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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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<TABLE>
<S> <C>
1ST SOURCE CORPORATION 1ST SOURCE CAPITAL TRUST II
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(Exact name of registrant (Exact name of registrant
as specified in its charter) as specified in its charter)
Indiana Delaware
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(State of Incorporation or Organization) (State of Incorporation or Organization)
35-1068133 35-6640421
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(IRS Employer Identification Number) (IRS Employer Identification Number)
c/o 1st Source Corporation
100 North Michigan Street 100 North Michigan Street
South Bend, Indiana 46601 South Bend, Indiana 46601
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(Address of Principal Executive Offices) (Address of Principal Executive Offices)
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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. / /
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Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which each class
to be so registered is to be registered
None. Not Applicable.
Securities to be registered pursuant to Section 12(g) of the Act:
Floating Rate Cumulative Trust Preferred Securities
(and the Guarantee with respect thereto)
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
For a full description of the Floating Rate Cumulative Trust
Preferred Securities (the "Preferred Securities") issued by 1st
Source Capital Trust II, a Delaware statutory business trust (the
"Trust") and the guarantee with respect to the Preferred Securities
by 1st Source Corporation, an Indiana corporation (the "Company"),
both of which are being registered hereby, reference is made to the
information contained under the captions "Description of the
Preferred Securities," "Description of the Subordinated
Debentures," and "Description of the Guarantee" in the Prospectus
that forms part of the Registration Statement (Registration Nos.
333-22577, 333-22577-01 and 333-22577-02) (the "Registration
Statement") filed by the Company, 1st Source Capital Trust I and
the Trust with the Securities and Exchange Commission ("SEC") on
February 28, 1997, under the Securities Act of 1933, as amended
(the "Act"). The information contained in the Registration
Statement and the Prospectus are incorporated herein by reference.
Definitive copies of the Prospectus describing the Preferred
Securities will be filed pursuant to Rule 430A or pursuant to an
amendment to the Registration Statement under the Act and shall be
incorporated by reference into this Registration Statement on Form
8-A.
ITEM 2. EXHIBITS
2.1 Certificate of Trust of 1st Source Capital Trust
II. Incorporated by reference to Exhibit 4.11 to
the Registration Statement.
2.2(a) Trust Agreement of 1st Source Capital Trust II.
Incorporated by reference to Exhibit 4.12 to the
Registration Statement.
2.2(b) Form of Amended and Restated Trust Agreement of 1st
Source Capital Trust II. Incorporated by reference
to Exhibit 4.13 to the Registration Statement.
2.3 Form of Preferred Security Certificate of 1st
Source Capital Trust II. Incorporated by reference
to Exhibit 4.14 to the Registration Statement
(included as an exhibit to Exhibit 4.13 to the
Registration Statement).
2.4 Form of Preferred Securities Guarantee Agreement
for 1st Source Capital Trust II. Incorporated by
reference to Exhibit 4.15 to the Registration
Statement.
2.5 Form of Indenture between 1st Source Corporation
and State Street Bank and Trust Company, as Trustee
with respect to the Floating Rate Subordinated
Debentures of 1st Source Corporation. Incorporated
by reference to Exhibit 4.9 to the Registration
Statement.
2.6 Form of Floating Rate Subordinated Debenture.
Incorporated by reference to Exhibit 4.10 to the
Registration Statement (included as an exhibit to
Exhibit 4.9 to the Registration Statement).
2.7 Form of Agreement as to Expenses and Liabilities
pertaining to 1st Source Capital Trust II.
Incorporated by reference to Exhibit 4.16 to the
Registration Statement (included as an exhibit to
Exhibit 4.13 to the Registration Statement).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrants have duly caused this
Registration Statement to be signed on their behalf by the
undersigned, thereunto duly authorized.
Dated: March 3, 1997
1ST SOURCE CORPORATION 1ST SOURCE CAPITAL TRUST II
By: /s/ Christopher J. Murphy III By: /s/ Christopher J. Murphy III
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Christopher J. Murphy III
Administrative Trustee
By: /s/ Wellington D. Jones III
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Wellington D. Jones III
Administrative Trustee
By: /s/ Larry E. Lentych
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Larry E. Lentych
Administrative Trustee
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