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Amendment No. 1 to
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
CAPSTONE CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 63-1115479
(State of incorporation or organization) (I.R.S. Employer Identification No.)
1000 Urban Center Drive, Suite 630 35242
Birmingham, Alabama
(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. [ ]
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
% Subordinated Convertible New York Stock Exchange
Debenture due 2002
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered.
The material set forth in the section captioned "Description of the Debentures"
beginning on Page S-12 in the Registrant's Preliminary Prospectus Supplement,
filed with the Securities and Exchange Commission on March 4, 1996, and in the
section captioned "Description of Debt Securities" beginning on Page 8 of the
Prospectus incorporated in Amendment No. 3 to the Registration Statement on
Form S-3 of Capstone Capital Corporation (Registration No. 33-97926), which was
filed with the Securities and Exchange Commission on December 4, 1995, is
incorporated herein by reference.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused the Amendment No. 1 to this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized, on this 10th day of March, 1997.
CAPSTONE CAPITAL CORPORATION
By:/s/ John W. McRoberts
--------------------------------
John W. McRoberts
President and Chief Executive
Officer
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ITEM 2. EXHIBITS
3.1 Articles of Incorporation of the Company incorporated by reference
(pursuant to the provisions of Rule 12b-32) to Exhibit 3.1 to the
Company's Form S-11 Registration Statement No. 33-77788, dated April 15,
1994, together with Amendment to Articles of Incorporation incorporated
by reference to Exhibit 3.3 to the Company's Form S-11 Registration
Statement No., 33-77788, and Amendment to Articles of Incorporation
incorporated by reference to Exhibit 3.4 to Amendment No. 2 to the
Company's Form S-11 Registration Statement No. 33-77788.
3.2 Amended and Restated By-Laws of the Company incorporated by reference
(pursuant to the provisions of Rule 12b-32) to Exhibit 3.2 to Amendment
No. 1 to the Company's Form S-11 Registration Statement No. 33-89756,
dated March 6, 1995.
4 Form of Indenture for the Subordinated Debt Securities, incorporated by
reference (pursuant to the provisions of Rule 12b-32) to Exhibit 4.5 to
Amendment No.2 to the Company's Form S-3 Registration Statement No.
33-97926, dated November 22, 1995.
