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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
AVATAR HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware 29-1739078
(State of incorporation or organization) (IRS Employer
Identification No.)
255 Alhambra Circle, Coral Gables, Florida 33134
(Address of principal executive offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon filing securities and is to become effective
pursuant to General Instruction simultaneously with the effectiveness
A(c)(1) please check the of a concurrent registration
following box. [ ] statement under the Securities
Act of 1933 pursuant to General
Instruction A(c)(2) please check
the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-41923
Securities to be registered pursuant to Section 12(b) of the Act: None.
Securities to be registered pursuant to Section 12(g) of the Act:
Convertible Subordinated Notes due 2005,
convertible into Common Stock, $1.00 par value
(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The Registrant hereby incorporates by reference the
description of the Convertible Subordinated Notes due 2005 set forth under the
caption "Description of the Notes" on pages 40 to 48 of the Prospectus contained
in Amendment No.2 to the Registrant's Registration Statement on Form S-3 as
filed with the Securities and Exchange Commission (the "Commission") on January
27, 1998.
ITEM 2. EXHIBITS.
The securities described herein are to be registered pursuant
to Section 12(g) of the Securities Exchange Act of 1934 on an exchange on which
other securities of the Registrant are currently registered. In accordance with
Part II to the instructions regarding exhibits on Form 8-A, except as otherwise
indicated, the following exhibits are incorporated herein by reference to the
identically numbered exhibits contained in Amendment No.2 to the Registration
Statement on Form S-3 filed with the Commission on January 27, 1998:
4.1 Form of Indenture between Avatar Holdings Inc. and The Chase
Manhattan Bank, as Trustee, in respect of the Company's __%
Convertible Subordinated Notes due 2005.
4.2 Form of Convertible Subordinated Note (included in the Form of
Indenture).
4.3 Certificate of Incorporation, as amended -- incorporated by
reference to Exhibit 3(a) to the Registrant's Form 10-K for
the year ended December 31, 1986 (File No. 0-7616).
4.4 By-laws, as amended and restated February 13, 1997 --
incorporated by reference to Exhibit 3(b) to the Registrant's
Form 10-K for the year ended December 31, 1996 (File No.
0-7616).
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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, thereunto duly authorized.
AVATAR HOLDINGS INC.
Date: January 26, 1998 By: /s/ JUANITA I. KERRIGAN
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Juanita I. Kerrigan
Vice President and Secretary
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