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AMENDMENT NO. 1 TO
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MegaBank Financial Corporation MB Capital I
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(Exact name of co-registrant (Exact name of co-registrant
as specified in its charter) as specified in its charter)
Colorado Delaware
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(State of incorporation (State of incorporation
or organization) or organization)
84-0949755 84-6322538
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(I.R.S. Employer (I.R.S. Employer
Identification No.) Identification No.)
8100 East Arapahoe Road
Englewood, Colorado 80112
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(Address of principal executive office and zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
- ------------------- ------------------------------
<S> <C>
___% Cumulative Preferred American Stock Exchange
Securities, $10 liquidation amount
(and the Guarantee with respect thereto)
</TABLE>
Securities Act registration statement file number to which this form relates:
333-42189
Securities to be registered pursuant to Section 12(g) of the Act:
None
If this form relates to the registration of a class of securities and is
effective pursuant to Section 12(b) of the Exchange Act pursuant to General
Instruction A.(c), check the following box. /X/
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), check the following box. / /
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Incorporated by reference to the sections entitled "Description of the
Preferred Securities," "Description of Junior Subordinated Debentures,"
"Description of Guarantee" and "Relationship among the Preferred Securities,
the Junior Subordinated Debentures and the Guarantee" in the Registrant's Form
SB-2 Registration Statement (File No. 333-42189) filed with the Commission on
December 12, 1997, as the same may be subsequently amended (the "1997 Form
SB-2"), and the same sections in the Company's Prospectus to be filed pursuant
to Rule 424(b) are deemed to be incorporated by reference herein.
Item 2. EXHIBITS
4.1 Trust Agreement of MB Capital I dated as of December 8,
1997.*
4.2 Form of Amended and Restated Trust Agreement of MB Capital
I, to be dated ___________, 1998.*
4.3 Form of Preferred Security Certificate of MB Capital I
(included as an exhibit to Exhibit 4.2)
4.4 Form of Preferred Securities Guarantee Agreement.*
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* Incorporated by reference to Exhibits, 4.4, 4.5 and 4.7 to
the 1997 Form SB-2.
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.
MEGABANK FINANCIAL CORPORATION
Dated: January 22, 1998. By /s/THOMAS R. KOWALSKI
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Thomas R. Kowalski
Chairman and
Chief Executive Officer
MB CAPITAL I
Dated: January 22, 1998. By /s/THOMAS R. KOWALSKI
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Thomas R. Kowalski
Administrative Trustee
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