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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 (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
The Enstar Group, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Georgia 63-0590560
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(State of Incorporation or Organization) (IRS Employer Identification No.)
172 Commerce Street - 3rd Floor
Montgomery, Alabama 36104
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(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 securities and is to become
filing pursuant to General effective simultaneously with the
Instruction A(c)(1) please check registration statement under the
the following box. [ ] 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 to Name of Each Exchange on Which
be so Registered Each Class is to be Registered
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None Not applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Share Purchase Rights
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The information required by Item 1 is set forth under the caption
"Description of New Common Stock - Share Purchase Rights Plan" on pages 24 and
25 of the Information Statement included in the Registrant's Amendment No. 2 to
Form 10 filed by the Registrant on March 27, 1997, which description is
incorporated herein by this reference and qualified in its entirety by
reference to the Rights Agreement between the Registrant and American Stock
Transfer & Trust Company, as Rights Agent, dated as of January 20, 1997, the
text of which is atttached as an Exhibit hereto.
Item 2. Exhibits.
1. Rights Agreement between the Registrant and American Stock
Transfer & Trust Company, as Rights Agent, dated as of January
20, 1997, which includes as Exhibit A thereto the Form of
Right Certificate (incorporated by reference to Exhibit 4.1
to the Registrant's Amendment No. 2 to Form 10, filed on
March 27, 1997). Pursuant to the Rights Agreement, the Right
Certificates will not be mailed until the earlier of (i) the
tenth day after a public announcement that a person or group
has acquired beneficial ownership of 15% of more of the
outstanding Common Stock or such earlier date as a
majority of the Board of Directors shall become aware of the
existence of such person or group and (ii) the tenth day
after a person commences, or announces an intention to
commence, a tender or exchange offer the consummation of
which would result in a person beneficially owning 15% or
more of the outstanding Common Stock.
2. Amendment No. 2 to Form 10, filed by the Registrant on March
27, 1997 (incorporated by reference).
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, thereto duly authorized.
THE ENSTAR GROUP, INC.
By: /s/ Cheryl D. Davis
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Cheryl D. Davis
Chief Financial Officer,
Vice President of Corporate Taxes,
Secretary
Dated: May 15, 1997
