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
Southern States Capital Trust I
Southern States Cooperative, Incorporated
(Exact name of registrant as specified in its charter)
Delaware 51-6509316
Virginia 54-0387200
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
6606 West Broad Street, P. O. Box 23264
Richmond, Virginia 23260
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(Address of principal executive offices) (Zip Code)
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
Capital Securities (and the Guarantee New York Stock Exchange
with respect thereto)
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: [X]
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. [ ]
Securities Act registration statement file number to which
this Form relates: 333-69265 (if applicable).
Securities to be registered pursuant to Section 12(g) of the Act:
None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants' Securities to be Registered.
The classes of securities registered hereby consist of (i) the
Capital Securities (the "Capital Securities") representing undivided
beneficial ownership interests in the assets of Southern States Capital
Trust I, a statutory business trust formed under the laws of the State
of Delaware (the "Trust") and (ii) the Guarantee with respect thereto
(the "Guarantee") by Southern States Cooperative, Incorporated.
For a description of the Capital Securities and the Guarantee,
reference is made to the information set forth under the headings
"Description of Capital Securities" and "Description of Guarantee" in
the prospectus relating to the Capital Securities and the Guarantee
contained in the Registration Statement on Form S-3 (Registration No.
333-69265) filed with the Securities and Exchange Commission
(the "Commission") on December 18, 1998 under the Securities Act of
1933, as amended (the "Act") (the Registration Statement, as amended,
the "Registration Statement"). The above mentioned descriptions
contained in the Registration Statement and the prospectus are
incorporated herein by reference.
Item 2. Exhibits.
The following exhibits are filed as a part of this registration
statement:
1. Specimen global Capital Securities certificate (included
in Exhibit 6 hereto).
2. Restated Articles of Incorporation of Southern States
Cooperative, Incorporated, as currently in effect.1
3. Bylaws of Southern States Cooperative, Incorporated, as
currently in effect.2
4. Certificate of Trust executed by First Union Trust
Company, National Association, filed on December 16,
1998.3
5. Trust Agreement among Southern States Cooperative,
Incorporated and First Union Trust Company, National
Association, dated December 15, 1998.4
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1 Incorporated by reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 (File No. 333-69265) filed on December 18, 1998.
2 Incorporated by reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1 (File No. 333-69265) filed on December 18, 1998.
3 Incorporated by reference to Exhibit 4.1 to the Registrant's Registration
Statement on Form S-1 (File No. 333-69265) filed on December 18, 1998.
4 Incorporated by reference to Exhibit 4.2 to the Registrant's Registration
Statement on Form S-1 (File No. 333-69265) filed on December 18, 1998.
<PAGE>
6. Form of Amended and Restated Trust Agreement among
Southern States Cooperative, Incorporated, First Union
National Bank, First Union Trust Company, National
Association and the Administrative Trustees, dated
________ __, 1999.5
7. Form of Junior Subordinated Indenture between Southern
States Cooperative, Incorporated and First Union
National Bank, as Indenture Trustee, dated ________ __,
1999.6
8. Form of Guarantee Agreement between Southern States
Cooperative, Incorporated and First Union National Bank,
dated __________ __, 1999.7
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5 Incorporated by reference to Exhibit 4.3 to the Registrant's Registration
Statement on Form S-1 (File No. 333-69265) filed on December 18, 1998.
6 Incorporated by reference to Exhibit 4.4 to the Registrant's Registration
Statement on Form S-1 (File No. 333-69265) filed on December 18, 1998.
7 Incorporated by reference to Exhibit 4.5 to the Registrant's Registration
Statement on Form S-1 (File No. 333-69265) filed on December 18, 1998.
<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, thereto duly authorized.
SOUTHERN STATES CAPITAL TRUST I
By: /s/ Jonathan A. Hawkins
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Jonathan A. Hawkins
Administrative Trustee
SOUTHERN STATES COOPERATIVE, INCORPORATED
By: /s/ Jonathan A. Hawkins
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Jonathan A. Hawkins
Senior Vice President and
Chief Financial Officer
Date: December 18, 1998
