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Form 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SUCCESS BANCSHARES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 36-3497644
(State of Incorporation or organization) (IRS Employer Identification No.)
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SUCCESS CAPITAL TRUST I
(Exact name of Registrant as specified in its charter)
DELAWARE 36-4223071
(State of Incorporation or organization) (IRS Employer Identification No.)
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One Marriott Drive, Lincolnshire, Illinois 60069
(Address of principal executive offices) (Zip Code)
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Securities to be registered pursuant to Section 12(b) to the Act: None
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), 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), check following box. / X /
Securities Act registration statement file number to which this form
relates: 333-51271 and 333-51271-01 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
8.95% Cumulative Trust Preferred Securities of Success Capital Trust I
(Title of Class)
8.95% Junior Subordinated Deferrable Interest Debentures of Success
Bancshares, Inc.
(Title of Class)
Guarantee of Success Bancshares, Inc. with respect to Trust
Preferred Securities
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The information required by this item is included in the
sections captioned "Description of Trust Preferred Securities," "Description of
Junior Subordinated Debentures," "Book-Entry Issuance," "Description of
Guarantee" and "Relationship Among the Trust Preferred Securities, the Junior
Subordinated Debentures and the Guarantee" of the Prospectus included as part
of the Registrants' Registration Statement on Form S-1, as amended (File No.
333-51271 and 333-51271-01), which sections are hereby incorporated by
reference.
ITEM 2. EXHIBITS.
The following documents are filed herewith unless noted as being
incorporated by reference pursuant to Rule 12(b)-32.
*4.1 Form of Subordinated Indenture relating to the Junior
Subordinated Debentures.
*4.2 Form of Junior Subordinated Debenture Certificate
(included as an exhibit to Exhibit 4.1).
*4.3 Certificate of Trust of Success Capital Trust I.
*4.4 Form of Amended and Restated Trust Agreement of Success
Capital Trust I.
*4.5 Form of Trust Preferred Security Certificate of Success
Capital Trust I (included as an exhibit to Exhibit 4.4)
*4.6 Form of Guarantee Agreement of Success Bancshares, Inc.
relating to the Trust Preferred Securities.
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* Incorporated by reference to the Registration Statement on Form S-1 (No.
333-51271 and 333-51271-01) filed by Success Bancshares Inc. and Success
Capital Trust I with the Commission on April 28, 1998.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, each of the Registrants has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
SUCCESS BANCSHARES, INC.
Dated: May 14, 1998 By: /s/ Saul D. Binder
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Saul D. Binder, President and Chief
Executive Officer
SUCCESS CAPITAL TRUST I
Dated: May 14, 1998 By: /s/ Saul D. Binder
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Saul D. Binder, Administrative Trustee
By: /s/ Marlene Sachs
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Marlene Sachs, Administrative Trustee
By: /s/ Ronald W. Tragasz
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Ronald W. Tragasz, Administrative Trustee
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EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT TITLE
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*4.1 Form of Subordinated Indenture relating to the Junior
Subordinated Debentures
*4.2 Form of Junior Subordinated Debenture Certificate
(included as an exhibit to Exhibit 4.1)
*4.3 Certificate of Trust of Success Capital Trust I
*4.4 Form of Amended and Restated Trust Agreement of Success
Capital Trust I
*4.5 Form of Trust Preferred Security Certificate of Success
Capital Trust I (included as an exhibit to Exhibit 4.4)
*4.6 Form of Guarantee Agreement of Success Bancshares, Inc.
relating to the Trust Preferred Securities
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* Incorporated by reference to the Registration Statement on Form S-1
(No. 333-51271 and 333-51271-01) filed by Success Bancshares Inc. and Success
Capital Trust I with the Commission on April 28, 1998.
