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As filed with the Securities and Exchange Commission on June 15, 1998.
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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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NEW SOUTH BANCSHARES, INC. NEW SOUTH CAPITAL TRUST I
(Exact name of registrant and co-registrant as specified in their charters)
DELAWARE DELAWARE
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
63-1132716 63-6207255
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
1900 Crestwood Boulevard 1900 Crestwood Boulevard
Birmingham, Alabama 35210 Birmingham, Alabama 35210
(205)951-4000 (205)951-4000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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Robert M. Couch, Executive Vice President
New South Bancshares, Inc.
1900 Crestwood Boulevard
Birmingham, Alabama 35210
(205) 951-4000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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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
securities pursuant to Section 12(b) securities pursuant to Section 12(g)
of the Exchange Act and is effective of the Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the A.(d), please check the
following box. [X] following box. [__]
Securities Act Registration Statement File Number to which this Form relates:
333-49459
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(If applicable)
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
- --------------------------------------- ------------------------------
Cumulative Trust Preferred Securities American Stock Exchange
(and the Guarantee with respect thereto)
Securities to be registered pursuant to Section 12(g) of the Act: None
THIS REGISTRATION STATEMENT CONTAINS A TOTAL OF 3 PAGES, CERTAIN EXHIBITS ARE
INCORPORATED IN THIS REGISTRATION STATEMENT BY REFERENCE TO THE REGISTRANTS'
REGISTRATION STATEMENT ON FORM S-1 FILED ON APRIL 6, 1998.
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 1. Description of Registrants' Securities to be Registered.
For the full description of New South Capital Trust I's Cumulative Trust
Preferred Securities (the "Preferred Securities") and the Guarantee of New South
Bancshares, Inc. (the "Guarantee") being registered hereby, reference is made to
the information contained under the captions "Description of the Preferred
Securities," "Description of the Subordinated Debentures," and "Description of
the Guarantee" in the Prospectus that forms part of the Company's Registration
Statement on Form S-1 (Registration No. 333-49459) filed with the Securities and
Exchange Commission on April 6, 1998 under the Securities Act of 1933, as
amended (the "Registration Statement"). The information contained in the
Registration Statement and the Prospectus, are incorporated herein by reference.
Definitive copies of the Prospectus describing the Preferred Securities will be
filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and
the description of the Preferred Securities contained therein shall be deemed to
be incorporated by reference into this Registration Statement on Form 8-A.
Item 2. Exhibits.
2.1 Certificate of Trust of New South Capital Trust I; Incorporated by
reference to Exhibit 4.1 to the Registration Statement.
2.2(a) Trust Agreement of New South Capital Trust I; Incorporated by
reference to Exhibit 4.2 to the Registration Statement.
2.2(b) Form of Amended and Restated Trust Agreement of New South Capital
Trust I; Incorporated by reference to Exhibit 4.4 to Amendment No.
1 to the Registration Statement, filed on May 13, 1998 ("Amendment
No. 1").
2.3 Form of Preferred Security Certificate for New South Capital Trust
I; Incorporated by reference to Exhibit 4.5 to Amendment No. 1
(included as an exhibit to Exhibit 4.4 of Amendment No. 1).
2.4 Form of Preferred Securities Guarantee Agreement for New South
Capital Trust I; Incorporated by reference to Exhibit 4.6 to the
Registration Statement.
2.5 Form of Indenture between New South Bancshares, Inc. and Bankers
Trust Company, as Trustee; Incorporated by reference to Exhibit
4.3 to Amendment No. 1.
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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, thereunto duly authorized.
Date: June 15, 1998
NEW SOUTH CAPITAL TRUST I
By: /s/ Lizabeth R. Nichols
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Lizabeth R. Nichols,
as Administrative Trustee
NEW SOUTH BANCSHARES, INC.,
By: /s/ Robert M. Couch
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Robert M. Couch
Its: Executive Vice President
