PAYLESS CASHWAYS INC
8-A12G, 1997-12-01
LUMBER & OTHER BUILDING MATERIALS DEALERS
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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

                             Payless Cashways, Inc.
             (Exact name of registrant as specified in its charter)

                    Iowa*                                  42-0945849
  (State of incorporation or organization)             (I.R.S. Employer
                                                      Identification No.)

    TwoPershing  Square,  2300 Main  Street,  Kansas  City, Missouri  64108 
       (Address  of  principal   executive offices, including zip code)

* Payless Cashways,  Inc. is expected to be  reincorporated in the State of
  Delaware in December 1997,  pursuant to a merger into a Delaware corporation 
  of the same name.

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                                              Not Applicable

If this form relates to the  registration  of a class of securities  pursuant to
Section  12(b)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(c), check the following box. |_|

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. |X|

Securities Act registration statement file number to which this 
    form relates:  Not Applicable

Securities to be registered pursuant to Section 12(g) of the Act:

                Common stock, par value $0.01 per share**
                             (Title of Class)

** The  common  stock of the  Registrant  to which  this  Form 8-A  Registration
Statement  pertains (the "Common Stock") originally was registered under Section
12(b) of the  Exchange Act pursuant to the  Registrant's  Form 8-A  Registration
Statement  dated  February 11,  1993.  Pursuant to Rule 12g-2 under the Exchange
Act, upon the  subsequent  delisting of the Common Stock from the New York Stock
Exchange,  the Common  Stock was and  continues  to be deemed  registered  under
Section  12(g)  of  the  Exchange  Act  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 a
Section 12(g) Exchange Act registration number.


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                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.  Description of Registrant's Securities to be Registered.

         The  description of the  Registrant's  Common Stock is  incorporated by
reference  to the  description  of the  Common  Stock  set forth in the Form 8-A
Registration Statement dated February 11, 1993.

Item 2.  Exhibits.

1.       Restated  Articles of Incorporation  of the Registrant (incorporated by
         reference   to  Exhibit  3.1  filed  as  part  of  Amendment  No. 1  to
         Registration Statement No. 33-58008 on Form S-2 on March 8, 1993).

2.       By-laws of the  Registrant  (incorporated  by  reference to Exhibit 3.1
         filed as part of the Registrant's Quarterly Report on Form 10-Q for the
         quarter ended August 27, 1994).

3.       First  Amended Plan of  Reorganization,  as modified on October 9, 1997
         (incorporated by reference to Exhibit 2.1 of the Registrant's Quarterly
         Report on Form 10-Q for the quarter ended August 30, 1997).


<PAGE>3


                                    SIGNATURE

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934,  as amended,  the  Registrant  has duly  caused  this  Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned,  thereto  duly
authorized.

                                  PAYLESS CASHWAYS, INC.



                                  By:    /s/ Stephen A. Lightstone
                                     -----------------------------
                                  Stephen A. Lightstone, Senior Vice
                                  President Finance and Chief Financial
                                  Officer (Principal Financial Officer and
                                  Principal Accounting Officer)
                                  (Duly authorized representative)

Date: December 1, 1997






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