July 24, 1996
Securities & Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Registration statement on Form 8-A for Midcoast Energy Resources, Inc.
Ladies and Gentlemen:
Enclosed herewith for filing is Midcoast Energy Resources, Inc. Registration
Statement on Form 8-A ("Form 8-A") as required by Section 12 of the Securities
Exchange Act of 1934. The undersigned registrant respectifully requests that
this Form 8-A be declared effective simultaneous with Midcoast Energy
Resources, Inc.'s Registration Statement on Form SB-2 (NO. 333-4643) filed
under the Securities Act of 1933.
If you have any questions, please do not hesitate to contact the undersigned at
713/650-8900.
Very truly yours,
/s/Richard Robert
Richard Robert
Treasurer, Principal Financial Officer and
Principal Accounting Officer
Enclosures
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
MIDCOAST ENERGY RESOURCES, INC.
(Exact Name of Registrant as Specified in its Charter)
State of Nevada 76-0378638
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
1100 Louisiana, Suite 2950 77002
Houston, Texas (Zip Code)
(Address and Principal Executive Offices)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
debt securities and is effective debt securities and is to become
upon filing pursuant to General effective simultaneously with the
Instruction A.(c)(1), please effectiveness of a concurrent
check the following box.____ 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(b) of the Act:
Title of Each Class Name of Each Exchange on
to be so Registered Which
Each Class is to Registered
Common Stock par value $.01 per share American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
The description of the common stock, par value $.01 per share (the
"Common Stock"), of Midcoast Energy Resources, Inc. (the "Company") to be
registered hereunder is set forth under the caption "Description of Capital
Stock" in the Prospectus included within the Registration Statement of the
Company on Form SB-2 (the "SB-2 Registration Statement") originally filed on
May 28, 1996 and in the Amendment No.1 to the SB-2 Registration Statement
filed on July 23, 1996 with the Securities and Exchange Commission (the "SEC")
(Registration No. 333-4643) which description is incorporated herein by
reference.
Item 2. Exhibits.
Exhibit No. Exhibit
1 Midcoast Form 10-KSB for the fiscal year ended December 31, 1995, as
amended by SEC Form 10-KSB/A-1 dated April 29, 1996 and as amended
by SEC Form 10-KSB Form/A-2 dated June 19, 1996.
2 Midcoast Form 10-QSB for the quarter ended March 31, 1996.
3 Proxy Statement for a meeting of stockholders held on May 18, 1995.
4 14C Information Statement regarding consent of stockholders given
on May 13 and May 28, 1996.
5 Certificate of Incorporation of Midcoast Energy Resources, Inc.
(Incorporated by reference from Midcoast Form 10-KSB for the
fiscal year ended December 31, 1992).
6 Bylaws of Midcoast Energy Resources, Inc. (Incorporated by
reference from Midcoast Form 10-KSB for the fiscal year ended
December 31, 1992.)
7 Representative's Warrants*
8 Form of Warrant by and between Triumph Resources Corporation and
Midcoast Energy Resources, Inc.*
9 Specimen certificate for shares of Midcoast Energy Resources, Inc.
Common Stock, par value $.01 per share.*
10 Last annual report submitted to Midcoast Energy Resources, Inc.
stockholders (see Exhibit No.1).
* To be filed by Amendment as an Exhibit to the SB-2 Registration Statement.
<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.
MIDCOAST ENERGY RESOURCES, INC.
Date: July 24, 1996 By:/s/ Richard Robert
Richard Robert
Treasurer, Principal Financial Officer and
Principal Accounting Officer
