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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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PALACE REIT
(Exact Name of Registrant as Specified in Its Charter)
Texas 74-2868156
(State of Incorporation or Organization) (I.R.S. Employer Identification
Number)
3535 Las Vegas Boulevard South
Las Vegas, Nevada 89109
(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the registration of If this form relates to the registration of
a class of securities pursuant to Section a class of securities pursuant to Section
12(b) of the Exchange Act and is effective 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(c), pursuant to General Instruction A.(d),
please check the following box. [ ] please check the following box. [x]
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Securities Act registration statement file number to which this form relates:
333-47855
Securities to be registered pursuant to Section 12(b) of the Act:
None.
Securities to be registered pursuant to Section 12(g) 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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Common Shares of Beneficial The Nasdaq Stock Market
Interest, $0.005 Par Value
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Item 1 Description of Registrant's Securities to be Registered
The description of the Registrant's Common Shares of
Beneficial Interest, $0.005 par value, is contained under the
caption "Description of Shares of Beneficial Interest" in the
Registration Statement (Registration No. 333-47855) filed by
the Registrant under the Securities Act of 1933, as amended.
Such description is incorporated herein by reference.
Item 2 Exhibits
First Amended and Restated Declaration of Trust of Palace REIT
(filed as Exhibit 3.1 to Amendment No. 1 to the Registrant's
Registration Statement on Form S-11 (Registration No.
333-47855) and incorporated herein by reference).
Bylaws of Palace REIT (filed as Exhibit 3.2 to Amendment No. 1
to the Registrant's Registration Statement on Form S-11
(Registration No. 333-47855) and incorporated herein by
reference).
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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.
PALACE REIT
Date: May 12, 1998 By: /s/ David R. Merker
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David R. Merker
Chief Executive Officer
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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1 First Amended and Restated Declaration of Trust of Palace REIT (filed as Exhibit 3.1
to the Amendment No. 1 to the Registrant's Registration Statement on Form S-11
(Registration No. 333-47855) and incorporated herein by reference).
2 Bylaws of Palace REIT (filed as Exhibit 3.2 to Amendment No. 1 to the Registrant's
Registration Statement on Form S-11 (Registration No. 333-47855) and incorporated
herein by reference).
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