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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
SEI TRUST I
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(Exact name of registrant as specified in its charter)
DELAWARE Applied For
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(State of incorporation or organization) (IRS Employer Identification No.)
1403 Foulk Road, Suite 102, Wilmington, Delaware 19803
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(Address of principal executive offices) (Zip Code)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file numbers to which this form
relates: 333-41680 and 333-41680-01.
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class is
to be so registered to be so registered
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6 1/4% Convertible Trust Preferred Securities, New York Stock Exchange
Series A (liquidation amount $50 per Preferred Security)
Securities to be registered pursuant to Section 12(g) of the Act:
-None-
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
This Registration Statement relates to the 6 1/4% Convertible Trust
Preferred Securities, Series A (liquidation amount $50 per Preferred Security)
(the "Preferred Securities") of SEI Trust I, a Delaware business trust. A
description of the Preferred Securities is contained in the Registration
Statement on Form S-1, as amended, of Southern Energy, Inc. and SEI Trust I,
Registration Nos. 333-41680 and 333-41680-01, filed pursuant to the Securities
Act of 1933, as amended (the "Securities Act"). Such description is incorporated
herein by this reference. A description of the Preferred Securities will also be
included in a form of prospectus subsequently filed by Southern Energy, Inc. and
SEI Trust I pursuant to Rule 424(b) under the Securities Act. Such prospectus
shall be deemed to be incorporated by reference herein.
Item 2. Exhibits.
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<CAPTION>
Exhibit Number
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1 -- Registration Statement on Form S-1, as amended, filed by
Southern Energy, Inc. and SEI Trust I (Registration Nos.
333-41680 and 333-41680-01) (the "Registration Statement")
(incorporated herein by reference).
4(a) -- Certificate of Trust of SEI Trust I (designated in the
Registration Statement as Exhibit 4.2 and incorporated
herein by reference).
4(b) -- Trust Agreement of SEI Trust I (designated in the
Registration Statement as Exhibit 4.3 and incorporated
herein by reference).
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<S> <C>
4(c) -- Form of Amended and Restated Trust Agreement of SEI Trust
I (designated in the Registration Statement as Exhibit 4.4
and incorporated herein by reference).
4(d) -- Form of Junior Subordinated Note Indenture among Southern
Energy, Inc. and Bankers Trust Company, as trustee
(designated in the Registration Statement as Exhibit 4.6 and
incorporated herein by reference).
4(e) -- Form of First Supplemental Indenture among Southern Energy,
Inc. and Bankers Trust Company, as trustee (designated in
the Registration Statement as Exhibit 4.7 and incorporated
herein by reference).
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Exhibits heretofore filed with the Securities and Exchange Commission
and designated as set forth above are hereby incorporated herein by reference
and made a part hereof with the same effect as if filed herewith.
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 thereunto duly authorized.
Dated September 26, 2000 SEI TRUST I
By SOUTHERN ENERGY, INC.,
as Depositor
By /s/ Elizabeth B. Chandler
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Elizabeth B. Chandler
Secretary and Vice President
