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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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National Bank of Canada NB Capital Corporation NB Finance, Ltd.
(Exact name of registrant as specified in its charter)
Canada Maryland Bermuda
(Province or other jurisdiction of incorporation or organization)
Not Applicable 52-2063921 Not Applicable
(I.R.S. Employer Identification No., if Applicable)
National Bank Tower 125 West 55th Street Clarendon House
600 de La Gauchetiere New York, New York 2 Church Street
Street West 10019 Hamilton HM11
Montreal Canada Bermuda
H3B 4L2
(Address of each Registrant's principal executive office and 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
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None.
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. [ ]
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. [x]
Securities Act registration statement file number to which the form relates:
333-49153, 333-49153-01 and 333-49153-02
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Securities to be registered pursuant to Section 12(g) of the Act:
8.35% Noncumulative Exchangeable Preferred Stock, Series A, par value
US$.01 per share, liquidation preference US$1,000 per share, of NB
Capital Corporation.
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2
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The contents of Amendment No. 1 to Registration Statement on Form
S-11 (Registration Statement Nos. 333-49153, 333-49153-01 and 333-49153-02) and
the prospectuses, dated April 28, 1998, forming a part thereof, relating to the
Depositary Shares and the 8.35% Noncumulative Exchangeable Preferred Stock,
Series A, represented thereby, are incorporated herein by reference.
Item 2. Exhibits.
1. (a) Articles of Incorporation of NB Capital Corporation, dated
August 20, 1997 and filed with the State Department of
Assessments and Taxation of the State of Maryland (the "SDAT")
on August 20, 1997, (b) Articles of Amendment and Restatement
of NB Capital Corporation, dated August 28, 1997 and filed
with the SDAT on September 2, 1997 and (c) Articles
Supplementary of NB Capital Corporation, dated December 29,
1997 and filed with the SDAT on January 27, 1998.*
2. Articles Supplementary of NB Capital Corporation, dated April
15, 1998 and filed with the SDAT on April 15, 1998.
3. Bylaws of NB Capital Corporation.*
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* As previously filed as an exhibit to the Registration Statement on Form
S-4/F-9 of National Bank of Canada, NB Capital Corporation and NB
Finance, Ltd., filed with the Securities and Exchange Commission (the
"Commission") on November 25, 1997 and amended on December 19, 1997,
January 27, 1998, February 17, 1998 and March 2, 1998 (Registration
Statement Nos. 333-41009, 333-41009-01 and 333-41009-02).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrants have duly caused this registration
statement to be signed on their behalf by the undersigned, thereto duly
authorized.
NATIONAL BANK OF CANADA
By /s/ Jean Dagenais May 11, 1998
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Name: Jean Dagenais
Title: Vice-President and
Chief Accountant
NB CAPITAL CORPORATION
By /s/ John Richter May 11, 1998
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Name: John Richter
Title: President
NB FINANCE, LTD.
By /s/ Pierrette Lacroix May 11, 1998
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Name: Pierrette Lacroix
Title: Vice President
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EXHIBIT 2
NB CAPITAL CORPORATION
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ARTICLES SUPPLEMENTARY
300,000 Shares of 8.35% Noncumulative Exchangeable
Preferred Stock, Series A
NB capital Corporation, a Maryland corporation (the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST: Under a power contained in Article VI of the charter of the
Corporation (the "Charter"), the Board of Directors of the Corporation (the
"Board of Directors"), by informal action in lieu of a special meeting, dated
August 22, 1997, authorized the designation of 300,000 shares (the "Shares") of
Preferred Stock (as defined in the Charter), as shares of 8.35% Noncumulative
Exchangeable Preferred Stock, Series A, $.01 par value per share ("Series A
Preferred Shares"), with the same preferences, conversion and other rights,
voting powers, restrictions, limitations as to dividends and other
distributions, qualifications and terms and conditions of redemption as are set
forth in Section 6.6 of the Charter.
SECOND: The Shares have been classified and designated by the
Board of Directors under the authority contained in the Charter.
THIRD: These Articles Supplementary have been approved by the
Board of Directors in the manner and by the vote required by law.
FOURTH: Each of the undersigned acknowledges these Articles
Supplementary to be the corporate act of the Corporation and, as to all matters
or facts required to be verified under oath, the undersigned acknowledges that
to the best of his or her knowledge, information and belief, these matters and
facts are true in all material respects and that this statement is made under
penalties for perjury.
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IN WITNESS WHEREOF, the Corporation has caused these Articles
Supplementary to be executed under seal in its name and on its behalf by its
President and attested to by its Secretary on this 15th day of April, 1998.
ATTEST: NB CAPITAL CORPORATION
/s/ Francois Bourassa By: /s/ John Richter (SEAL)
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Secretary President
