GREAT FINANCIAL CORP
15-12G, 1998-02-09
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     FORM 15

        Certification and Notice of Termination of Registration under
           Section 12(g) of the Securities Exchange Act of 1934 or
     Suspension of Duty to File Reports Under Sections 13 and 15(d) of the
                   Securities Exchange Act of 1934.

                         COMMISSION FILE NUMBER: 0-23122

                           Great Financial Corporation
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             329W. Mains St., 19th Floor, Louisville, Kentucky 40202
              (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                      INCLUDING AREA CODE, OF REGISTRANT'S
                          PRINCIPAL EXECUTIVE OFFICES)

                          Common Stock, $.01 per share
            (TITLE OF EACH CLASS OF SECURITIES COVERED BY THIS FORM)

                                      None

  (TITLES OF ALL OTHER CLASSES OF SECURITIES FOR WHICH A DUTY TO FILE REPORTS
                      UNDER SECTION 13(A) OR 15(D) REMAINS)

      Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)(i)             [x]           Rule 12h-3(b)(1)(ii)   [ ]
Rule 12g-4(a)(1)(ii)            [ ]           Rule 12h-3(b)(2)(i)    [ ]
Rule 12g-4(a)(2)(i)             [ ]           Rule 12h-3(b)(2)(ii)   [ ]
Rule 12g-4(a)(2)(ii)            [ ]           Rule 15d-6             [ ]
Rule 12h-3(b)(1)(i)             [x]

     Approximate number of holders of record as of the certification or notice
date:   1

     Pursuant to the requirements of the Securities Exchange Act of 1934, Great
Financial Corporation has caused this certification/notice to be signed on its
behalf by the undersigned duly authorized person.

DATE: 2/6/98                             BY: /s/ Paul M. Baker
                                             Name: Paul M. Baker
                                             Title: Chairman & CEO

Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed. It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.



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