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AUGUST 22, 1996
COMMISSION FILE NUMBER: 0-15196
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
US FACILITIES CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 33-0097221
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(State of Incorporation (IRS Employer
or Organization) Identification No.)
650 Town Center Drive, Suite 1600, Costa Mesa, CA 92626
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(Address of principal executive offices) (Zip 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
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Common Stock, par New York Stock Exchange
value $.01 per share
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Common Stock, Par Value $.01 Per Share
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Voting Rights. The holders of Common Stock are entitled to one vote for
each share on all matters submitted to a vote of stockholders. The holders
of Common Stock do not have cumulative voting rights in the election of
directors of the Registrant.
Dividend Rights. Subject to any preferences that may be applicable to any
shares of Preferred Stock that may be outstanding, and to restrictions, if
any, imposed by indebtedness outstanding from time to time, the holders of
Common Stock are entitled to receive ratably such dividends, if any, as may
be declared by the Board of Directors out of legally available funds.
Other Rights. In the event of the liquidation, dissolution or winding up of
the Registrant, the holders of Common Stock are entitled to share ratably
in all assets of the Registrant remaining after provision for payment of
liabilities, subject to the liquidation preference of any shares of
Preferred Stock that may be outstanding. Except for rights held by them
under the Registrant's Rights Agreement noted below, the holders of Common
Stock have no preemptive, conversion or other subscription rights, and
there are no redemption or sinking fund provisions applicable to the Common
Stock. All outstanding shares of Common Stock are fully paid and
nonassessable. The rights, preferences and privileges of holders of Common
Stock may become subject to those of holders of any series of Preferred
Stock which the Registrant may issue in the future.
The above summary description of the Registrant's Common Stock is qualified
in its entirety by reference to the following filings with the Commission,
each of which is hereby incorporated in this Form 8-A by this reference:
(a) Restated Certificate of Incorporation, as amended, as presently in
effect. Filed as Exhibits 3.1 and 3.1.1 to the Registrant's Form S-1
Registration Statement declared effective by the Securities and
Exchange Commission on October 31, 1986 (the "Registration Statement"),
and as Exhibit 3 to the Registrant's Current Report on Form 8-K dated
May 24, 1990.
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(b) Bylaws of the Registrant, as amended, as presently in effect. Filed as
Exhibit 4.2 to the Registrant's Registration Statement on Form S-8
filed with the Securities and Exchange Commission on May 24, 1996.
(c) Rights Agreement, as amended. Filed with the Securities and Exchange
Commission on or about August 22, 1996, on Registrant's Form 8-A,
concurrent with this Form 8-A, to register Common Stock Purchase
Rights.
ITEM 2. EXHIBITS.
All exhibits required by Instruction II to Item 2 of Form 8-A have been
supplied to the New York Stock Exchange.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this Registration Statement on Form 8-A to
be signed on its behalf by the undersigned, thereunto duly authorized.
US FACILITIES CORPORATION
/s/ David L. Cargile
Date: August 22, 1996 By ________________________________
David L. Cargile,
Chairman of the Board, President
and Chief Executive Officer
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