EAGLE BANCSHARES INC
8-A12B, 1998-07-20
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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<PAGE>   1
     As filed with the Securities and Exchange Commission on July 20, 1998.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                 ----------------------------------------------

                                    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
                 -----------------------------------------------

      EAGLE BANCSHARES, INC.                           EBI CAPITAL TRUST I
   (Exact name of registrant and co-registrant as specified in their charters)
            GEORGIA                                          DELAWARE
(State or other jurisdiction of                  (State or other jurisdiction of
 incorporation or organization)                   incorporation or organization)

             58-1640222                                   APPLIED FOR
(I.R.S. Employer Identification No.)        (I.R.S. Employer Identification No.)
        4305 Lynburn Drive                            4305 Lynburn Drive
    Tucker, Georgia 30084-4441                     Tucker, Georgia 30084-4441
          (770) 908-6690                                 (770) 908-6690

          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

                   ------------------------------------------

                              C. Jere Sechler, Jr.
                             Eagle Bancshares, Inc.
                               4305 Lynburn Drive
                           Tucker, Georgia 30084-4441
                                 (770) 908-6690
                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

- --------------------------------------------------------------------------------


If this Form relates to the                If this Form relates to the
registration of a class of Securities      registration of a class of Securities
pursuant to Section 12(b) of the           pursuant to Section 12(g) of the
Exchange Act and is effective              Exchange Act and is effective
pursuant to General Instruction A.(c),     pursuant to General Instruction
A.(c), please check the following          A.(d), please check the following
box. [x]                                   box  [ ]

Securities Act Registration Statement File Number to which this Form 
relates:    333-58485
        ---------------------

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 Trust Preferred Securities        American Stock Exchange
(and the Guarantee with respect thereto)
</TABLE>

Securities to be registered pursuant to Section 12(g) of the Act:      None

THIS REGISTRATION STATEMENT CONTAINS A TOTAL OF 3 PAGES. CERTAIN EXHIBITS ARE
INCORPORATED HEREIN BY REFERENCE TO THE REGISTRANTS REGISTRATION STATEMENT ON
FORM S-3 FILED ON JULY 2, 1998



                                   Page 1 of 3
<PAGE>   2
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

         For the full description of EBI Capital Trust I's ___% Cumulative Trust
Preferred Securities (the "Preferred Securities") and the Guarantee of Eagle
Bancshares, Inc. (the "Guarantee") being registered hereby, reference is made to
the information contained under the captions "Description of the Preferred
Securities," "Description of the Subordinated Debentures," and "Description of
the Guarantee" in the Prospectus that forms part of the Company's Registration
Statement on Form S-3 (Registration No. 333-58485) filed with the Securities
and Exchange Commission on July 2, 1998 under the Securities Act of 1933, as
amended (the "Registration Statement"). The information contained in the
Registration Statement and the Prospectus are incorporated herein by reference.
Definitive copies of the Prospectus describing the Preferred Securities and the
Guarantee will be filed pursuant to Rule 424(b) under the Securities Act of
1933, as amended, and the description of the Preferred Securities and the
Guarantee contained therein shall be deemed to be incorporated by reference into
this Registration Statement on Form 8-A.


ITEM 2. EXHIBITS


         4.1      Form of Indenture; incorporated herein by reference to Exhibit
                  4.3 to the Registration Statement.

         4.2      Certificate of Trust of EBI Capital Trust I; incorporated
                  herein by reference to Exhibit 4.5 to the Registration
                  Statement.

         4.3      Trust Agreement of EBI Capital Trust I; incorporated herein by
                  reference to Exhibit 4.6 to the Registration Statement.

         4.4      Form of Amended and Restated Trust Agreement of EBI Capital
                  Trust I; incorporated herein by reference to Exhibit 4.7 to
                  the Registration Statement.

         4.5      Form of Preferred Securities Guarantee Agreement for EBI
                  Capital Trust I; incorporated herein by reference to Exhibit
                  4.10 to the Registration Statement.






                                       -2-
<PAGE>   3
                                    SIGNATURE

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrants have duly caused this registration statement to be
signed on their behalf by the undersigned, thereunto duly authorized.

Dated:  July 20, 1998


                                    EBI CAPITAL TRUST I



                                    By:  /s/ Richard B. Inman, Jr.
                                       -----------------------------------------
                                                Richard B. Inman, Jr.
                                              as Administrative Trustee


                                    EAGLE BANCSHARES, INC.



                                    By: /s/ Richard B. Inman, Jr.
                                       -----------------------------------------
                                                Richard B. Inman, Jr.
                                              Secretary and Treasurer






                                       -3-


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