<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------
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
Chastain Capital Corporation
- ------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Georgia 58-2354416
- --------------------------------------- ----------------------------------
(State of Incorporation or Organization (IRS Employer Identification No.)
3242 Peachtree Road, N.E.
Suite 800
Atlanta Georgia 30326-1113
- ---------------------------------------- -----------------------------------
(Address of Principal Executive Offices) (Zip Code)
<TABLE>
<S> <C>
If this form relates to the If this form relates to the registration
registration of a class of securities of a class of securities pursuant to Section
pursuant to Section 12(b) of the Exchange 12(g) of the Exchange Act and is effective
Act and is effective pursuant to General pursuant to General Instruction A.(d), please
Instruction A.(c), please check the check the following box. [X]
following box. [ ]
Securities Act registration statement file number to which this form relates: 333-42629
----------------
(If applicable)
</TABLE>
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to Name of Each Exchange on Which
be so Registered Each Class is to be Registered
- ---------------------- ------------------------------
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
- ------------------------------------------------------------------------------
(Title of Class)
<PAGE> 2
Item 1. Description of Registrant's Securities to be Registered
The information required by Item 1 is set forth under the caption
"Description of Capital Stock" on pages 75 to 78 of the Preliminary Prospectus
included in Amendment No. 2 to the Registrant's Registration Statement on Form
S-11 (File No. 333-42629), which description is incorporated herein by this
reference and qualified in its entirety by reference to the Registrant's Amended
and Restated Articles of Incorporation and Bylaws, each of which are attached as
Exhibits thereto, which set forth in full the preferences, limitations and
relative rights of the Registrant's capital stock.
Item 2. Exhibits
1. Form of Amended and Restated Articles of Incorporation of
Registrant (incorporated herein by reference to Exhibit 3.1 to
Registrant's Registration Statement on Form S-11 (File No.
333-42629)).
2. Bylaws of Registrant (incorporated herein by reference to
Exhibit 3.2 to Registrant's Registration Statement on Form S-11
(File No. 333-42629)).
3. Form of Certificate for Registrant's Common Stock, $.01 par value
per share (incorporated herein by reference to Exhibit 4.1 to
Registrant's Registration Statement on Form S-11 (File No.
333-42629)).
<PAGE> 3
SIGNATURE
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.
CHASTAIN CAPITAL CORPORATION
By: /s/ Rufus A. Chambers, Jr.
---------------------------
Rufus A. Chambers, Jr.
President
Dated: March 16, 1998
<PAGE> 4
Exhibits
Exhibit
1 Form of Amended and Restated Articles of Incorporation of Registrant
(incorporated herein by reference to Exhibit 3.1 to Registrant's
Registration Statement on Form S-11 (File No. 333-42629)).
2 Bylaws of Registrant (incorporated herein by reference to Exhibit
3.2 to Registrant's Registration Statement on Form S-11 (File No.
333-42629)).
3 Form of Certificate for Registrant's Common Stock, $.01 par value per
share (incorporated herein by reference to Exhibit 4.1 to
Registrant's Registration Statement on Form S-11 (File No.
333-42629)).