WALBRO CORP
8-A12B, 1995-11-06
MOTOR VEHICLE PARTS & ACCESSORIES
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<PAGE>   1



                                      
                                   FORM 8-A
                      SECURITIES AND EXCHANGE COMMISSION
                                      
                           Washington, D.C.  20549
                                      
              FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR (g) OF THE
                       SECURITIES EXCHANGE ACT OF 1934
                                      
                                      
                              WALBRO CORPORATION
            (Exact name of registrant as specified in its charter)
                                      




              Delaware                                     38-1358966
      (State of incorporation                          (I.R.S. Employer
         or organization)                             Identification No.)



       6242 Garfield Street, Cass City, Michigan 48726, (517) 872-2131
 (Address, including zip code, and telephone number, including area code, of
                  registrant's principal executive offices)





If this Form relates to the               If this Form relates to the
registration of a class of debt           registration of a class of debt
securities and is effective upon filing   securities and is to become effective
pursuant to General Instruction A(c)(1)   simultaneously with the 
please check 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. [x]


      Securities to be registered pursuant to Section 12(b) of the Act:


                                             
                                                       Name of Each Exchange
           Title of Each Class                          on Which Each Class
           to be so Registered                          is to be Registered
- ---------------------------------------------      -----------------------------
      9 7/8% Senior Notes due 2005                    New York Stock Exchange


      Securities to be registered pursuant to Section 12(g) of the Act:
                                      
                                     None
<PAGE>   2

Item 1.  Description of Registrant's Securities to be Registered.

         The material set forth in the section captioned "Description of the
New Notes" in the Registrant's Form S-4 Registration Statement (Registration
No. 33-62951), filed with the Securities and Exchange Commission on September
28, 1995, is incorporated herein be reference.

Item 2.  Exhibits (Incorporated by Reference).



                          Description of Document
- ------------------      --------------------------------------------------------
         1                Restated  Certificate of Incorporation of the 
                          Company, filed as Exhibit 3.1, to the Company's 
                          Annual Report on  Form 10-K for the  fiscal year 
                          ended December  31, 1989 (the "Form 10-K").

         2                By-laws of the Company, as amended, filed as Exhibit
                          3.2, to the Form 10-K.
  
         3                Indenture  for the  Notes, dated  as of  July 27,  
                          1995, among the  Company, Walbro Automotive 
                          Corporation, Walbro  Engine Management Corporation, 
                          Sharon Manufacturing Company, Whitehead Engineered 
                          Products, Inc., and Bankers Trust Company, as 
                          Trustee (including form of  Note), filed as Exhibit 
                          2.3  to the Company's Current Report on Form
                          8-K, dated June 27, 1995 (the "Form 8-K").

         4                Form S-4 Registration Statement filed  with the
                          Securities and  Exchange Commission on September 26,
                          1995, Registration  No. 33-62951, and documents
                          attached directly thereto, including: the
                          Registration Rights Agreement, dated July 21, 1995;
                          and the Statement of Eligibility under the Trust
                          Indenture Act of 1939, as amended on Form T-1.





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<PAGE>   3

                                   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, on this 3rd
day of November, 1995.



WALBRO CORPORATION
  (Registrant)



By:  /s/ MICHAEL A. SHOPE
     ----------------------------
         Michael A. Shope
         Chief Financial Officer




                                      
                                     -3-


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