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UNITED STATES
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
FIRST LIBERTY FINANCIAL CORP.
(Exact Name of Registrant as Specified in Its Charter)
Georgia 58-1680650
(State of (I.R.S. Employer
incorporation) Identification No.)
201 Second Street
Macon, Georgia 31297
(Address of Principal Executive Offices, Including Zip Code)
(912) 743-0911
(Registrant's Telephone Number, Including Area Code)
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
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Series B 6.0% Cumulative Convertible Preferred Stock,
$25.00 stated value pershare
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The description of the securities being registered included under the
caption "Description of FLFC Capital Stock" in the Proxy Statement/Prospectus
included as part of the Registrant's Registration Statement on Form S-4,
No. 33-60207 (SEC Accession Number 0000950144-95-001689), is incorporated by
reference herein. Such description also will be included under the caption
"Description of FLFC Capital Stock" in a Proxy Statement/Prospectus to be
filed by the Registrant pursuant to Rule 424(b) of the Securities Act of 1933,
as amended. The description of the securities set forth in such subsequently
filed Prospectus shall be deemed to be incorporated by reference herein.
Item 2. Exhibits
The following exhibits are incorporated by reference to a prior filing
as indicated:
Exhibit No. Description
1 Specimen form of Series B 6% Cumulative Convertible
Preferred Stock certificate (incorporated by reference
to Exhibit 4.1 of the Registration Statement on Form
S-4, No. 33-83108).
2(a) Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit C to the
Registrant's Registration Statement on Form S-1,
No. 2-98803).
(b) Articles of Amendment of Articles of Incorporation
dated March 31, 1987 (incorporated by reference to
Exhibit 3(a)2 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended September 30,
1987).
(c) Articles of Amendment of Articles of Incorporation
dated March 4, 1988 (incorporated by reference to
Exhibit 3(a)3 to the Registrant's Annual Report on
Form 10-K for the fiscal year ended September 30,
1990).
(d) Articles of Amendment of Articles of Incorporation
dated February 16, 1993 (incorporated by reference
to Exhibit 3.4 to the Registrant's Registration
Statement on Form S-2, No. 33-56296).
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(e) Articles of Amendment of Articles of Incorporation
dated December 1, 1994 (incorporated by reference to
Exhibit 3.1(e) of the Registrant's Registration
Statement on Form S-4, No. 33-60207).
(f) Form of Articles of Amendment of Articles of
Incorporation (incorporated by reference to Exhibit
3.1(f) of the Registrant's Registration Statement on
Form S-4, No. 33-60207).
3 Bylaws, as amended (incorporated by reference to
Exhibit 3(b)2 of the Registrant's Annual Report on
Form 10-K for the fiscal year ended September 30,
1993).
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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, thereto duly
authorized.
FIRST LIBERTY FINANCIAL CORP.
(Registrant)
Date: July 19, 1995 By: /s/ Robert F. Hatcher
-------------------------
Robert F. Hatcher
President and Chief
Executive Officer
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July 20, 1995
Securities and Exchange Commission
Main Filing Desk, Stop 1-4
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
RE: First Liberty Financial Corp. (Commission File
No. 0-14417)--Registration Statement on Form 8-A
Ladies and Gentlemen:
On June 14, 1995, our client, First Liberty Financial Corp. (the
"Company"), filed a Registration Statement on Form S-4, No. 33-60207
(Accession No. 0000950144-95-001689) with the Commission to register 153,920
shares of the Company's Series B 6% Cumulative Convertible Preferred Stock,
$25.00 stated value per share (the "Series B Preferred Stock"), under the
Securities Act of 1933 for issuance in connection with the acquisition of
Tifton Banks, Inc. The Company desires for the Series B Preferred Stock to be
registered under Section 12(g) of the Securities Exchange Act of 1934 at the
time the above-referenced Registration Statement is declared effective by the
Commission so that the Series B Preferred Stock can be listed and can begin
trading immediately on the Nasdaq SmallCap Market. In order to register the
Series B Preferred Stock under Section 12(g), enclosed for filing on behalf of
the Company is a Registration Statement on Form 8-A.
Funds in the amount of $250.00, which represents the filing fee, were
transmitted to the Commission's U.S. Treasury designated lockbox depository at
the Mellon Bank in Pittsburgh, Pennsylvania by wire transfer on June 19, 1995.
We anticipate that the Company's Form S-4 Registration Statement will be
declared effective by the Commission in approximately late July or early
August, 1995. At the appropriate time, the Company will furnish to the
Commission a request to accelerate the effectiveness of the Form 8-A
Registration Statement to the effective date and time of the Form S-4
Registration Statement.
If you have any questions or comments regarding these material, please do
not hesitate to contact the undersigned at (404) 527-4947.
Sincerely,
/s/ David M. Calhoun
David M. Calhoun
Long, Aldridge & Norman
Suite 5300
303 Peachtree Street
Atlanta, GA 30308
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Securities and Exchange Commission
July 20, 1995
Page -2-
cc: Nasdaq SmallCap Market
Andrew Gerber
