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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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
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CAPITAL HOLDING LLC CAPITAL HOLDING CORPORATION
(Exact name of Registrant as (Exact name of Registrant as
specified in its charter) specified in its chater)
Turks and Caicos Islands Delaware
(State or other jurisdiction (State or other jurisdiction
of incorporation or of incorporation or
organization) organization)
Applied for 51-0108922
(I.R.S. Employer (I.R.S. Employer
Identification No.) Identification No.)
Capital Holding Center Capital Holding Center
400 West Market Street 400 West Market Street
Louisville, Kentucky 40202 Louisville, Kentucky 40202
(502) 560-2000 (502) 560-2000
(Address, including zip code, (Address, including zip code
and telephone number, and telephone number,
including area code, of including area code, of
Registrant's principal Registrant's principal
executive offices) executive offices)
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Securities to be registered pursuant to Section 12(b) of the
Act:
Title of each class Name of each exchange on which each
to be registered class of security is to be registered
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% Cumulative Monthly New York Stock Exchange
Income Preferred Shares,
Liquidation Preference
$25 Per Share
Backup Undertakings of New York Stock Exchange
Guarantor
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.
For a full description of the 4,000,000 shares of %
Cumulative Monthly Income Preferred Shares, liquidation preference
$25 per share (the "Preferred Shares"), and the Backup Undertakings
being registered hereby, reference is made to the information
contained under the captions "Description of Preferred Shares" and
"Description of the Guarantee" in the final Prospectus to be filed
by the Registrant and the Guarantor pursuant to Rule 424(b) under
the Securities Act of 1933, as amended, which Prospectus shall be
deemed to be incorporated by reference in this registration
statement. The Prospectus forms a part of the Registration
Statement (No. 33-52785) on Form S-3, as amended, filed by the
Registrant and the Guarantor with the Securities and Exchange
Commission under the Securities Act of 1933, as amended.
ITEM 2. EXHIBITS.
The following documents, which define the rights of holders of
the Preferred Shares, are filed as a part of this registration
statement:
1.1 Form of Terms of the % Cumulative Monthly Income
Preferred Shares (incorporated herein by reference to Exhibit
4.2 to Amendment No. 2 to Registration Statement (No.
33-52785) on Form S-3, filed by Capital Holding LLC and
Capital Holding Corporation with the Securities and Exchange
Commission on April 26, 1994).
1.2 Form of Payment and Guarantee Agreement (incorporated
herein by reference to Exhibit 4.1 to Amendment No. 1 to
Registration Statement (No. 33-52785) on Form S-3, filed by
Capital Holding LLC and Capital Holding Corporation with the
Securities and Exchange Commission on March 30, 1994).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, Capital Holding LLC and Capital Holding
Corporation have duly caused this Registration Statement to be
signed on their behalf by the undersigned, thereto duly authorized.
CAPITAL HOLDING LLC
(Registrant)
By: Capital Holding Corporation,
as Manager
By: /s/ Robert L. Walker
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Robert L. Walker
Senior Vice President-Finance
and Chief Financial Officer
of Manager
CAPITAL HOLDING CORPORATION
(Guarantor)
By: /s/ R. Michael Slaven
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R. Michael Slaven
Secretary and Assistant
General Counsel
Dated: May 3, 1994
