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
NEW CF&I, INC
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(Exact name of registrant as specified in its charter)
Delaware 93-1086900
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(State of incorporation or (IRS Employer Identification No.)
organization)
1000 SW Broadway, Suite 2200,
Portland, Oregon 97205
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(Address of principal executive offices) (zip code)
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
None
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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. [X]
Securities to be registered pursuant to Section 12(g) of the Act:
Guarantees of First Mortgage Notes due 2003
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
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Reference is made to the caption "Description of the Notes" in the
Registration Statement on Form S-1 (Registration No. 333-02355) as filed
with the Securities and Exchange Commission (the "Commission") by the
Registrant on April 8, 1996, which is filed as Exhibit 4.2 hereto. A
description of the securities being registered will be included in the
final Prospectus to be filed with the Commission under Rule 424(b) under
the caption "Description of the Notes," and such description shall be
deemed incorporated by reference into this registration statement.
Item 2. Exhibits
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Exhibit Number Exhibit Title
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3.1 Certificate of Incorporation (incorporated by reference
to Exhibit 3.1 of the Registrant's Registration
Statement on Form S-1, as amended, filed April 8, 1996
(Registration No. 333-02355)) (the "Form S-1")
3.2 Bylaws (incorporated by reference to Exhibit 3.2 of the
Form S-1)
4.1 Form of Guarantee of First Mortgage Notes due 2003
4.2 The Registrant's Registration Statement on Form S-1
(Registration No. 333-02355) as filed with the
Commission on April 8, 1996 and incorporated herein by
reference
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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.
NEW CF&I, INC.
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(Registrant)
By: THOMAS B. BOKLUND
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Thomas B. Boklund
President and Chief Executive Officer
Dated: May 24, 1996
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EXHIBIT INDEX
Sequential
Exhibit Number Exhibit Title Page No.
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3.1 Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 of the Registrant's
Registration Statement on Form S-1, as
amended, filed April 8, 1996 (Registration No.
333-02355)) (the "Form S-1")
3.2 Bylaws (incorporated by reference to Exhibit 3.2
of the Form S-1)
4.1 Form of Guarantee of First Mortgage Notes
due 2003
4.2 The Registrant's Registration Statement on Form
S-1 (Registration No. 333-02355) as filed with
the Commission on April 8, 1996 and
incorporated herein by reference
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Exhibit 4.1
GUARANTEE
For value received, the Guarantors (which term includes the
undersigned and any persons who may subsequently become Guarantors under
the Indenture referred to in the Security upon which this Guarantee is
endorsed, and any of their respective successors under the Indenture) have
unconditionally guaranteed, jointly and severally, (i) the due and punctual
payment of the principal of, premium, if any, and interest on the
Securities (whether at Stated Maturity, upon acceleration, optional
redemption, required purchase or otherwise), the due and punctual payment
of interest on any overdue principal of, premium, if any, and, to the
maximum extent permitted by law, interest on the Securities, and the due
and punctual performance of all other obligations of the Company to the
Holders of the Securities and the Trustee under the Indenture, the Security
Documents, the Intercreditor Agreement and the Securities, all in
accordance with and subject to the terms of the Securities, the Indenture
and the Guarantee, and (ii) in case of any extension of time of payment or
renewal of any Securities or any of such other obligations, that the same
will be promptly paid in full when due or performed when due in accordance
with the terms of the extension or renewal. The validity and enforceability
of any Guarantee shall not be affected by the fact that it is not affixed
to any particular Security.
The obligations of the Guarantors to the Holders of Securities and
to the Trustee pursuant to the Guarantee and the Indenture are expressly
set forth in Article Ten of the Indenture and reference is hereby made to
the Indenture for the precise terms of the Guarantee and all of the other
provisions of the Indenture to which the Guarantee relates. All terms used
herein which are defined in the Indenture shall have the meanings assigned
to them in the Indenture.
A director, officer, employee, stockholder or limited partner, as
such, of a Guarantor shall not have any liability for any obligations of
such Guarantor under its Guarantee or the Indenture or for any claim based
on, in respect of or by reason of, such obligations or their creation by
reason of his, her or its status as such director, officer, employee,
stockholder or limited partner.
This Guarantee shall be governed by and construed in accordance
with the laws of the State of New York, without regard to conflicts of law
principles.
This Guarantee is subject to release upon the terms set forth in
the Indenture.
[Seal] NEW CF&I, INC.
Attest: By:
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Name: Name:
Title: Title:
CF&I STEEL, L.P.
[Seal] By: NEW CF&I, INC., its General Partner
Attest: By:
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Name: Name:
Title: Title:
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ASSIGNMENT FORM
If you want to assign this Security, fill in the form below and have your
signature guaranteed:
I or we assign and transfer this Security to
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(Insert assignee's social security or tax ID number) ___________________________
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(Print or type assignee's name, address and zip code) and irrevocably appoint
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agent to transfer this Security on the books of the Company. The agent may
substitute another to act for him.
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Date: ____________________________ Your signature: _________________________
(Sign exactly as your name appears on the
other side of this Security)
Signature Guarantee: ___________________________________________________________
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