<PAGE>
================================================================================
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
HOMESTEAD VILLAGE INCORPORATED
(Exact name of registrant as specified in its charter)
MARYLAND 74-2770966
(State of Organization) (I.R.S. Employer Identification No.)
125 LINCOLN AVENUE
SANTA FE, NEW MEXICO 87501
(Address of principal executive offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of debt securities registration of a class of debt
and is effective upon filing pursuant to securities and is to become
General Instruction A(c)(1) please check effective simultaneously with the
the following box. [_] 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(b) of the Act:
TITLES OF EACH CLASS NAME OF EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
-------------------- ------------------------------
Common Stock, $.01 par value per share American Stock Exchange
Warrants to Purchase Common Stock American Stock Exchange
Preferred Share Purchase Rights American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
================================================================================
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
- ------- -------------------------------------------------------
A complete description of the shares of Common Stock, $.01 par value
per share (the "Shares"), the warrants to purchase Common Stock (the "Warrants")
and the preferred share purchase rights (the "Rights"), which Shares, Warrants
and Rights are to be registered hereunder, is contained under the caption
"DESCRIPTION OF HOMESTEAD SECURITIES" in the Homestead Prospectus forming a part
of the Form S-4 Registration Statement, as amended (File No. 333-4455), of
Homestead Village Incorporated ("Homestead"), filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"). Such description is hereby incorporated by reference and any
description included in a form of prospectus subsequently filed by Homestead
pursuant to Rule 424(b) under the Securities Act shall be deemed to be
incorporated herein by reference.
<TABLE>
<CAPTION>
Item 2. Exhibits.
---------
The following exhibits are filed with the American Stock Exchange:
EXHIBIT
NUMBER EXHIBIT
------ -------
<C> <S>
1.1 Amendment No. 3 to the Homestead Village Incorporated
Registration Statement on Form S-4 (File No. 333-4455).
4.1 Amended and Restated Homestead Charter, as amended.
4.2 Amended and Restated Bylaws of Homestead.
4.3 Form of Warrant Agreement by and between Homestead and The First
National Bank of Boston, as warrant agent, including form of
warrant certificate.
4.4 Rights Agreement, dated as of May 16, 1996, between Homestead and
The First National Bank of Boston, as rights agent.
4.5 Warrant Purchase Agreement, dated as of May 21, 1996, among
Homestead, Security Capital Atlantic Incorporated, Security
Capital Pacific Trust and Security Capital Group Incorporated.
5.1 Form of stock certificate for shares of Common Stock of
Homestead.
5.2 Form of warrant certificate for Homestead Warrants.
</TABLE>
<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, thereunto duly authorized.
HOMESTEAD VILLAGE INCORPORATED
By: /s/ Jeffrey A. Klopf
--------------------
Jeffrey A. Klopf
Secretary
Date: October 7, 1996
