and Filed as Exhibit 4(b)
Restated Trust to the Registration
Agreement of MP&L Statement of the
Capital I Company and MP&L
Capital I (Reg. Nos.
333-01035-01 and 333-
01035).
4(d) Form of Indenture Filed as Exhibit 4(c)
between the Company and to the Registration
The Bank of New York, Statement of the
as Trustee Company and MP&L
Capital I (Reg. Nos.
333-01035-01 and 333-
01035).
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sm QUIPS is a servicemark of Goldman, Sachs & Co.
<PAGE>
4(e) Form of Subordinated Filed as Exhibit 4(c)
Debenture (contained in to the Registration
the Form of Indenture) Statement of the
Company and MP&L
Capital I (Reg. Nos.
333-01035-01 and 333-
01035).
4(f) Form of Guarantee Filed as Exhibit 4(d)
Agreement to the Registration
Statement of the
Company and MP&L
Capital I (Reg. Nos.
333-01035-01 and 333-
01035).
5(a) Form of Preferred Filed as Exhibit 4(g)
Security to the Registration
Statement of the
Company and MP&L
Capital I (Reg. Nos.
333-01035-01 and 333-
01035).
<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, thereto duly authorized.
Dated: March 18, 1996 MP&L CAPITAL I
By: /s/ Robert J. Reger, Jr.
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(Authorized Representative)
