SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
U.S. HOME & GARDEN INC. U.S. HOME & GARDEN TRUST I
(Exact name of registrant as (Exact name of co-registrant as
specified in its character) specified in its character)
Delaware Delaware
(State of incorporation (State of incorporation
or organization) or organization)
77-0262908 Applied For
(IRS Employer Identifi- (IRS Employer Identifi-
cation No.) cation No.)
655 Montgomery Street 655 Montgomery Street
San Francisco, CA 94111 San Francisco, CA 94111
(Address of principal (Address of principal
executive offices) executive offices)
If this form relates to the regis- If this form relates to the regis-
tration of class of securities tration of class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(c), please check the following
box |X| box |_|
Securities Act registration statement file number to which this form relates:
No 333-48519 and 333-48519-01.
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
____% Cumulative Trust Preferred American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
_______________________________________________________________________________
(Title of Class)
<PAGE>
1. Description of Registrants' Securities to be Registered.
For the full description of U.S. Home & Garden Trust I's Cumulative Trust
Preferred Securities (the "Preferred Securities"), reference is made to the
information contained under the captions "Description of the Trust
Preferred Securities," "Description of Junior Subordinated Debentures,"
"Description of Guarantee" and "Relationship among the Trust Preferred
Securities, the Junior Subordinated Debentures and the Guarantee" in the
Prospectus that forms part of the Registrants' Registration Statement on
Form S-1, Registration Nos. 333-48519 and 333-48519-01 (the "Registration
Statement"), filed with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended (the "Securities Act"). The
information contained in the Registration Statement and the Prospectus
describing the Trust Preferred Securities will be filed pursuant to Rule
430A or pursuant to an amendment to the Registration Statement under the
Securities Act and shall be incorporated by reference into this
Registration Statement on Form 8-A.
2. Exhibits.
2.1 Certificate of Trust of U.S. Home & Garden Trust I dated March
16, 1998 (incorporated by reference to Exhibit 4.3 of the
Registration Statement).
2.2 Trust Agreement of U.S. Home & Garden Trust I dated as of March
16, 1998 (incorporated by reference to Exhibit 4.4 to the
Registration Statement).
2.2.1 Form of Amended and Restated Trust Agreement of U.S. Home &
Garden Trust I (incorporated by reference to Exhibit 4.4.1 of the
Registration Statement).
2.3 Form of Trust Preferred Certificate of U.S. Home & Garden Trust I
(incorporated by reference to Exhibit 4.5 of the Registration
Statement).
2.4 Form of Guarantee Agreement (incorporated by reference to Exhibit
4.7 to the Registration Statement).
2.5 Form of Subordinated Indenture between U.S. Home & Garden Inc.
and Wilmington Trust Company, as Indenture Trustee (incorporated
by reference to Exhibit 4.1 to the Registration Statement).
2.6 Form of Junior Subordinated Deferrable Interest Debenture of U.S.
Home & Garden Inc. (incorporated by reference to Exhibit 4.9 to
the Registration Statement).
<PAGE>
SIGNATURE
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, thereunto duly authorized.
Dated: April 2, 1998
U.S. HOME & GARDEN INC. U.S. HOME & GARDEN TRUST I
By: /s/ ROBERT KASSEL By: U.S. HOME & GARDEN INC.,
----------------------------------- as Depositor
Robert Kassel, President
By: /s/ ROBERT KASSEL
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Robert Kassel, President
