SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
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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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Hawaiian Electric Hawaii 99-0040500
Company, Inc. (State of (I.R.S. Employer
(Exact name of incorporation Identification
registrant as or organization) No.)
specified in
its charter
900 Richards Street, Honolulu, Hawaii 96813
(Address of principal executive offices, including zip code)
HECO Capital Delaware 55-6834193
Trust I (State of (I.R.S. Employer
(Exact name of incorporation Identification
registrant as or organization) No.)
specified in
its certificate
of trust)
c/o The Bank of New York, 101 Barclay Street, 21st Floor,
New York, N.Y. 10286
Attention: Corporate Trust Trustee Administration
(Address of principal executive offices, including 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 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
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8.05% Cumulative Quarterly New York Stock Exchange, Inc.
Income Preferred Securities
(QUIPS(SM)) of HECO Capital
Trust I
(and the Guarantee with
respect thereto)
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 class of securities to be registered hereby consist of the 8.05%
Cumulative Quarterly Income Preferred Securities (the "QUIPS/SM/" or "Trust
Preferred Securities"), representing preferred undivided beneficial ownership
interests in the assets of HECO Capital Trust I, a statutory business trust
formed under the laws of the State of Delaware (the "Trust"), together with the
Trust Preferred Securities Guarantee by Hawaiian Electric Company, Inc., a
Hawaii corporation, in favor of the holders of the Trust Preferred Securities
(the "Trust Guarantee").
For a description of the Trust Preferred Securities and the Trust
Guarantee, reference is made to the information set forth under the headings
"Description of QUIPS" and "Description of Trust Guarantee" in the Registration
Statement on Form S-3 (Registration Nos. 333-20757, 333-20757-01, 333-20757-02
and 333-20757-03) filed with the Securities and Exchange Commission (the
"Commission") on January 30, 1997 under the Securities Act of 1933, as amended
(the "Act"), and Amendment No. 1 and Amendment No. 2 thereto filed with the
Commission on March 13, 1997 and March 20, 1997, respectively (such Registration
Statement, as so amended, being hereinafter referred to as the "Registration
Statement"), which description is incorporated herein by reference. Definitive
copies of the prospectus describing the terms of the Trust Preferred Securities
and the Trust Guarantee will be filed pursuant to Rule 424(b) under the Act and
shall be deemed to be incorporated herein by reference.
ITEM 2. EXHIBITS
2.1 Certificate of Trust dated as of December 31, 1996 of HECO Capital Trust
I (incorporated herein by reference to Exhibit 4(a) to the Registration
Statement).
2.2 Form of Amended and Restated Trust Agreement of HECO Capital Trust I
(incorporated by reference to Exhibit 4(c) to the Registration
Statement).
2.3 Form of Trust Guarantee Agreement between Hawaiian Electric Company,
Inc., as guarantor, and The Bank of New York, as trust guarantee trustee
(incorporated by reference to Exhibit 4(g) to the Registration
Statement).
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2.4 Form of HECO Junior Indenture with The Bank of New York, as trustee, in
connection with the issuance of HECO Junior Subordinated Debentures
("QUIDS") to the Trust (incorporated by reference to Exhibit 4(d) to the
Registration Statement).
2.5 Form of Subsidiary Junior Indenture with The Bank of New York, as
trustee, to be used in connection with the issuance of the MECO QUIDS,
the HELCO QUIDS and the Subsidiary Guarantees (incorporated by reference
to Exhibit 4(h) to the Registration Statement).
2.6 Form of Trust Preferred Security (included in Exhibit 2.2 above).
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SIGNATURES
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, thereunto duly authorized.
HECO CAPITAL TRUST I
Date: March 25, 1997 By Hawaiian Electric Company, Inc.
as depositor
By: /s/ Paul A. Oyer
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Name: Paul A. Oyer
Title: Financial Vice
President and
Treasurer
By: /s/ Marvin A. Hawthorne
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Name: Marvin A. Hawthorne
Title: Assistant Treasurer
HAWAIIAN ELECTRIC COMPANY, INC.
as Trust Guarantor and
Subsidiary Guarantor
By: /s/ Paul A. Oyer
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Name: Paul A. Oyer
Title: Financial Vice
President and Treasurer
By: /s/ Marvin A. Hawthorne
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Name: Marvin A. Hawthorne
Title: Assistant Treasurer
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