SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
PIER 1 IMPORTS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 75-1729843
(State of Incorporation (I.R.S. Employer
or Organization) Identification no.)
301 Commerce Street, Suite 600
Fort Worth, Texas 76102
(Address of Principal Executive Offices) (Zip Code)
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
------------------- -------------------------------
% Convertible Subordinated New York Stock Exchange
Notes Due 2006
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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Item 1. Description of Registrant's Securities to be Registered
The description of the Registrant's % Convertible Subordinated Notes Due
2006 is incorporated herein by reference to the section captioned "Description
of the Notes" on pages 32 to 39, inclusive, of the Prospectus constituting a
part of the Registrant's Registration Statement on Form S-3, Reg. No. 333-10677,
filed with the Securities and Exchange Commission on August 23, 1996, as amended
by Amendment No. 1 to Registration Statement on Form S-3, filed with the
Securities and Exchange Commission on September 6, 1996.
Item 2. Exhibits.
3(i) Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3(i) to the Registrant's Form 10-K for the
fiscal year ended March 2, 1996).
3(ii) By-Laws of the Registrant (incorporated by reference to Exhibit
3(ii) to the Registrant's Form 10-Q for the fiscal quarter ended
November 26, 1994).
4.1 Form of Indenture to be dated as of September , 1996, between
the Registrant and Wells Fargo Bank (Texas), N.A. as Trustee,
relating to the % Convertible Subordinated Notes Due 2006,
including form of % Convertible Subordinated Note Due 2006
(incorporated by reference to Exhibit 4.1 to the Registrant's
Amendment No. 2 to Registration Statement on Form S-3, Reg. No.
333-10677, dated September 11, 1996).
4.2 Rights Agreement, dated as of December 9, 1994, by and between
the Registrant and First Interstate Bank, N.A., as Rights Agent
(incorporated by reference to Exhibit 4 to the Registrant's
Registration Statement on Form 8-A, Reg. No. 1-7832, dated
December 20, 1994).
<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.
Dated: September 11, 1996
PIER 1 IMPORTS, INC.
By: /s/J. RODNEY LAWRENCE
J. Rodney Lawrence
Senior Vice President
