<PAGE>
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
U.S. TIMBERLANDS KLAMATH FALLS, L.L.C.
(Exact name of registrant as specified in its charter)
DELAWARE 93-1217136
(State of incorporation or organization) (I.R.S. Employer Identification No.)
U.S. TIMBERLANDS FINANCE CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 91-1851612
(State of incorporation or organization) (I.R.S. Employer Identification No.)
P. O. BOX 10
6400 HIGHWAY 66
KLAMATH FALLS, OREGON 97601
(Address of principal executive offices) (Zip Code)
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:
Senior Notes Due 2007 New York Stock Exchange
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [_]
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES:
Registration No. 333-34389-02
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None.
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A description of the Senior Notes Due 2007 of U.S. Timberlands Klamath
Falls, L.L.C. and U.S. Timberlands Finance Corp. (the "Co-Registrants") to be
registered hereunder is set forth under the caption "Description of Notes" in
the prospectus included in the Co-Registrants' Registration Statement on
Form S-1 (No. 333-34389), as filed with the Securities and Exchange Commission
on August 26, 1997 under the Securities Act of 1933, as amended, and will be set
forth in any prospectus filed in accordance with Rule 424(b) thereunder, which
description is incorporated herein by reference.
ITEM 2. EXHIBITS.
The following exhibits to this Registration Statement on Form 8-A are
either filed herewith or are incorporated by reference from the documents
specified, which have been filed with the Securities and Exchange Commission.
*1.1 Amendment No. 2 to the Co-Registrants' Registration Statement on Form
S-1 (No. 333-34389-02), as filed with the Securities and Exchange
Commission on October 27, 1997.
*3.2 Amended and Restated Operating Agreement of U.S. Timberlands Klamath
Falls, L.L.C.
3.3 Certificate of Formation of U.S. Timberlands Klamath Falls, L.L.C.
*3.4 Certificate of Incorporation of U.S. Timberlands Finance Corp.
*3.5 By-laws of U.S. Timberlands Finance Corp.
*4.5 Notes Indenture between U.S. Timberlands Klamath Falls, L.L.C., U.S.
Timberlands Finance Corp. and State Street Bank and Trust Company, as
trustee, which includes the form of Senior Notes Due 2007 as an
exhibit thereto.
*5.1 Form of Senior Notes Due 2007 (included in Exhibit 4.5).
_____________________________
* Incorporated by reference from the Co-Registrants' Registration Statement on
Form S-1 (No. 333-34389), as amended, pursuant to Rule 12b-32.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Co-Registrants have duly caused this registration statement to
be signed on their behalf by the undersigned, thereunto duly authorized.
Dated: November 4, 1997
U.S. TIMBERLANDS KLAMATH FALLS, L.L.C.
By: /s/ John M. Rudey
-----------------
Name: John M. Rudey
Title: Chairman of the Board
U.S. TIMBERLANDS FINANCE CORP.
By: /s/ John M. Rudey
-----------------
Name: John M. Rudey
Title: Chairman of the Board
3
<PAGE>
EXHIBIT 3.3
CERTIFICATE OF FORMATION
OF
U.S. TIMBERLANDS KLAMATH FALLS, L.L.C.
1. The name of the limited liability company is U.S. Timberlands Klamath
Falls, L.L.C.
2. The address of its registered office in the State of Delaware is 1209
Orange Street, in the City of Wilmington, County of New Castle. The
name of its registered agent at such address is The Corporation Trust
Company.
IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation
of U.S. Timberlands Klamath Falls, L.L.C. this 7th day of August, 1996.
U.S. Timberlands Klamath Falls,
L.L.C.
By: /s/ John M. Rudey
-----------------
Name: John M. Rudey
Title: Authorized Person
