<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A 12B
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
INDUSTRIAL DISTRIBUTION GROUP, INC.
----------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
Delaware 58-2299339
- ------------------------------------------------------------------------------------------------------------------------
(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
2500 Royal Place, Tucker, Georgia 30084
- -------------------------------------------------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
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
Common Stock, par value $0.01 per share New York Stock Exchange, Inc.
- --------------------------------------- -----------------------------
- --------------------------------------- -----------------------------
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 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:
N/A
--------------------------
(Title of Class)
Total of 2 sequentially numbered pages.
Exhibit Index appears on page 2.
1
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Incorporated herein by reference is the description of common
stock set forth under the heading "Description of Capital
Stock" contained in the Registrant's Registration Statement on
Form S-1 (Registration No. 333- ) under the Securities
Act of 1933, as amended, filed on July 18, 1997, as amended.
ITEM 2. EXHIBITS.
II.3.1 Certificate of Incorporation, as amended, of Registrant
(incorporated herein by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 (Registration
No. 333- ) under the Securities Act of 1933, as amended,
filed on July 18, 1997, as amended).
II.3.2 Bylaws of Registrant (incorporated herein by reference to
Exhibit 3.2 to the Registrant's Registration Statement on Form
S-1 (Registration No. 333- ) under the Securities Act of
1933, as amended, filed on July 18, 1997, as amended).
II.4.1 Specimen of form of certificate representing shares of Common
Stock of Registrant, par value $0.01 per share (incorporated
by reference to Exhibit 4.1 to the Registrant's Registration
Statement on Form S-1 (Registration No. 333- ) under the
Securities Act of 1933, as amended, filed on July 18, 1997, as
amended).
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, thereto duly authorized.
July 18, 1997 INDUSTRIAL DISTRIBUTION GROUP, INC.
-----------------------------------
(Registrant)
By: /s/ Martin S. Pinson
-----------------------------
Martin S. Pinson
Chairman and Chief Executive Officer
2