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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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Depositary Shares of NB Capital Corporation, New York Stock Exchange, Inc.
each representing a one-fortieth (1/40th)
interest in a share of 8.35% Noncumulative
Exchangeable Preferred Stock, Series A (the
"Series A Preferred Shares"), of NB Capital
Corporation, or upon the occurrence of an
event that causes an automatic exchange of
each Series A Preferred Share outstanding for
a 8.45% Noncumulative First Preferred Share,
Series Z (the "Bank Preferred Shares"), of
National Bank of Canada, a one-fortieth
(1/40th) interest in a Bank Preferred Share.
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 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:
None.
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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.*
4. Form of Deposit Agreement among NB Capital Corporation,
National Bank of Canada, The Bank of Nova Scotia Trust Company
of New York, as depositary, and the holders from time to time
of depositary receipts evidencing the Depositary Shares,
including a form of depositary receipt.***
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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).
** As previously filed as an exhibit to the Registration Statement on Form
8-A of National Bank of Canada, NB Capital Corporation and NB Finance,
Ltd., filed with the Commission on the date hereof.
*** As previously filed as an exhibit to the Registration Statement on Form
S-11 of National Bank of Canada, NB Capital Corporation and NB Finance,
Ltd., filed with the Commission on April 1, 1998 and amended on April
23, 1998 (Registration Statement Nos. 333-49153, 333-49153-01 and
333-49153-02).
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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 8, 1998
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Name: Jean Dagenais
Title: Vice-President and
Chief Accountant
NB CAPITAL CORPORATION
By /s/ John Richter May 8, 1998
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Name: John Richter
Title: President
NB FINANCE, LTD.
By /s/ Pierrette Lacroix May 8, 1998
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Name: Pierrette Lacroix
Title: Vice President
