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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
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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Irwin Financial Corporation IFC Capital Trust II
(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 Applied for
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
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 securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [_]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [X]
Securities Act registration statement file numbers to which this form
relates:
333-44458; 333-44458-01
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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None None
Securities to be Registered Pursuant to Section 12(g) of the Act:
__% Cumulative Trust Preferred Securities
(and the Guarantee with respect thereto)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
For a full description of IFC Capital Trust II's __% Cumulative Trust
Preferred Securities (the "Trust 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 the
Preferred Securities," "Description of the Debentures" and "Description of the
Guarantees" in the Prospectus that forms part of the Registration Statement (
Registration No. 333-44458 and Registration No. 333-44458-01) filed by
Irwin Financial Corporation and IFC Capital Trust II with the Securities and
Exchange Commission (the "Commission") on August 24, 2000 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 Trust
Preferred Securities will be filed pursuant to Rule 424(b) or pursuant to an
amendment to the Registration Statement under the Securities Act of 1933 and the
above-referenced sections therein shall be incorporated by reference into this
registration statement on Form 8-A.
Item 2. Exhibits.
2.1 Certificate of Trust of IFC Capital Trust II (incorporated by
reference to Exhibit 4.5 to the Registration Statement.)
2.2 Trust Agreement of IFC Capital Trust II (incorporated by reference
to Exhibit 4.6 to the Registration Statement).
2.3 Form of Amended and Restated Trust Agreement of IFC Capital Trust II
(incorporated by reference to Exhibit 4.7 to the Registration
Statement).
2.4 Form of Preferred Securities Certificate of IFC Capital Trust II
(incorporated by reference to Exhibit 4.8 to the Registration
Statement which is included as Exhibit D to Exhibit 4.7 to the
Registration Statement).
2.5 Form of Preferred Securities Guarantee Agreement of IFC Capital
Trust II (incorporated by reference to Exhibit 4.9 to the
Registration Statement).
2.6 Form of Indenture for Junior Subordinated Debentures (incorporated
by reference to Exhibit 4.3 to the Registration Statement).
2.7 Form of Junior Subordinated Debenture (incorporated by reference to
Exhibit 4.4 to the Registration Statement which is included as
Exhibit A to Exhibit 4.3 to the Registration Statement).
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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.
Dated August 24, 2000 IRWIN FINANCIAL CORPORATION
By: /s/ Gregory F. Ehlinger
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Gregory F. Ehlinger
Senior Vice President and
Chief Financial Officer
IFC CAPITAL TRUST II
By: /s/ Thomas D. Washburn
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Thomas D. Washburn, as Trustee
By: /s/ Jody A. Littrell
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Jody A. Littrell, as Trustee
By: /s/ Gregory F. Ehlinger
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Gregory F. Ehlinger, as Trustee
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