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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
Leasing Solutions, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
California 77-0116801
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
10 Almaden Boulevard, Suite 1500
San Jose, California 95113
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(Address of Principal Executive Offices) (Zip Code)
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), please check the following box. [X]
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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6 7/8% Convertible New York Stock Exchange
Subordinated Notes
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
6 7/8% CONVERTIBLE SUBORDINATED NOTES
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In October 1997, the Company issued $71,875,000 of its 6 7/8% Convertible
Subordinated Notes Due 2003 (the "Notes") under an indenture dated as of October
9, 1996 (the "Indenture") between the Company and Bankers Trust Company, as
trustee. The Notes will mature on October 1, 2003, unless previously redeemed
or repurchased. Interest on the Notes is payable on April 1 and October 1 of
each year, having commenced April 1, 1997. The Notes are convertible into
shares of the Common Stock of the Company ("Common Stock") at any time after the
date 60 days following the last date on which the Notes are issued under the
Indenture through maturity, unless previously redeemed or repurchased, at a
conversion price of $34.90 per share (equivalent to a conversion rate of
approximately 28.653 shares per $1,000 principal amount of Notes), subject to
adjustment in certain events as described in the Indenture.
The Notes constitute general unsecured obligations of the Company
subordinated in right of payment to all existing and future Senior Debt (as
defined in the Indenture) of the Company and are effectively subordinated to all
existing and future indebtedness and other liabilities of Subsidiaries of the
Company. The Indenture contains no limitations on the incurrence of additional
indebtedness or other liabilities by the Company or any of its Subsidiaries.
The Notes are redeemable, in whole or in part, at the option of the Company at
any time on or after October 4, 1999, at declining redemption prices (103.438%
in 1999; 102.292% in 2000; 101.146% in 2001; and 100% in 2002 and 2003) set
forth in the Indenture, plus accrued interest. Subject to certain conditions,
following the occurrence of a Change of Control (as defined in the Indenture),
each holder has the right to cause the Company to repurchase the Notes at 100%
of the principal amount thereof, plus accrued interest.
The Notes are represented only by Global Securities registered in the name
of a nominee of The Depository Trust Company, as Depositary (the "Depositary").
Settlement for the Notes will be made in immediately available funds. The Notes
trade in the Depositary's Same-Day Funds Settlement System until maturity, and,
therefore, secondary market trading activity in the Notes settles in immediately
available funds.
ITEM 2. EXHIBITS.
*4.1 Form of Indenture relating to the 6 7/8% Convertible Subordinated
Notes due 2003 between Bankers Trust, as Trustee, and the Company.
All exhibits required by the Instructions to Item 2 will be supplied
to the New York Stock Exchange.
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*Previously filed as Exhibit 4.1.2 to the Company's Registration Statement
on Form S-3 (Registration No. 333-12355), as amended, originally filed with the
Securities and Exchange Commission on September 20, 1996, which Exhibit is
incorporated herein by this reference.
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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.
LEASING SOLUTIONS, INC.
Date: November 7, 1997 By:
/s/ Hal J. Krauter
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Hal J. Krauter
President and Chief Executive Officer
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