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 AND EXCHANGE ACT OF 1934 FFP MARKETING COMPANY, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Texas 75-2735779 - -------------------------------------------------------------------------------- (State of incorporation or (IRS Employer organization) Identification No.) 2801 Glenda Avenue Fort Worth, TX 75243 - -------------------------------------------------------------------------------- (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 ------------------- ------------------------------ Common Stock American Stock Exchange, Inc. 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. [ ] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is seffective pursuant to General Instruction A(d), check the following box. [ ] Securities Act registration statement file number to which this form relates: 333-41709 Securities to be registered pursuant to Section 12(g) of the Act: None - -------------------------------------------------------------------------------- Title of Class CORPDAL:94907.1 12013-00014 1 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The description of the Common Stock, par value $.01 per share, of FFP Marketing Company, Inc. (the "Registrant") to be registered hereunder is set forth under the caption "Description of Securities --The Marketing Company" in the Prospectus (the "Prospectus") included in the Registration Statement on Form S-4 (Commission File No. 333-41709) initially filed by the Registrant with the Securities and Exchange Commission (the "Commission") on December 8, 1997 (the "Registration Statement"), and amended by Amendment Number One to the Registration Statement filed by the Registrant with the Commission on December 10, 1997 (the "Amendment"). The Registration Statement and the Amendment, including the Prospectus, are incorporated herein by reference. ITEM 2. EXHIBITS I. 1. Articles of Incorporation of the Registrant, as amended (filed as Exhibit 3.1 to the Registration Statement). 2. Bylaws of the Registrant (filed as Exhibit 3.2 to the Registration Statement). 3. Form of specimen stock certificate for shares of Common Stock. II. Not applicable CORPDAL:94907.1 12013-00014 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Dated as of December 16, 1997. FFP MARKETING COMPANY, INC. By: /s/ Steven B. Hawkins -------------------------- Name: Steven B. Hawkins Title: Vice President-Finance and Administration CORPDAL:94907.1 12013-00014 3 EXHIBIT INDEX EXHIBIT SEQUENTIALLY NO. EXHIBIT DESCRIPTION NUMBERED PAGE - ------- ------------------- ------------- 1. Articles of Incorporation of the Registrant, as amended 2 (filed as Exhibit 3.1 to the Registration Statement). 2. Bylaws of the Registrant (filed as Exhibit 3.2 to 2 the Registration Statement). 3. Form of specimen stock certificate for shares of Common Stock. 5 CORPDAL:94907.1 12013-00014 4