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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
NRT INCORPORATED
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 33-0769705
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
6 Sylvan Way, Parsippany, New Jersey 07054
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(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the registration If this form relates to the registration
of a class of debt securities and is of a class of securities and is to become
effective upon filing pursuant to effective simultaneous with the
General Instruction A(c)(1) please effectiveness of a concurrent registration
check the following box. [ ] statement under the Securities Act of 1933
pursuant to General Instruction A(c)(2)
check the following box. [ ]
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Securities Act registration statement file number to which this form relates:
333-72093
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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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
For a description of the securities to be registered hereunder,
reference is made to the information set forth under the heading "Description of
Capital Stock" in the Registrant's Prospectus, which constitutes a part of the
registrant's Registration Statement on Form S-1 (File No. 333-72093), filed
pursuant to the Securities Act of 1933, as amended, which information is hereby
incorporated herein by reference.
Item 2. Exhibits
The following exhibits to this Registration Statement have been filed
as exhibits to the Registrant's Registration Statement on Form S-1 (File No.
333-72093), filed pursuant to the Securities Act of 1933, as amended, and are
hereby incorporated herein by reference.
Exhibit No. Description of Exhibit
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Exhibit 1 Form of Restated Certificate of Incorporation of the
Registrant.
Exhibit 2 Form of Amended and Restated By-laws of the Registrant.
Exhibit 3 Specimen of Common Stock Certificate.
Exhibit 4 Form of Amended and Restated Stockholders Agreement among
the Registrant, Apollo Management, L.P., Cendant Corporation
and the stockholders named therein.
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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.
Dated: June 2, 1999
NRT INCORPORATED
By: /s/ Steven L. Barnett
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Name: Steven L. Barnett
Title: Senior Vice President,
Secretary and General Counsel
