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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
HOMESTEAD VILLAGE INCORPORATED
(Exact name of registrant as specified in its charter)
Maryland 74-2770966
(State of Organization) ----------
(I.R.S. Employer Identification No.)
2100 RiverEdge Parkway
Atlanta, Georgia 30328
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration If this Form relates to the
of a class of debt securities and is registration of a class of debt
effective upon filing pursuant to General securities and is to become
Instruction A(c)(1) please check the effective simultaneously with 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
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Common Stock, $.01 par value per share New York Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
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A complete description of the shares of Common Stock, $.01 par
value per share (the "Shares"), and the preferred share purchase rights
(the "Rights"), which Shares and Rights are to be registered hereunder, is
contained under the caption "DESCRIPTION OF COMMON STOCK" in the Homestead
Prospectus forming a part of Amendment No. 1 to the Form S-3 Registration
Statement, as amended (File No. 333-37803), 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.
Item 2 Exhibits.
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The following exhibits are incorporated herein by reference.
4.1 Restated Homestead Charter (Incorporated by reference to Exhibit 3.1
to Homestead's Form S-4 Registration Statement (File No. 333-4455,
the "Homestead S-4")).
4.2 Amended and Restated Bylaws of Homestead (Incorporated by reference
to Exhibit 3.2 to the Homestead S-4).
4.3 Rights Agreement, dated as of May 16, 1996, among Homestead and
the First National Bank of Boston, as rights agent (Incorporated
by reference to Exhibit 4.2 to the Homestead S-4).
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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, thereunto duly
authorized.
HOMESTEAD VILLAGE INCORPORATED
By: /s/ Jeffrey A. Klopf
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Jeffrey A. Klopf
Secretary
Date: March 18, 1998
