As filed with the Securities and Exchange Commission on
October 17, 1996
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
COUNTRYWIDE CAPITAL 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 (I.R.S. Employer
organization) Identification No.)
c/o Countrywide Credit
Industries, Inc.
155 North Lake Avenue 91101
Pasadena, California
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(Address of principal executive (Zip Code)
offices)
COUNTRYWIDE CREDIT INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 13-2641992
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(State of incorporation or (I.R.S. Employer
organization) Identification No.)
155 North Lake Avenue
Pasadena, California 91101
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(Address of principal executive (Zip Code)
offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which each class is to
to be so registered be registered
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Countrywide Capital I New York Stock Exchange
__% Cumulative Trust Originated
Preferred Securities (and the
Guarantee by Countrywide Credit
Industries, Inc. with respect
thereto)
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If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A.(c)(2),
please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
Exhibit Index Located at Page 2
Item 1. Description of the Registrants' Securities to be
Registered.
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The __% Cumulative Trust Originated Preferred
Securities (the "Preferred Securities") of Countrywide Capital I,
a statutory business trust created under the laws of Delaware,
registered hereby represent undivided beneficial interests in the
assets of Countrywide Capital I and are guaranteed (the
"Guarantee") as to distributions and other payments by
Countrywide Credit Industries, Inc., a Delaware corporation
("Countrywide," and together with Countrywide Capital I, the
"Registrants"), to the extent set forth in the form of Preferred
Securities Guarantee by Countrywide in favor of The Bank of New
York, as Preferred Securities Guarantee Trustee, for the benefit
of the holders of Preferred Securities, which is incorporated
herein by reference to Exhibit 4.10 to the Registration Statement
on Form S-3 (Registration Nos. 333-14111, 333-14111-01, 333-14111-
02 and 333-14111-03) (the "Registration Statement") of the
Registrants, Countrywide Capital II and Countrywide Home Loans,
Inc. ("CHL"), filed with the Securities and Exchange Commission
(the "Commission") on October 15, 1996. The particular terms of
the Preferred Securities and the Guarantee are described in the
preliminary prospectus and preliminary prospectus supplement
(collectively, the "Prospectus") which forms a part of the
Registration Statement. The Prospectus and the form of Guarantee
are incorporated by reference herein as set forth in Item 2
below. Such Prospectus, as may hereafter be amended and filed as
part of an amendment to the Registration Statement or otherwise
pursuant to Rule 424(b) under the Securities Act of 1933, as
amended, is hereby incorporated by reference.
Item 2. Exhibits.
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The securities described herein are to be registered on
the New York Stock Exchange (the "NYSE"), on which no other
securities of Countrywide Capital I are registered. Countrywide's
Common Stock, par value $.05 per share, is listed on the New York
Stock Exchange. Accordingly, except as otherwise indicated, the
following exhibits required in accordance with Part II to the
Instructions as to exhibits on Form 8-A have been or will be duly
filed with the New York Stock Exchange.
1. Preliminary Prospectus and Preliminary Prospectus
Supplement pertaining to the offer and sale of the
Preferred Securities, which forms a part of, and is
incorporated by reference to, the Registration
Statement.
2. Certificate of Trust of Countrywide Capital I
(incorporated by reference to Exhibit 4.1 to the
Registration Statement).
3. Form of Amended and Restated Declaration of Trust for
Countrywide Capital I (incorporated by reference to
Exhibit 4.5 to the Registration Statement).
4. Form of Preferred Security (incorporated by reference
to Exhibit 4.8 to the Registration Statement).
5. Form of Preferred Securities Guarantee between
Countrywide, as Guarantor, and The Bank of New York, as
Preferred Securities Guarantee Trustee (incorporated by
reference to Exhibit 4.10 to the Registration
Statement).
6. Form of Indenture among CHL, Countrywide and The Bank
of New York, as Debt Securities Trustee (incorporated
by reference to Exhibit 4.6 to the Registration
Statement).
7. Form of First Supplemental Indenture among CHL,
Countrywide and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 4.7 to the
Registration Statement).
8. Form of Junior Subordinated Deferrable Interest
Debenture (incorporated by reference to Exhibit 4.9 to
the Registration Statement).
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, as amended, the Registrant
has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereto duly authorized.
Date: October 17, 1996
COUNTRYWIDE CAPITAL I
By: Countrywide Credit Industries, Inc.,
as Sponsor
By: /s/Eric P. Sieracki
-----------------------------
Name: Eric P. Sieracki
Title: Managing Director,
Corporate Finance and
Investor Relations
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, as amended, the Registrant
has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereto duly authorized.
Date: October 17, 1996
COUNTRYWIDE CREDIT INDUSTRIES, INC.
By: /s/Eric P. Sieracki
-----------------------------
Name: Eric P. Sieracki
Title: Managing Director,
Corporate Finance
and Investor Relations
