UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Whiting USA Trust II
(Exact name of registrant as specified in its charter)
| Delaware | 38-7012326 | |||
(State of incorporation or organization) | (IRS Employer Identification No.) |
919 Congress, Suite 500 Austin, Texas | 78701 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered | Name of each exchange on which each class is to be registered | |||
| Units of Beneficial Interest in Whiting USA Trust II | New York Stock Exchange | |||
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), please 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), please check the following box. ¨
Securities Act registration statement file number to which this form relates: 333-178586
Securities to be registered pursuant to Section 12(g) of the Act: None
| Item 1. | Description of Registrant’s Securities to be Registered. |
A description of the trust units of Whiting USA Trust II (the “Registrant”) is set forth under the captions “Description of the Trust Agreement” and “Description of the Trust Units” in the prospectus to be filed by the Registrant and Whiting Petroleum Corporation pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which prospectus will constitute a part of the Registrant and Whiting Petroleum Corporation’s Registration Statement on Form S-1/S-3, as amended (Registration No. 333-178586) (the “Form S-1/S-3 Registration Statement”), initially filed with the Securities and Exchange Commission on December 16, 2011. Such prospectus, in the form in which it is so filed, shall be deemed to be incorporated herein by reference.
| Item 2. | Exhibits. |
| (1) | Certificate of Trust of the Registrant (incorporated herein by reference to Exhibit 3.3 to the Form S-1/S-3 Registration Statement (Registration No. 333-178586)). |
| (2) | Trust Agreement dated December 5, 2011 among Whiting Oil and Gas Corporation, The Bank of New York Mellon Trust Company, N.A. and Wilmington Trust, National Association (incorporated herein by reference to Exhibit 3.4 to the Form S-1/S-3 Registration Statement (Registration No. 333-178586)). |
| (3) | Form of Amended and Restated Trust Agreement among Whiting Oil and Gas Corporation, The Bank of New York Mellon Trust Company, N.A. and Wilmington Trust, National Association (incorporated herein by reference to Exhibit 3.5 to the Form S-1/S-3 Registration Statement (Registration No. 333-178586)). |
| (4) | Registration Statement on Form S-1 / S-3 (Registration No. 333-178586), initially filed with the Securities and Exchange Commission on December 16, 2011 (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 this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| WHITING USA TRUST II | ||||||
| By: WHITING PETROLEUM CORPORATION | ||||||
| Date: March 15, 2012 | By: | /s/ James J. Volker | ||||
| James J. Volker | ||||||
| Chairman and Chief Executive Officer | ||||||
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WHITING USA TRUST II
FORM 8-A
EXHIBIT INDEX
| Exhibit Number | Description | |
| (1) | Certificate of Trust of the Registrant (incorporated herein by reference to Exhibit 3.3 to the Form S-1/S-3 Registration Statement (Registration No. 333-178586)). | |
| (2) | Trust Agreement dated December 5, 2011 among Whiting Oil and Gas Corporation, The Bank of New York Mellon Trust Company, N.A. and Wilmington Trust, National Association (incorporated herein by reference to Exhibit 3.4 to the Form S-1/S-3 Registration Statement (Registration No. 333-178586)). | |
| (3) | Form of Amended and Restated Trust Agreement among Whiting Oil and Gas Corporation, The Bank of New York Mellon Trust Company, N.A. and Wilmington Trust, National Association (incorporated herein by reference to Exhibit 3.5 to the Form S-1/S-3 Registration Statement (Registration No. 333-178586)). | |
| (4) | Registration Statement on Form S-1 / S-3 (Registration No. 333-178586), initially filed with the Securities and Exchange Commission on December 16, 2011 (incorporated herein by reference). | |
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