As filed with the Securities and Exchange Commission on July 3, 1997
Registration No. 333-
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
_________________________
APPLE SOUTH, INC.
APPLE SOUTH FINANCING I
(Exact name of registrant as specified in its charter)
Georgia 59-2778983
Delaware 58-2315421
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
Hancock at Washington
Madison, Georgia 30650
(Address of Principal Executive Office; 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 None
Securities to be registered pursuant to Section 12(g) of the Act:
$3.50 Term Convertible Securities, Series A
of Apple South Financing I and the Guarantee of Apple South, Inc.
with respect thereto
__________________________
The Commission respectfully is requested to send copies of
all notices, orders, and communications to:
LARRY D. LEDBETTER
or DENNIS J. STOCKWELL
Kilpatrick Stockton LLP
1100 Peachtree Street, Suite 2800
Atlanta, Georgia 30309
(404) 815-6500
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
The class of securities hereby registered is the $3.50 Term
Convertible Securities, Series A (the "Trust Preferred
Securities"), representing preferred undivided beneficial
interests in the assets of Apple South Financing I, a statutory
business trust created under the laws of the State of Delaware
(the "Trust"), and the guarantee of Apple South, Inc. ("Apple
South") with respect thereto (the "Guarantee").
For a description of the Trust Preferred Securities and the
Guarantee, the information set forth in the Prospectus forming a
part of the Registration Statement on Form S-3 (Registration Nos.
333-25205 and 333-25205-01) of Apple South and the Trust filed
with the Securities and Exchange Commission (the "Commission") on
April 15, 1997, as amended, is incorporated herein by reference.
For purposes of such description, any prospectus filed by Apple
South and the Trust pursuant to Rule 424(b) under the Securities
Act shall be deemed to be incorporated herein by reference.
Item 2. Exhibits.
Each of the following exhibits was previously filed as
indicated with the Commission and is incorporated herein by
reference.
2.1 Trust Agreement of Apple South Financing I, dated as of
February 18, 1997, among Apple South, Inc., First Union
National Bank of Georgia, First Union Bank of Delaware and
Lansing S. Patterson filed as exhibit 4.1 to the
Registration Statement on Form S-3 of Apple South and the
Trust, as amended (Registration No. 333-25205).
2.2 Amended and Restated Declaration of Trust of Apple South
Financing I, dated as of March 11, 1997, among Apple South,
Inc., as Sponsor, First Union National Bank of Georgia, as
Institutional Trustee, First Union Bank of Delaware, as
Delaware Trustee, and the Regular Trustees named therein
filed as exhibit 4.2 to the Registration Statement on Form
S-3 of Apple South and the Trust, as amended (Registration
No. 333-25205).
2.3 Indenture for the 7% Convertible Subordinated Debentures,
dated as of March 6, 1997, between Apple South, Inc. and
First Union National Bank of Georgia, as Trustee filed as
exhibit 4.3 to the Registration Statement on Form S-3 of
Apple South and the Trust, as amended (Registration No. 333-
25205).
2.4 Form of $3.50 Term Convertible Security, Series A (included
in Exhibit 2.2)
2.5 Form of 7% Convertible Subordinated Debenture (included in
Exhibit 2.3)
2.6 Preferred Securities Guarantee Agreement, dated as of March
11, 1997, between Apple South, Inc., as Guarantor, and First
Union National Bank of Georgia, as Preferred Guarantee
Trustee filed as exhibit 4.6 to the Registration Statement
on Form S-3 of Apple South and the Trust, as amended
(Registration No. 333-25205).
2.7 Registration Rights Agreement, dated as of March 11, 1997,
among Apple South, Inc., Apple South Financing I, J.P.
Morgan Securities, Inc., and Smith Barney Inc. filed as
exhibit 4.7 to the Registration Statement on Form S-3 of
Apple South and the Trust, as amended (Registration No. 333-
25205).
<PAGE>
SIGNATURES
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, thereto duly authorized.
Date: June 6, 1997 APPLE SOUTH FINANCING I
By: /s/ Lansing S. Patterson___
Lansing S. Patterson, Regular
Trustee
Date: June 6, 1997 APPLE SOUTH, INC.
By: /s/ Tom E. DuPree, Jr.__
Tom E. DuPree, Jr.
Chief Executive Officer and
Chairman of the Board of Directors
