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 of 1934
MCC SUB, INC.<F1>
(Exact name of registrant as specified in its charter)
Mississippi 64-0292638
(State or other (I.R.S. Employer
jurisdiction of organization) Identification No.)
Highway 49 East, P.O. Box 388, Yazoo City, Mississippi 39194
(Address of principal executive offices) (Zip Code)
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:
Title of each
class to be so registered:
Common Stock, $.01 par value
[FN]
<F1> Please note that the Registrant's name will be
automatically changed to "Mississippi Chemical Corporation" upon
the effectiveness of its proposed merger with Mississippi
Chemical Corporation, currently scheduled for July 1, 1994.
<PAGE>
Item 1. Description of Registrant's Securities to be
Registered.
The description of the Registrant's Common Stock and
Preferred Stock is contained under the heading "The New Company--
Summary of New Company Articles of Incorporation and Bylaws" in
Mississippi Chemical Corporation's Amendment No. 1 to its
Registration Statement on Form S-4, SEC File No. 33-53119. Such
description is incorporated herein by reference thereto.
Item 2. Exhibits
(3)(a) Articles of Incorporation. Incorporated herein
by reference to Appendix B of Mississippi Chemical Corporation's
Amendment No. 1 to its Registration Statement on Form S-4 (SEC
File No. 33-53119).
(3)(b) Bylaws of Registrant. Incorporated herein by
reference to Appendix C of Mississippi Chemical Corporation's
Amendment No. 1 to its Registration Statement on Form S-4 (SEC
File No. 33-53119).
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<PAGE>
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.
MCC SUB, INC.
By: /s/Robert E. Jones
Name, Title: Robert E. Jones, Vice President
and General Counsel
Date: June 1, 1994
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