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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SUPERIOR NATIONAL INSURANCE GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
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DELAWARE 95-4610936
(State of Incorporation or Organization) (I.R.S. Employer
Identification No.)
26601 AGOURA ROAD 91302
CALABASAS, CALIFORNIA (Zip Code)
(Address of Principal Executive Offices)
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
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: 333-58579
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Subscription Right to Purchase
Common Stock,
par value $0.01 per share
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Registrant's Subscription Right to Purchase
Common Stock, par value $0.01 per share, being offered pursuant to the Stock
Offering, as defined in the Registrant's Amendment No. 1 to Form S-3 on Form S-1
(Registration No. 333-58579), as filed on October 21, 1998, as the same may be
amended from time to time (the "S-3 Registration Statement"), is contained on
pages 54 through 62 of the prospectus which forms a part of the S-3 Registration
Statement, under the caption "The Stock Offering," is incorporated herein by
this reference.
ITEM 2. EXHIBITS.
The following Exhibits are filed as part of this Registration
Statement:
1. Registrant's S-3 Registration Statement (incorporated by reference);
2. Form of Subscription Certificate to be used in the Rights Offering
(incorporated by reference to Exhibit 99.1 of the S-3 Registration Statement);
3. Form of Subscription Certificate to be used in the Employee
Participation (incorporated by reference to Exhibit 99.2 of the S-3 Registration
Statement);
4. Form of Employee Participation Agreement to be used in the Employee
Participation (incorporated by reference to Exhibit 99.3 of the S-3 Registration
Statement);
5. Form of Stock Subscription Agreement to be used in the Employee
Participation (incorporated by reference to Exhibit 99.4 of the S-3 Registration
Statement);
6. Form of Securities Pledge Agreement to be used in the Employee
Participation (incorporated by reference to Exhibit 99.5 of the S-3 Registration
Statement); and
7. Form of Promissory Note to be used in the Employee Participation
(incorporated by reference to Exhibit 99.6 of the S-3 Registration Statement).
2.
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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.
SUPERIOR NATIONAL INSURANCE GROUP, INC.
Dated: November 2, 1998 By: /s/ J. Chris Seaman
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J. Chris Seaman
Executive Vice President and
Chief Financial Officer
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