SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 CMS NOMECO OIL & GAS CO. -------------------------------------------------------- (Exact name of registrant as specified in its charter) Michigan 38-1859381 - ---------------------------------------- --------------------------------- (State of incorporation or organization) (IRS Employer Identification No.) One Jackson Square, P.O. Box 1150, Jackson, Michigan 49204 - -------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) If this Form relates to the If this Form relates to the registration of a class of registration of a class of debt securities and is debt securities and is effective upon filing to become effective pursuant to General Instruction simultaneously with the A(c)(1), please check the effectiveness of a concurrent following box. ___ 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: Common Stock (without par value) New York Stock Exchange - --------------------------------------- --------------------------------- (Title of Class) (Name of Exchange) SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None. INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. A description of the Registrant's securities to be registered is incorporated herein by reference to the description set forth under the caption "Description of Capital Stock" in the Preliminary Prospectus contained in the Registrant's Registration Statement on Form S-1 (Registration No. 63693) filed with the Securities and Exchange Commission on October 26, 1995 (the "Form S-1"). Form S-1 was amended by the filing of Amendment No. 1 to the Form S-1 with the Securities and Exchange Commission on January 19, 1996. Pricing and other terms established at the time of issuance are hereby deemed to be incorporated by reference to any prospectus or prospectus supplement filed in accordance with Rule 424(b) of the Securities Act of 1933, as amended, relating to the securities registered hereby. Item 2. Exhibits. The securities described herein are to be registered on the New York Stock Exchange, on which no other securities of the Registrant are registered. Accordingly, the following exhibits required in accordance with Part II to the Instructions as to Exhibits to Form 8-A have been duly filed with the New York Stock Exchange. Each exhibit was previously filed as indicated and is incorporated herein by reference. Exhibit No. Description and Method of Filing 1(a) Registration Statement on Form S-1 filed by the Registrant. Filed as Registration Statement of the Registrant (Rg. No. 33-63693). 1(b) Amendment No. 1 to the Registration Statement on Form S-1 filed by the Registrant (Rg. No. 33-63693-01). 4(a) Restated Articles of Incorporation of the Registrant. Filed as Exhibit 3.1 to the Form S-1. 4(b) Restated By-laws of the Registrant. Filed as Exhibit 3.2 to the Form S-1. 5(a) Specimen certificate representing shares of Common Stock of the Registrant. Filed as Exhibit 4.1 to Amendment No. 1 to the Form S-1. 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. CMS NOMECO OIL & GAS CO. January 24, 1996 By: /s/ William H. Stephens, III - ------------------------ ------------------------------------ Date Name: William H. Stephens, III Title: Executive Vice President and General Counsel