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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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IAC CAPITAL TRUST
(Exact name of Registrant as specified in its organizational document)
DELAWARE [APPLICATION PENDING]
(State of Organization) (I.R.S. Employer Identification No.)
550 NEWPORT CENTER DRIVE
SUITE 300
NEWPORT BEACH, CALIFORNIA 92660
(Address of Registrant's principal executive offices)
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If this Form relates to the If this Form relates to
the registration of a class of registration of a class of debt
debt securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with the
Instruction A(c)(1) please check effectiveness of a concurrent
the following box. |_| registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2) please
check the following box. |_|
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Securities Act registration statement file number to which this form relates:
333-39405
Securities to be registered pursuant to Section 12(b) of the Act:
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TITLE OF EACH CLASS TO BE SO NAME OF EACH EXCHANGE ON WHICH
REGISTERED EACH CLASS IS TO BE REGISTERED
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___% Series A REIT Trust New York Stock Exchange, Inc.
Originated Preferred Securities
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Securities to be registered pursuant to Section 12(g) of the Act:
None.
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
A description of the __% Series A REIT Trust Originated Preferred
Securities (the "Series A Preferred Securities") of IAC Capital Trust (the
"Registrant") is contained in the Registrant's Registration Statement on Form
S-11 (File No. 333-39405), as amended, originally filed with the Securities and
Exchange Commission (the "Commission") on November 4, 1997 under the Securities
Act of 1933, as amended (the "Securities Act"), which description is hereby
incorporated by reference. In particular, attention is directed to the
information contained therein under the captions "Description of the Series A
Preferred Securities," "Description of the Series A Preferred L.P. Units" and
"Relationship Between the Preferred Securities and the Preferred L.P. Units." In
addition, please see the information contained therein under the captions "Risk
Factors--Dependence on Operating Partnership," "Ranking of Series A Preferred
L.P. Units and Series A Preferred Securities," "--Conflicts of Interest,"
"--Adverse Consequences of Failure to Qualify as a REIT," "--Distributions to
Holders of Series A Preferred Securities" "--Ownership Limit Necessary to
Maintain REIT Qualification," "--Special Event Redemption of Series A Preferred
Securities," and "--No Voting Rights Except in Limited Circumstances."
ITEM 2. EXHIBITS
1. The Registrant's Registration Statement on Form S-11 (File No.
333-39405), as amended, originally filed with the Commission on
November 4, 1997 (the "Registration Statement"), is hereby
incorporated by reference.
2. Form of Series A Preferred Securities, filed as Exhibit 4.3 to the
Registration Statement, is hereby incorporated by reference.
3. Declaration of Trust with attached Certificate of Trust, filed as
Exhibit 4.4 to the Registration Statement, is hereby incorporated by
reference.
4. Form of Amended and Restated Declaration of Trust, filed as Exhibit
4.5 to the Registration Statement, is hereby incorporated by
reference.
5.1 Form of Second Amended and Restated Agreement of Limited Partnership
of Irvine Apartment Communities, L.P. (the "Operating Partnership"),
filed as Exhibit 3.1 to the Registration Statement, is hereby
incorporated by reference.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Act of 1934,
as amended, the Registrant has duly caused this amended registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
IAC CAPITAL TRUST
By: Irvine Apartment Communities, Inc.,
as Sponsor
Date: December 18, 1997 By: /s/ James E. Mead
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James E. Mead, in his capacity as a
Regular Trustee of the Registrant
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