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As filed with the Securities and Exchange Commission on July 10, 1996
Registration No. _______________
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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 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
GRAND PREMIER FINANCIAL, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-4077455
(State of Incorporation or Organization) (I.R.S. Employer Identification Number)
486 West Liberty Street, Wauconda, Illinois 60084-2489
(Address of principal executive offices, including zip code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become effective
filing pursuant to General simultaneously with the effectiveness
Instruction A(c)(1) please check the of a concurrent registration
following box. [_] 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(B) OF THE ACT:
None.
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, $0.01 par value per share
(including associated Preferred Stock Purchase Rights)
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The descriptions of the Registrant's Common Stock, $0.01 par value per
share, and associated Preferred Stock Purchase Rights are incorporated herein by
reference to the descriptions contained under the captions "DESCRIPTION OF GPF
CAPITAL STOCK--GPF Common Stock" and "POTENTIAL ANTITAKEOVER EFFECT OF CERTAIN
PROVISIONS OF THE GPF CERTIFICATE, GPF BYLAWS AND THE RIGHTS AGREEMENT--The
Rights Agreement" in the Joint Proxy Statement-Prospectus contained in the
Registration Statement on Form S-4 (Registration No. 333-03327), filed by the
Registrant with the Securities and Exchange Commission (the "Commission") on May
8, 1996, as amended by Pre-Effective Amendment No. 1, filed with the Commission
on June 25, 1996, and Pre-Effective Amendment No. 2, filed with the Commission
on July 10, 1996.
ITEM 2. EXHIBITS
1. Joint Proxy Statement-Prospectus (incorporated by reference to the
Registration Statement on Form S-4 (Registration No. 333-03327), filed
by the Registrant on May 8, 1996, as amended by Pre-Effective
Amendment No. 1, filed by the Registrant on June 25, 1996, and Pre-
Effective Amendment No. 2, filed with the Commission on July 10, 1996
(as amended, the "1996 Registration Statement")).
2. Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the 1996 Registration Statement).
3. Form of Amended and Restated Certificate of Incorporation of the
Registrant to be adopted at the effective time of the Merger
(incorporated by reference to Exhibit 3.2 to the 1996 Registration
Statement).
4. Bylaws of the Registrant (incorporated by reference to Exhibit 3.3 to
the 1996 Registration Statement).
5. Form of Bylaws of the Registrant to be adopted at the effective time
of the Merger (incorporated by reference to Exhibit 3.4 to the 1996
Registration Statement).
6. Form of Rights Agreement between the Registrant and Premier Trust
Services, Inc. (incorporated by reference to Exhibit 4.1 to the 1996
Registration Statement).
2
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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, on this 9th day of July,
1996.
GRAND PREMIER FINANCIAL, INC.
(Registrant)
By: /s/ David L. Murray
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David L. Murray, Vice President and
Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------ ----------- ----
<C> <S> <C>
1. Joint Proxy Statement-Prospectus (incorporated by reference to the
Registration Statement on Form S-4 (Registration No. 333-03327), filed
by the Registrant on May 8, 1996, as amended by Pre-Effective
Amendment No. 1, filed by the Registrant on June 25, 1996, and Pre-
Effective Amendment No. 2, filed with the Commission on July 10, 1996
(as amended, the "1996 Registration Statement")).
2. Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the 1996 Registration Statement).
3. Form of Amended and Restated Certificate of Incorporation of the
Registrant to be adopted at the effective time of the Merger
(incorporated by reference to Exhibit 3.2 to the 1996 Registration
Statement).
4. Bylaws of the Registrant (incorporated by reference to Exhibit 3.3
to the 1996 Registration Statement).
5. Form of Bylaws of the Registrant to be adopted at the effective time
of the Merger (incorporated by reference to Exhibit 3.4 to the 1996
Registration Statement).
6. Rights Agreement between the Registrant and Premier Trust Services,
Inc. (incorporated by reference to Exhibit 4.1 to the 1996
Registration Statement).
</TABLE>
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