SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FAMILY BARGAIN CORPORATION
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 51-0299573
- ---------------------------------------- ------------------------------------
(State of incorporation or organization) (I.R.S. Employer Identification No.)
315 East 62nd Street, New York, NY 10021
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip code)
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
------------------- ------------------------------
None N/A
Securities to be registered pursuant to Section 12(g) of the Act:
__% Convertible Subordinated Debentures due 2006
________________________________________________________________________________
(Title of Class)
Page 1 of 4 pages
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
Reference is hereby made to the section entitled "DESCRIPTION OF
DEBENTURES" on pages 41 through 45 of Amendment No.1 to the Registrant's
Registration Statement (No. 333-09853) on Form S-2 as filed with the Commission
on September 30, 1996, pursuant to the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder (the "Securities Act"). The
description of the securities contained therein shall be deemed to be
incorporated by reference from any prospectus subsequently filed with the
Commission pursuant to Rule 424(b) of the Securities Act, and into this
Registration Statement on Form 8-A/A.
Item 2. Exhibits.
Incorporated By
Reference To Exhibit No.
------------ -----------
1. Copy of the section entitled
"DESCRIPTION OF DEBENTURES" in the
Registrant's Registration
Statement on Form S-2. (3) N/A
2. Constituent instruments defining
rights of holders of securities to
be registered.
2.1 Registrant's Restated
Certificate of Incorporation. (1) 3.1
2.2 Amendments to the
Registrant's Restated
Certificate of Incorporation. (3) 3.2
2.3 Registrant's Amended and
Restated Bylaws (3) 3.4
2.4 Form of Indenture between
the Registrant and American
Stock Transfer & Trust
Company with respect to the
Debentures (3) 4.7
3. Specimen of each security to be
registered hereunder.
3.1 Form of Debenture (3) 4.8
- ----------
Page 2 of 4 pages
<PAGE>
(1) The Registrant's Registration Statement on Form S-1, Registration No.
33-47645 filed with the Commission on September 16, 1992.
(2) The Registrant's Registration Statement on Form S-1, No. 33-77488 filed
with the Commission on April 7, 1994.
(3) Amendment No.1 to the Registrant's Registration Statement on Form S-2,
Registration No. 333-09853 filed with the Commission on September 30, 1996.
Page 3 of 4 pages
<PAGE>
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.
FAMILY BARGAIN CORPORATION
By: /s/ John A. Selzer
----------------------------------
President and Chief Executive Officer
Date: October 30, 1996
Page 4 of 4 pages
