SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PEOPLE'S BANCSHARES, INC. PEOPLE'S BANCSHARES CAPITAL TRUST
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(Exact Name of Registrant (Exact Name of Registrant as Specified in Charter)
as Specified in Charter)
Massachusetts Delaware
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(State of Incorporation (State of Incorporation
or Organization) or Organization)
04-1716220 (applied for)
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(IRS Employer Identification Number) (IRS Employer Identification Number)
545 Pleasant Street 545 Pleasant Street
New Bedford, Massachusetts 02740 New Bedford, Massachusetts 02740
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(Address of Principal Executive Offices)(Address of Principal Executive Offices)
If this form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A(c)(1), please
check the following box. [ ]
If this form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2), please check the following box.
[ ].
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
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None Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
__% Cumulative Trust Preferred Securities
(and the Guarantee with respect thereto)
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(Title of class)
Item 1. Description of Registrant's Securities to be Registered
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For a full description of the __% Cumulative Trust Preferred
Securities (the "Preferred Securities") issued by People's Bancshares Capital
Trust, a Delaware statutory business trust (the "Trust") and the guarantee (the
"Guarantee") with respect to the Preferred Securities by People's Bancshares,
Inc., a Massachusetts corporation (the "Company"), both of which are being
registered hereby, reference is made to the information contained under the
captions "Description of Preferred Securities," "Description of the Subordinated
Debentures" and "Description of the Guarantee" in the Prospectus that forms part
of the Registration Statement (Registration Nos. 333-28673 and 333-28673-01)
(the "Registration Statement") filed by the Company and the Trust with the
Securities and Exchange Commission on June 6, 1997 under the Securities Act of
1933, as amended (the "Act"). The information contained in the Registration
Statement and the Prospectus is incorporated herein by reference. Definitive
copies of the Prospectus describing the Preferred Securities and the Guarantee
will be filed pursuant to Rule 430A or pursuant to an amendment to the
Registration Statement under the Act and shall be incorporated by reference into
this registration statement on Form 8-A.
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Item 2. Exhibits
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<S> <C>
4.1 Form of Indenture between People's Bancshares, Inc. and State Street
Bank and Trust Company, as Trustee (incorporated by reference to Exhibit
4.1 to the Registration Statement)
4.2 Form of Subordinated Debenture (incorporated by reference to Exhibit 4.2
to the Registration Statement)
4.3 Certificate of Trust of People's Bancshares Capital Trust (incorporated by
reference to Exhibit 4.3 to the Registration Statement)
4.4 Form of Amended and Restated Trust Agreement of People's Bancshares
Capital Trust (incorporated by reference to Exhibit 4.4 to the Registration
Statement)
4.5 Form of Preferred Security Certificate for People's Bancshares Capital
Trust (incorporated by reference to Exhibit 4.5 to the Registration
Statement)
4.6 Form of Preferred Securities Guarantee Agreement for People's
Bancshares Capital Trust (incorporated by reference to Exhibit 4.6 to the
Registration Statement)
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the registrants have duly caused this
registration statement to be signed on their behalf by the undersigned,
thereunto duly authorized.
Dated: June 13, 1997
PEOPLES BANCSHARES, INC. PEOPLE'S BANCSHARES CAPITAL
TRUST
By:/s/ Richard S. Straczynski By:/s/ Richard S. Straczynski
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Richard S. Straczynski Richard S. Straczynski
President and Chief Executive Administrative Trustee
Officer
DOCSC\521430.1
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