SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AICI CAPITAL TRUST
(Exact name of registrant as specified in its charter)
Delaware 91-6444761
(State of incorporation or organization) (I.R.S. employer identification no.)
c/o Acceptance Insurance Companies Inc.
222 S. 15th Street, Suite 600 North
Omaha, Nebraska 68102
(Address of principal executive offices) (zip code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. / /
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the 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:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
9.00% Preferred Securities (and the New York Stock Exchange, Inc.
Guarantee with respect thereto)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
AICI Capital Trust, a business trust organized under the laws of the State
of Delaware ("AICI Trust"), is applying for registration of its 9.00% Preferred
Securities (the "Preferred Securities") and the guarantee (the "Guarantee") with
respect to the Preferred Securities made by Acceptance Insurance Companies Inc.
("Acceptance"). Both the description of the Preferred Securities which is set
forth under the caption "Description of the Preferred Securities" and the
description of the Guarantee which is set forth under the caption "Description
of the Guarantee" contained in the preliminary prospectus that has been filed
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended, as part of Amendment No. 1 to the
Registration Statement on Form S-3 (File No. 333-28749) (the "Registration
Statement"), and the final prospectus that has been filed with the Commission as
part of Amendment No. 2 to the Registration Statement, are incorporated herein
by reference.
Item 2. Exhibits.
The Preferred Securities (and the Guarantee with respect thereto) are to be
listed on the New York Stock Exchange, Inc. ("NYSE"). Pursuant to Instruction II
as to exhibits, the following exhibits are included with each copy of this
registration statement to be filed with the NYSE.
Exhibit Number Exhibit
1.1* Amendment No. 1 to the Registration Statement on Form S-3 (File
No. 333-28749) filed with the Commission on July 18, 1997.
1.2 Amendment No. 2 to the Registration Statement on Form S-3 (File
No. 333-28749) filed with the Commission on July 29, 1997.
2. None.
3. None.
4.1* Certificate of Trust of the AICI Trust.
4.2* Form of Amended and Restated Trust Agreement of the AICI Trust.
4.3* Form of Indenture relating to Junior Subordinated Deferrable
Interest Debentures due 2027 of Acceptance including the Form
of Global Security and the Form of Definitive Security.
5.1* Form of Certificate for Preferred Securities (included in
Exhibit 4.2).
5.2* Form of Guarantee Agreement by Acceptance.
6. None.
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*Previously filed.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, AICI Capital Trust has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
AICI CAPITAL TRUST
By: /s/ William J. Gerber
William J. Gerber, as Administrator
Dated: October 16, 1997
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, Acceptance Insurance Companies Inc. has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
ACCEPTANCE INSURANCE COMPANIES INC.
By: /s/ Kenneth C. Coon
Kenneth C. Coon,
Chairman and Chief Executive Officer
Dated: October 16, 1997
