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
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LITCHFIELD FINANCIAL CORPORATION LITCHFIELD CAPITAL TRUST I
(Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charter)
MASSACHUSETTS DELAWARE
(State of incorporation or organization) (State of incorporation or organization)
04-3023928 APPLIED FOR
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
430 W. MAIN STREET 430 W. MAIN STREET
WILLIAMSTOWN, MA 01267 WILLIAMSTOWN, MA 01267
(Address of principal executive offices) (Address of principal executive offices)
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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 numbers to which this form relates: 333-76285
333-76285-01
Securities to be registered pursuant to Section 12(b) of the Act: NONE
Securities to be registered pursuant to Section 12(g) of the Act:
__% Series A Trust Preferred Securities
(Title of class)
Guarantee of Litchfield Financial Corporation
with respect to the __% Series A Trust Preferred Securities
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF THE REGISTRANTS' SECURITIES TO BE REGISTERED
The class of securities to be registered hereby is the __% Series A Trust
Preferred Securities (the "Preferred Securities") issued by Litchfield Capital
Trust I, a statutory business trust created under the laws of the State of
Delaware ("Trust I"). The Preferred Securities represent preferred, undivided
beneficial interests in the assets of Trust I, and are guaranteed by Litchfield
Financial Corporation, a Massachusetts corporation ("Litchfield"), to the extent
set forth in the Registration Statement on Form S-3 of Trust I, Litchfield and
Litchfield Capital Trust II, a statutory business trust created under the laws
of the State of Delaware ("Trust II") filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act")
on April 14, 1999, as amended by Pre-Effective Amendment No. 1 thereto filed on
April 28, 1999 (Registration Nos. 333-76285-01, 333-76285 and 333-76285-02,
respectively) (the "Registration Statement"), under the captions "Description of
the Preferred Securities," "Descriptions of the Preferred Securities Guarantees"
and "Description of the Junior Subordinated Debt Securities" in the prospectus
filed therewith, and under the captions "Description of the Preferred
Securities," "Description of the Preferred Securities Guarantee," "Description
of the Junior Subordinated Debentures" and "Relationship Between the Preferred
Securities, the Junior Subordinated Debentures and the Preferred Securities
Guarantee" in the prospectus supplement filed therewith, which descriptions are
incorporated herein by reference. Any form of prospectus or prospectus
supplement that includes such description that is subsequently filed by
Litchfield, Trust I or Trust II as part of an amendment to the Registration
Statement or otherwise pursuant to Rule 424(b) under the Securities Act is
hereby incorporated by reference. This Form 8-A is being filed in connection
with the listing of Preferred Securities on the Nasdaq National Market.
ITEM 2. EXHIBITS
Exhibit
Number Document Description
4.1 Form of Junior Subordinated Indenture (the "Junior Subordinated
Indenture") between the Company and The Bank of New York, as
Trustee (1)
4.2.1 Declaration of Trust of Litchfield Capital Trust I (1)
4.3 Form of Amended and Restated Declaration of Trust (1)
4.4.1 Certificate of Trust of Litchfield Capital Trust I (1)
4.5 Form of Preferred Security (1)
4.6 Form of Supplemental Indenture to the Junior Subordinated
Indenture (1)
4.7 Form of Junior Subordinated Debt Security (1)
4.8 Form of Preferred Securities Guarantee (1)
(1) Incorporated by reference to Exhibits 4.1, 4.2.1, 4.3, 4.4.1, 4.5, 4.6, 4.7
and 4.8, respectively, to the Registration Statement.
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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, thereto duly authorized.
LITCHFIELD FINANCIAL CORPORATION
Dated: May 3, 1999 By: /s/Ronald E. Rabidou
Ronald E. Rabidou
Executive Vice President,
Chief Financial Officer
and Treasurer
LITCHFIELD CAPITAL TRUST I
Dated: May 3, 1999 By: /s/Ronald E. Rabidou
Ronald E. Rabidou
Regular Trustee
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