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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_____________________________
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the Securities
Exchange Act of 1934
_____________________________
RDO EQUIPMENT CO.
(Exact name of registrant issuer as specified in its charter)
NORTH DAKOTA 45-0306084
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2829 SOUTH UNIVERSITY DRIVE
FARGO, NORTH DAKOTA 58109
(Address of principal executive offices)
(701) 237-7363
(Registrant's telephone number)
_____________________________
Securities to be registered pursuant to Section 12(b) of the Act:
CLASS A COMMON STOCK, NEW YORK STOCK EXCHANGE
PAR VALUE $.01 PER SHARE (Name of each exchange on which
(Title of each class to be so registered) each class is to be registered)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The information called for by this Item 1 is incorporated herein by reference
to the section entitled "Description of Securities--Common Stock" in the
Prospectus portion of the Registrant's Registration Statement on Form S-1
(Reg. No. 333-13267). Such Prospectus, which will be filed with the
Securities and Exchange Commission pursuant to Rule 424(b) under Securities
Act of 1933, as amended, shall be deemed to be incorporated by reference into
this Registration Statement.
ITEM 2. EXHIBITS.
List below all exhibits filed as part of the registration statement:
Exhibit 1.1- Registrant's Registration Statement on Form S-1, filed with
the Securities and Exchange Commission on October 2, 1996, as
amended by Amendment No. 1 to Form S-1 filed with the
Securities and Exchange Commission on January 3, 1997
(incorporated by reference to such Registration Statement
(Reg. No. 333-13267)).
Exhibit 4.1 - Registrant's Articles of Incorporation (to be effective upon
reincorporation in Delaware) (incorporated by reference to
Exhibit 3.1 to the Registrant's Registration Statement on
Form S-1 (Reg. No. 333-13267)).
Exhibit 4.2 - Registrant's Bylaws (to be effective upon reincorporation in
Delaware) (incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1 (Reg.
No. 333-13267)).
Exhibit 5.1 - Specimen form of the Registrant's Class A Common Stock
certificate (incorporated by reference to Exhibit 4.2 to the
Registrant's Registration Statement on Form S-1 (Reg.
No. 333-13267)).
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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.
RDO EQUIPMENT CO.
Dated: January 10, 1997 By /s/ ALLAN F. KNOLL
__________________________________________
Allan F. Knoll
Chief Financial Officer
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
EXHIBIT INDEX
to
FORM 8-A
_____________________________
RDO EQUIPMENT CO.
_____________________________
Page Number in
Sequential
Numbering of all
Pages, Including
Exhibit Exhibits
_______ ________________
1.1 Registrant's Registration Statement on Form S-1..... *
4.1 Articles of Incorporation........................... *
4.2 Bylaws.............................................. *
5.1 Specimen Form of Class A
Common Stock Certificate............................. *
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* Incorporated by reference on page 2 in the sequential numbering of all pages
of this Form 8-A.
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