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UNITED STATES
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
WALBRO CORPORATION WALBRO CAPITAL TRUST
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(Exact name of registrant (Exact name of registrant
as specified in its charter) as specified in its charter)
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Delaware Delaware
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(State of incorporation or organization) (State of incorporation or organization)
36-1358966 36-6683606
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(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
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6242 Garfield Street, Cass City, Michigan 48726
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(Address of Principal Executive Offices (Zip Code)
for both registrants)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NONE
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(G) OF THE ACT:
% Convertible Trust Preferred Securities
(Liquidation Amount $25 per Convertible Trust Preferred Security)
of Walbro Capital Trust (and the Guarantee with respect thereto)
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
For a full description of Walbro Capital Trust's % Convertible
Trust Preferred Securities (the "Preferred Securities") and Walbro
Corporation's guarantee (the "Guarantee") being registered hereby, reference is
made to the information contained under the captions "Description of the
Preferred Securities," "Description of the Convertible Debentures," and
"Description of the Guarantee" in the Prospectus that forms part of the
Registration Statement on Form S-3 of Walbro Corporation and Walbro Capital
Trust (Registration No. 333-18317) filed with the Securities and Exchange
Commission ("SEC") on December 20, 1996, under the Securities Act of 1933, as
amended. The information contained in the foregoing Registration Statement and
the Prospectus, as amended from time to time (the "Registration Statement"),
are incorporated herein by reference. Definitive copies of the Prospectus
describing the Preferred Securities will be filed pursuant to Rule 430A or
pursuant to an amendment to the Registration Statement under the Securities Act
of 1933, as amended, and shall be incorporated by reference into this
registration statement on Form 8-A.
ITEM 2. EXHIBITS.
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Exhibit
Number Description of Document
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2.1 Certificate of Trust of Walbro Capital Trust. Incorporated by
reference to Exhibit 4.10 to the Registration Statement.
2.2 Form of Amended and Restated Declaration of Trust of Walbro
Capital Trust among Walbro Corporation, as Sponsor, Bankers
Trust (Delaware), as Delaware Trustee and Lambert E. Althaver,
Daniel L. Hittler and Michael A. Shope, as Regular Trustees.
Incorporated by reference to Exhibit 4.11 to the Registration
Statement.
2.3 Form of Preferred Security (included in Exhibit A-1 to Exhibit
2.2).
2.4 Form of Preferred Securities Guarantee Agreement between Walbro
Corporation, as Guarantor, and Bankers Trust Company, as
Guarantee Trustee with respect to the Preferred Securities of
Walbro Capital Trust. Incorporated by reference to Exhibit
4.15 to the Registration Statement.
2.5 Form of Indenture between Walbro Corporation and Bankers Trust
Company, as Indenture Trustee. Incorporated by reference to
Exhibit 4.12 to the Registration Statement.
2.6 Form of Convertible Debenture (included in Exhibit A to Exhibit
2.5).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the Registrants have duly caused this registration
statement to be signed on their behalf by the undersigned, thereto duly
authorized.
Dated: January 7, 1997
WALBRO CORPORATION WALBRO CAPITAL TRUST
By: /s/ Michael A. Shope By: /s/ Michael A. Shope
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Michael A. Shope Michael A. Shope
Chief Financial Officer Regular Trustee
and Treasurer
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