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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT 1934
MERCURY AIR GROUP, INC.
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(Exact name of registrant as specified in its charter)
New York 11-1800515
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
5456 McConnell Avenue, Los Angeles, California 90066
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(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
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Convertible Subordinated American Stock Exchange
Debentures, due 2006 Pacific Stock Exchange
Common Stock, $.01 par value Pacific Stock Exchange
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.
Descriptions of the Convertible Subordinated Debentures, due 2006 and the
Common Stock, $.01 par value, are contained in Registrant's Registration
Statement on Form S-1 (N. 33-65085) filed with the Securities and Exchange
Commission on December 15, 1995 (the "1995 Registration Statement") under the
captions "Description of Debentures" and "Description of Capital Stock--Common
Stock" which are incorporated herein by reference.
ITEM 2. EXHIBITS
1.1 Form of Debenture for Convertible Subordinated Debentures, due
2006. Incorporated by reference to Exhibit A to Exhibit 4.1 of
the 1995 Registration Statement.
1.2 Form of Stock Certificate for Common Stock.
2.1 Form of Indenture between Registrant and IBJ Schroder Bank &
Trust Company, as Trustee, under which the Debentures are to be
issued, including the Form of Debenture attached as Exhibit A
thereto. Incorporated by reference to Exhibit 4.1 of the 1995
Registration Statement.
2.2 Restated Certificate of Incorporation. Incorporated by reference
to the Company's Registration Statement on Form S-2
(N. 33-39044).
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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.
MERCURY AIR GROUP, INC.
Dated: January 26, 1996 By: /s/ Randolph E. Ajer
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Randolph E. Ajer
Executive Vice President, Financial
Officer, Chief Accounting Officer
and Secretary
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Exhibit 1.2 to Form 8-A
FORM OF STOCK CERTIFICATE FOR
COMMON STOCK
Specimen Stock Certificate, Cusip No. 589354-10-9 issued by Mercury Air
Group, Inc., signed by Randolph E. Ajer, Secretary, and Seymour Kahn,
Chairman, countersigned by American Stock Transfer & Trust Company, New York,
N.Y., Seal of Mercury Air Group, Inc. fixed thereon.
