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
Atlantic Preferred Capital Corporation
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Massachusetts Not Applicable
- ---------------------------------------- -------------------------------------
(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
101 Summer Street, Boston, MA 02110
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. / / box. /X/
Securities Act registration statement file number to which this form relates:
333-66677
--------------
(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
------------------- ------------------------------
Not applicable Not applicable
------------------- ------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
Noncumulative Exchangeable Preferred Stock, Series A, par value $.01 per share
(the "Series A Preferred Stock")
- --------------------------------------------------------------------------------
(Title of class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
A description of the Series A Preferred Stock of the Registrant
is set forth in the information provided under "Description of
the Series A Preferred Shares" in the Prospectus which forms a
part of the Registrant's Registration Statement on Form S-11
(File No. 333-66677) filed under the Securities Act of 1933 with
the Securities and Exchange Commission on November 3, 1998, as
amended (the "Registration Statement"), which information is
incorporated herein by reference.
Item 2. Exhibits
(1) Specimen of the stock certificate for the Series A Preferred
Stock (incorporated by reference to Exhibit 4.1 to the
Registration Statement).
(2) (a) Form of Restated Articles of Organization of the
Registrant (incorporated by reference to Exhibit 3.2 to
the Registration Statement).
(b) Form of Amended and Restated By-laws of the Registrant
(incorporated by reference to Exhibit 3.4 to the
Registration Statement).
2
<PAGE>
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.
ATLANTIC PREFERRED CAPITAL CORPORATION
--------------------------------------
(Registrant)
By: /s/ John L. Champion
----------------------------------
John L. Champion
Treasurer
Dated: December 22, 1998
