<PAGE> 1
As filed with the Securities and Exchange Commission on April 20, 1999
Registration No: 333-
================================================================================
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
-------------------------------------------------
STRATEGIC TIMBER TRUST, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 02-0499201
(State of incorporation or (I.R.S. Employer
organization) Identification No.)
--------------------------
5 NORTH PLEASANT STREET
NEW LONDON, NEW HAMPSHIRE 03257
(Address of principal executive offices) (Zip Code)
<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C>
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),
check the following box. [ ] check the following box. [X]
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<S> <C>
Securities Act registration statement file number to which this form relates: 333-71291
---------
</TABLE>
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Name of each Exchange
Title of each class on which each class
to be so registered is to be registered
------------------- ---------------------
NONE. 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.
Information with respect to the Common Stock of the Registrant is
incorporated herein by reference to the sections captioned "Description of
Capital Stock," "Material Provisions of Georgia Law and Strategic Timber's
Articles of Incorporation and Bylaws That May Have an Anti-Takeover Effect,"
"The Partnership Agreement" and "Distribution Policy," (i) as contained in
Pre-Effective Amendment No. 2 to the Registrant's Registration Statement on
Form S-11 (File No. 333-71291), as filed with the Securities and Exchange
Commission (the "Commission") on April 19, 1999 and (ii) as will be contained
in the Registrant's final prospectus to be filed with the Commission pursuant
to Rule 424(b) under the Securities Act.
ITEM 2. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ----------------------
<S> <C>
1.1** Form of Underwriting Agreement
3.1.1* Articles of Incorporation of the Registrant
3.1.2** Form of Amended and Restated Articles of Incorporation of
the Registrant to be effective on or prior to the
consummation of the Registrant's offering of Common Stock
3.2.1* Bylaws of the Registrant
3.2.2** Form of Amended and Restated Bylaws of the Registrant to be
effective on or prior to the consummation of the
Registrant's offering of Common Stock
3.3* Certificate of Incorporation of Strategic Timber Operating
Co.
3.4* Bylaws of Strategic Timber Operating Co.
3.5.1* Agreement of Limited Partnership of Strategic Timber
Partners, LP
3.5.2* First Amended and Restated Agreement of Limited Partnership
of Strategic Timber Partners, LP
3.5.3* First Amendment to First Amended and Restated Agreement of
Limited Partnership of Strategic Timber Partners, LP
3.5.4* Form of Second Amended and Restated Agreement of Limited
Partnership of Strategic Timber Partners, LP, to be
effective on or prior to the consummation of the
Registrant's offering of Common Stock
3.6.1* Agreement of Limited Partnership of Strategic Timber
Partners II, LP
3.6.2* First Amended and Restated Agreement of Limited Partnership
of Strategic Timber Partners II, LP
3.7* Operating Agreement of Strategic Timber Trust II, LLC
3.8* Operating Agreement of Strategic Timber Two Operating Co.,
LLC
3.9* Fourth Amended and Restated Operating Agreement of Pioneer
Resources, LLC
4.1*** Form of Common Stock Certificate of the Registrant
</TABLE>
- ---------------------------
2
<PAGE> 3
* Filed as an exhibit to the Registrant's Registration Statement on Form
S-11 (File No. 333-71291), as filed with the Commission on January 27,
1999, and incorporated herein by reference.
** Filed as an exhibit to Pre-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form S-11 (File No. 333-71291),
as filed with the Commission on March 26, 1999, and incorporated
herein by reference.
*** Filed as an exhibit to Pre-Effective Amendment No. 2 to the
Registrant's Registration Statement on Form S-11 (File No. 333-71291),
as filed with the Commission on April 19, 1999, and incorporated
herein by reference.
3
<PAGE> 4
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the registrant has caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
STRATEGIC TIMBER TRUST, INC.
By: /s/ C. EDWARD BROOM
-------------------------------------
C. Edward Broom
President and Chief Executive Officer
Date: April 20, 1999
4
