FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMBAC FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3621676
(State of incorporation or (I.R.S. Employer
organization) Identification No.)
ONE STATE STREET PLAZA, NEW YORK, NEW YORK 10004
(Address of principal executive officers) (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. [x]
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
7.08% DEBENTURES DUE 2098 NEW YORK STOCK EXCHANGE
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The material set forth in the section captioned "Description of the Debt
Securities" in the Registrant's Form S-3 Registration Statement
(Registration No. 333-43695) (the "Registration Statement"), filed with the
Securities and Exchange Commission (the "Commission") on January 2, 1998
and the material set forth in the section captioned "Description of the
Debentures" in the Prospectus Supplement of the Company filed with the
Commission on April 1, 1998, pursuant to Rule 424(b) under the Securities
Act of 1933, as amended, which shall supplement the Prospectus contained in
the Registration Statement, is incorporated herein by reference.
ITEM 2. EXHIBITS.
1. Form of the Registrant's 7.08% Debenture due 2098 (incorporated
herein by reference to the Current Report of the Registrant on Form
8-K (File No. 001-10777) filed with the Commission on April 9, 1998).
2. Indenture dated as of April 1, 1998, between the Company and First
National Bank as Trustee (incorporated herein by reference to the
Current Report of the Registrant on Form 8-K (File No. 001-10777)
filed with the Commission on April 9, 1998).
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, on this
21st day of April, 1998.
AMBAC FINANCIAL GROUP, INC.
By: /s/ RICHARD B. GROSS
Name: Richard B. Gross, Esq.
Title: Senior Vice President,
General Counsel and Secretary,
Ambac Financial Group, Inc.
