SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 8-B
REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS
Filed Pursuant To Section 12(b) Or (g) Of The
Securities Exchange Act Of 1934
Bando McGlocklin Capital Corporation
(Exact name of registrant as specified in its charter)
Wisconsin 39-1364345
(State of incorporation (IRS Employer
or organization) Identification No.)
W239 N1700 Busse Road
P.O. Box 190
Pewaukee, Wisconsin 53072-0190
(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 each
to be so registered class is to be registered
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, 6 cents par value
(Title of Class)
Adjustable Rate Preferred Stock, Senes A, 1 cent par value
(Title of Class)
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Item 1. General Information.
Bando McGlocklin Capital Corporation, a Wisconsin corporation
(the "Company"), was incorporated on February 5, 1980. The Company's
fiscal year ends on December 31.
Item 2. Transaction of Succession.
Prior to January 2, 1997 the Company was an investment company
registered under the Investment Company Act of 1940, as amended (the
"Investment Company Act"). On January 2, 1997, upon the Company's
application the Securities and Exchange Commission ("Commission") issued
an order (Release No. 40-22438) terminating the Company's registration
under the Investment Company Act. Pursuant to Rule 12g-2 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the
Company was deemed to be registered under Section 12(g)(1) of the Exchange
Act upon the termination of the Company's Investment Company act
registration without the filing of an additional registration statement.
The Staff of the Commission has requested that the Company file this
Registration Statement in order to assign the Company an Exchange Act
registration number.
Item 3. Securities to be Registered.
As of March 31, 1997, there were (i) 15,000,000 shares of the
Company's Common Stock, 6 cents par value (the "Common Stock")
authorized, 3,975,540 shares of Common Stock issued and 303,648 shares of
Common Stock held by the Company as treasury shares; and (ii) 3,000,000
shares of Preferred Stock, 1 cent par value, authorized, 690,000 shares of
Adjustable Rate Cumulative Preferred Stock, Series A (the "Series A
Preferred Stock") issued and 15,209 shares of Series A Preferred Stock
held by the Company as treasury shares.
Item 4. Description of Registrant's Securities to be Registered.
The description of the Common Stock contained in the Company's
Registration Statement on Form N-2 (File No. 33-66258) under the caption
"Description of Common Stock and Long-Term Debt -- Common Stock" is
incorporated herein by reference.
The description of the Series A Preferred Stock contained in the
Company's Registration Statement on Form N-2 (File No. 33-66258) under the
caption "Description of the Series A Preferred Stock" is incorporated
herein by reference.
Item 5. Financial Statements and Exhibits.
(a) Financial Statements.
Not applicable because the Company's capital structure and
balance sheet immediately after the issuance of the order referred to in
Item 2 were substantially the same as immediately prior to the issuance of
such order.
(b) Exhibits.
Exhibit
Number Exhibit
3.1 Articles of Incorporation, as amended (incorporated by
reference to Exhibit 3.1 to the Company's Quarterly Report
on Form 10-Q for the period ended March 31, 1997)
3.2 By-laws (incorporated by reference to Exhibit 3.2 to the
Company's Quarterly Report on Form 10-Q for the period
ended March 31, 1997)
4.1 Amended and Restated Loan Agreement dated as of June 28,
1996 between First Bank (N.A.) and Bando McGlocklin Small
Business Investment Corporation (incorporated by reference
to Exhibit 4.1 to the Company's Quarterly Report on Form
10-Q for the period ended March 31, 1997)
4.2 Modification Agreement dated as of October 31, 1996
between First Bank (N.A.) and Bando McGlocklin Small
Business Investment Corporation (incorporated by reference
to Exhibit 4.2 to the Company's Quarterly Report on Form
10-Q for the period ended March 31, 1997)
4.3 Loan Agreement dated as of June 28, 1996 between LaSalle
National Bank and Bando McGlocklin Small Business
Investment Corporation (incorporated by reference to
Exhibit 4.3 to the Company's Quarterly Report on Form 10-Q
for the period ended March 31, 1997)
4.4 First Amendment to Loan Documents dated as of December 2,
1996 by LaSalle National Bank and Bando McGlocklin Small
Business Investment Corporation (incorporated by reference
to Exhibit 4.4 to the Company's Quarterly Report on Form
10-Q for the period ended March 31, 1997)
4.5 Amended and Restated Loan Agreement dated as of June 28,
1996 between First Bank Milwaukee, N.A. and Bando
McGlocklin Small Business Investment Corporation
(incorporated by reference to Exhibit 4.5 to the Company's
Quarterly Report on Form 10-Q for the period ended March
31, 1997)
4.6 First Amendment to Amended and Restated Loan Agreement
dated as of October 31, 1996 between Firstar Bank
Milwaukee, N.A. and Bando McGlocklin Small Business
Investment Corporation (incorporated by reference to
Exhibit 4.6 to the Company's Quarterly Report on Form 10-Q
for the period ended March 31, 1997)
4.7 Second Amendment to Amended and Restated Loan Agreement
dated as of May 14, 1997 between Firstar Bank Milwaukee,
N.A. and Bando McGlocklin Small Business Investment
Corporation (incorporated by reference to Exhibit 4.7 to
the Company's Quarterly Report on Form 10-Q for the period
ended March 31, 1997)
4.8 Master Note Purchase Agreement dated as of January 1, 1997
between the State of Wisconsin Investment Board, Bando
McGlocklin Small Business Lending Corporation and Bando
McGlocklin Capital Corporation (incorporated by reference
to Exhibit 4.8 to the Company's Quarterly Report on Form
10-Q for the period ended March 31, 1997)
10.1 Bando McGlocklin Capital Corporation 1987 Incentive Stock
Option Plan (incorporated by reference to Exhibit 7.3 to
the Company's Form N-5 Registration Statement,
Registration No. 33-12939)
10.2 Bando McGlocklin Capital Corporation 1990 Incentive Stock
Option Plan (incorporated by reference to Exhibit 7.4 to
the Company's Form N-5 Registration Statement,
Registration No. 33-51406)
10.3 Bando McGlocklin Capital Corporation 1993 Incentive Stock
Option Plan (incorporated by reference to Exhibit (i)(6)
to the Company's Pre-Effective Amendment No. 1 to Form N-2
Registration Statement, Registration No. 33-66258)
10.4 Bando McGlocklin Capital Corporation 1997 Stock Option
Plan (incorporated by reference to Exhibit 10.4 to the
Company's Quarterly Report on Form 10-Q for the period
ended March 31, 1997)
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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 application for
registration (or registration statement) to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: June 6, 1997 BANDO McGLOCKLIN CAPITAL CORPORATION
By: /s/ George R. Schonath
George R. Schonath
Chairman of the Board and
Chief Executive Officer
