[Landels Ripley & Diamond LLP Letterhead]
Securities & Exchange Commission
450 Fifth Street, N.W.
Washington D.C. 20549
Re: Capital Alliance Income Trust, A Real
Estate Investment Trust
Your File No. 333-11625
Our File No. 7023.0002
Dear Sir or Madam:
Enclosed please find an amended FORM 8-A for filing for the above
referenced Issuer. The Form is being filed to clarify that the securities in
question are being registered pursuant to 12(b) of the Act and that they will be
registered on The American Stock Exchange. If you have any questions, please do
not hesitate to call.
Very Truly Yours,
LANDELS RIPLEY & DIAMOND LLP
Anne R. Knowles
Cc: Stephen C. Ryan, Esq.
Thomas B. Swartz
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/a
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Capital Alliance Income Trust, Ltd., A Real Estate Investment Trust
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(Exact Name of issuer as specified in its charter)
Delaware 94-3240473
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
50 California Street, Suite 2020, San Francisco, CA 94111
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(Address, including zip code, and telephone number, including area code, of
principal executive offices)
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
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Shares of Common Stock The American Stock Exchange
Shareholder Warrants The American Stock Exchange
If this Form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective upon filing pursuant to
General Instruction A.(c)(1), please check the following box. [X]
If this Form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective upon filing pursuant to
General Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-11625
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(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES.
A description of the Registrant's Securities is set forth in Registrant's
Prospectus (incorporation by reference to Registration No. 333-11625 under the
Securities Act of 1933). See Section titled "SUMMARY OF ORGANIZATIONAL DOCUMENTS
AND SECURITIES."
<PAGE>
Item 2. EXHIBITS
(1) Amendment No. 1 to the Registration Statement filed on Form S-11
(incorporated by reference to Registration No. 333-11625 under the Securities
Act of 1933).
(2) Amendment No. 2 to the Registration Statement filed on Form S-11
(incorporated by reference to Registration No. 333-11625 under the Securities
Act of 1933).
(3) Amendment No. 3 to the Registration Statement filed on Form S-11
(incorporated by reference to Registration No. 333-11625 under the Securities
Act of 1933).
(4) Post-Effective Amendment No. 1 to the Registration Statement filed on
Form S-11 (incorporated by reference to Registration No. 333-11625 under the
Securities Act of 1933).
(5) Post-Effective Amendment No. 2 to the Registration Statement filed on
Form S-11 (incorporated by reference to Registration No. 333-11625 under the
Securities Act of 1933).
(6) Charter Certificate of Incorporation and Amendment No. 1 (incorporated
by reference to Registration No. 333-11625 under the Securities Act of 1933).
(7) Bylaws of the Registrant (incorporated by reference to Registration No.
333-11625 under the Securities Act of 1933).
(8) Form of Shareholder Warrant Agreement (incorporated by reference to
Registration No. 333-11625 under the Securities Act of 1933).
(9) Form of Stock Certificate of Common Shares of the Company (incorporated
by reference to Registration No. 333-11625 under the Securities Act of 1933).
(10) Form of Common Warrant Certificate (incorporated by reference to
Registration No. 333-11625 under the Securities Act of 1933).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12(b) 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 September
30, 1998.
CAPITAL ALLIANCE INCOME TRUST LTD
A Real Estate Investment Trust
By: /s/ Thomas B. Swartz
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Thomas B. Swartz,
Chairman of the Board and
Chief Executive Officer
If the securities to be registered on this form are to be registered on an
exchange on which other securities of the registrant are registered, or are to
be registered pursuant to Section 12(g) of the Act, copies of all constinent
instruments defining the rights of the holders of each class of such securities,
including any contracts or other documents which limit or qualify the rights of
such holders, shall be filed as exhibits with each copy of the registration
statement filed with the Commission or with each copy of the registration
statement filed with the Commission or with an exchange, subject to Rule 12-b32
regarding incorporation of exhibits by reference.
