SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
BROOKS FIBER PROPERTIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State of Incorporation or Organization)
43-1656187
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(I.R.S. Employer Identification no.)
425 Woods Mill Road South, Suite 300, St. Louis, Missouri 63017
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(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
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Depositary Shares (Each Representing a One-Hundredth Interest in
a Share of Series D Conversion Preferred Stock, par value $0.01 per share)
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(Title of class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
The description of the Depositary Shares, each representing a one-hundredth
interest in a share of Series D Conversion Preferred Stock, of Brooks Fiber
Properties, Inc. (the "Registrant") is set forth under the captions "Description
of Securities" and "Description of Depositary Shares" in the Prospectus
contained in the Registration Statement on Form S-1 (No. 333-16497) filed by the
Registrant with the Securities and Exchange Commission (the "Commission") on
November 20, 1996, as amended (the "Form S-1"). Such Prospectus may be revised,
supplemented, modified or amended, and is hereby incorporated by reference in
answer to this Item 1.
Item 2. Exhibits
The following exhibits, which have been previously filed with the
Commission, are hereby incorporated by reference as exhibits in answer to this
Item 2.
1. Restated Certificate of Incorporation of the Registrant
(incorporated herein by reference to Exhibit 3.1(a) to the
Registrant's Registration Statement on Form S-1 (File No. 333-1924)
filed with the Commission on March 4, 1996).
2. Certificate of Designation of Series C Junior Participating
Preferred Stock (incorporated herein by reference to Exhibit 3.1(c)
to the Registrant's Registration Statement on Form S-1 (File No.
333-1924) filed with the Commission on March 4, 1996).
3. Certificate of Amendment of Certificate of Incorporation of the
Registrant dated as of August 20, 1996 (incorporated herein by
reference to Exhibit 3 to the Registrant's Quarterly Report on Form
10-Q, as amended, for the Period Ended September 30, 1996 (File No.
0-28036) (filed with the Commission on November 14, 1996).
4. Certificate of Designations of Series D Conversion Preferred Stock
(filed as Exhibit 3.1(d) to the Form S-1) describing the rights and
preferences of the Registrant's Series D Conversion Preferred
Stock.
5. Form of Deposit Agreement among the Registrant, The Boatmen's Trust
Company and all holders from time to time of Depositary Receipts
issued thereunder (filed as Exhibit 4.9 to the Form S-1).
6. Form of Depositary Receipt representing the Depositary Shares
(attached as Exhibit A to the Deposit Agreement filed as
Exhibit 5 hereto).
7. By-laws of the Registrant (incorporated herein by reference to
Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for
the Period Ended March 31, 1996 (File No. 0-28036) filed with the
Commission on May 15, 1996).
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SIGNATURES
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.
Date: December , 1996 BROOKS FIBER PROPERTIES, INC.
By: /s/ David L. Solomon
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Name: David L. Solomon
Title: Executive Vice President and
Chief Financial Officer
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<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
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1. Restated Certificate of Incorporation of the Registrant
(incorporated herein by reference to Exhibit 3.1(a) to the
Registrant's Registration Statement on Form S-1 (File No. 333-1924)
filed with the Commission on March 4, 1996).
2. Certificate of Designation of Series C Junior Participating
Preferred Stock (incorporated herein by reference to Exhibit 3.1(c)
to the Registrant's Registration Statement on Form S-1 (File No.
333-1924) filed with the Commission on March 4, 1996).
3. Certificate of Amendment of Certificate of Incorporation of the
Registrant dated as of August 20, 1996 (incorporated herein by
reference to Exhibit 3 to the Registrant's Quarterly Report on Form
10-Q, as amended, for the Period Ended September 30, 1996 (File No.
0-28036) (filed with the Commission on November 14, 1996).
4. Certificate of Designations of Series D Conversion Preferred Stock
(filed as Exhibit 3.1(d) to the Form S-1) describing the rights and
preferences of the Registrant's Series D Conversion Preferred
Stock.
5. Form of Deposit Agreement among the Registrant, The Boatmen's Trust
Company and all holders from time to time of Depositary Receipts
issued thereunder (filed as Exhibit 4.9 to the Form S-1).
6. Form of Depositary Receipt representing the Depositary Shares
(attached as Exhibit A to the Deposit Agreement filed as
Exhibit 5 hereto).
7. By-laws of the Registrant (incorporated herein by reference to
Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q for
the Period Ended March 31, 1996 (File No. 0-28036) filed with the
Commission on May 15, 1996).
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