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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
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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
Hawaiian Electric Hawaii 99-0208097
Industries, Inc. (State of incorporation (I.R.S. Employer
(Exact name of registrant or organization) Identification No.)
as specified in its charter)
900 Richards Street, Honolulu, Hawaii 96813
(Address of principal executive offices, including zip code)
Hawaiian Electric Industries Delaware 52-6829385
Capital Trust I (State of (I.R.S. Employer
(Exact name of registrant incorporation or Identification No.)
as specified in its organization)
certificate of trust)
c/o The Bank of New York, 101 Barclay Street, 21st Floor, New York, N.Y. 10286
Attention: Corporate Trust Trustee Administration
(Address of principal executive offices, including zip code)
HEI Preferred Funding, LP Delaware 52-2007237
(Exact name of registrant (State of (I.R.S. Employer
as specified in its incorporation or Identification No.)
certificate of limited organization)
partnership, as amended)
c/o Hycap Management, Inc.
300 Delaware Avenue, Suite 1704, Wilmington, Del. 19801
(Address of principal executive offices, including zip code)
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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(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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8.36% Trust Originated Preferred New York Stock Exchange, Inc.
Securities of
Hawaiian Electric Industries
Capital Trust I
(and the Guarantee with respect
thereto)
8.36% Partnership Preferred Securities of New York Stock Exchange, Inc.
HEI Preferred Funding, LP
(and the Guarantee with respect thereto)
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 REGISTRANTS' SECURITIES TO BE REGISTERED.
The class of securities to be registered hereby consist of (i) the 8.36%
Trust Originated Preferred Securities-SM- (the "TOPrS-SM-" or "Trust Preferred
Securities"), representing preferred undivided beneficial ownership interests in
the assets of Hawaiian Electric Industries Capital Trust I, a statutory business
trust formed under the laws of the State of Delaware (the "Trust"), together
with the Trust Preferred Securities Guarantee by Hawaiian Electric Industries,
Inc., a Hawaii corporation, in favor of the holders of the Trust Preferred
Securities, and (ii) the 8.36% Partnership Preferred Securities (the
"Partnership Preferred Securities"), representing the limited partner interests
in HEI Preferred Funding, LP, a Delaware limited partnership (the
"Partnership"), together with the Partnership Preferred Securities Guarantee by
Hawaiian Electric Industries, Inc., a Hawaii corporation, in favor of the
holders of the Partnership Preferred Securities.
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For a description of the Trust Preferred Securities and related Trust
Preferred Securities Guarantee, reference is made to the information set forth
under the headings "Description of the Trust Preferred Securities", "Description
of the Trust Guarantees", "Supplemental Description of the Trust Preferred
Securities" and "Supplemental Description of the Trust Guarantee" in the
Registration Statement on Form S-3 (Registration Nos. 333-18809, 333-18809-01,
333-18809-02, 333-18809-03 and 333-18809-04) filed with the Securities and
Exchange Commission (the "Commission") on December 24, 1996 under the Securities
Act of 1933, as amended (the "Act"), and Amendment No. 1 thereto filed with the
Commission on January 24, 1997 (such Registration Statement, as so amended,
being hereinafter referred to as the "Registration Statement"), which
description is incorporated herein by reference. For a description of the
Partnership Preferred Securities and related Partnership Preferred Securities
Guarantee, reference is made to the information set forth under the headings
"Description of the Partnership Preferred Securities", "Description of the
Partnership Guarantee", "Supplemental Description of the Partnership Preferred
Securities" and "Supplemental Description of the Partnership Guarantee" in the
Registration Statement, which description is incorporated herein by reference.
Definitive copies of the prospectus describing the terms of the Trust Preferred
Securities and Partnership Preferred Securities and their respective Guarantees
will be filed pursuant to Rule 424(b) under the Act and shall be deemed to be
incorporated herein by reference.
ITEM 2. EXHIBITS.
2.1 Certificate of Trust dated December 19, 1996 of Hawaiian Electric
Industries Capital Trust I (incorporated herein by reference to Exhibit
4(a)(i) to the Registration Statement).
2.2 Form of Amended and Restated Trust Agreement of Hawaiian Electric
Industries Capital Trust I (incorporated by reference to Exhibit 4(f) to
the Registration Statement).
2.3 Amended and Restated Certificate of Limited Partnership dated as of January
23, 1997 of HEI Preferred Funding, LP (incorporated by reference to Exhibit
4(c) to the Registration Statement).
2.4 Form of Amended and Restated Agreement of Limited Partnership of HEI
Preferred Funding, LP (incorporated by reference to Exhibit 4(e) to the
Registration Statement).
2.5 Form of Trust Preferred Securities Guarantee Agreement between Hawaiian
Electric Industries, Inc. and The Bank of New York, as guarantee trustee
(incorporated by reference to Exhibit 4(o) to the Registration Statement).
2.6 Form of Partnership Preferred Securities Guarantee Agreement between
Hawaiian Electric Industries, Inc. and The Bank of New York, as guarantee
trustee (incorporated by reference to Exhibit 4(p) to the Registration
Statement).
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2.7 Form of Junior Indenture between Hawaiian Electric Industries, Inc. and The
Bank of New York, as trustee (incorporated by reference to Exhibit 4(i) to
the Registration Statement).
2.8 Form of Officers' Certificate to be used in connection with the issuance
by Hawaiian Electric Industries, Inc. of Junior Subordinated Debentures
(incorporated by reference to Exhibit 4(l) to the Registration Statement).
2.9 Form of Affiliate Investment Instruments Guarantee Agreement between
Hawaiian Electric Industries, Inc. and The Bank of New York, as guarantee
trustee (incorporated by reference to Exhibit 4(q) to the Registration
Statement).
2.10 Form of Trust Preferred Security (included in Exhibit 2.2 above).
2.11 Form of Partnership Preferred Security (included in Exhibit 2.4 above).
2.12 Form of Junior Subordinated Debenture (included in Exhibit 2.8 above).
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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, thereto duly authorized.
HAWAIIAN ELECTRIC INDUSTRIES
CAPITAL TRUST I
Date: January 31, 1997 By Hawaiian Electric Industries, Inc.,
as sponsor
By: /s/ Robert F. Mougeot
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Name: Robert F. Mougeot
Title: Financial Vice President and
Chief Financial Officer
By: /s/ Constance H. Lau
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Name: Constance H. Lau
Title: Treasurer
HEI PREFERRED FUNDING, LP
By: HYCAP MANAGEMENT, INC.
as General Partner
By: /s/ Robert F. Clarke
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Name: Robert F. Clarke
Title: President
By: /s/ Betty Ann M. Splinter
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Name: Betty Ann M. Splinter
Title: Secretary
HAWAIIAN ELECTRIC INDUSTRIES, INC.
By: /s/ Robert F. Mougeot
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Name: Robert F. Mougeot
Title: Financial Vice President
& Chief Financial Officer
By: /s/ Constance H. Lau
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Name: Constance H. Lau
Title: Treasurer
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