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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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
IRWIN FINANCIAL CORPORATION IFC CAPITAL TRUST I
(Exact Name of Registrant (Exact Name of Registrant
as Specified in its Charter) as Specified in its Charter)
Indiana Delaware
(State of Incorporation (State of Incorporation
or Organization) or Organization)
35-1286807 35-6636128
(IRS Employer (IRS Employer
Identification Number) Identification Number)
500 Washington Street 500 Washington Street
Columbus, Indiana 47201 Columbus, Indiana 47201
(Address of Principal (Address of Principal
Executive Offices) Executive Offices)
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:
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:
_____% Cumulative Trust Preferred Securities
(and the Guarantee with respect thereto)
(Title of Class)
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Item 1. Description of Registrant's Securities to be
Registered
For a full description of IFC Capital Trust I's %
Cumulative Trust Preferred Securities (the "Preferred
Securities") and Irwin Financial Corporation's guarantee (the
"Guarantee") being registered hereby, reference is made to the
information contained under the captions "Description of
Preferred Securities," "Description of Subordinated
Debentures," and "Description of Guarantee" in the Prospectus
that forms part of the Company's Registration Statement
(Registration No. 333-18655 and Registration No. 333-18655-01)
filed with the Securities and Exchange Commission ("SEC") on
December 23, 1996, under the Securities Act of 1933, as
amended. The information contained in the foregoing
Registration Statement (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 Securities
Act of 1933 and shall be incorporated by reference into this
registration statement on Form 8-A.
Item 2. Exhibits
2.1 Certificates of Trust of IFC Capital Trust I.
Incorporated by reference to Exhibit 4.3 to
the Registration Statement.
2.2(a) Trust Agreement of IFC Capital Trust I.
Incorporated by reference to Exhibit 4.4 to
the Registration Statement.
2.2(b) Form of Amended and Restated Trust Agreement
for IFC Capital Trust I. Incorporated by
reference to Exhibit 4.5 to the Registration
Statement.
2.3 Form of Preferred Security Certificate for IFC
Capital Trust I. Incorporated by reference
to Exhibit 4.6 to the Registration Statement
(included as an exhibit to Exhibit 4.5 of the
Registration Statement).
2.4 Form of Preferred Securities Guarantee
Agreement for IFC Capital Trust I.
Incorporated by reference to Exhibit 4.7
to the Registration Statement.
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2.5 Form of Indenture dated as of January __, 1997,
between Irwin Financial Corporation and State
Street Bank and Trust Company, as Trustee.
Incorporated by reference to Exhibit 4.1 to
the Registration Statement.
2.7 Form of Subordinated Debenture. Incorporated
by reference to Exhibit 4.2 to the Registration
Statement (included as an exhibit to Exhibit
4.1 to the Registration Statement).
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SIGNATURES
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, as amended, the registrants
have duly caused this registration statement to be signed on
their behalf by the undersigned, thereunto duly authorized.
Dated: January 3, 1997.
IRWIN FINANCIAL CORPORATION IFC CAPITAL TRUST I
By /s/ Matthew F. Souza By /s/ Matthew F. Souza
Matthew F. Souza, Matthew F. Souza,
General Counsel and as Trustee
Secretary
/s/ Marie C. Strack
Marie C. Strack,
as Trustee
/s/ Gregory F. Ehlinger
Gregory F. Ehlinger,
as Trustee
