SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM 8-A REGISTRATION STATEMENT FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 -------------- BASIC U.S. REIT, INC. (Exact name of registrant as specified in its charter) MARYLAND 65-0695958 (State incorporation or organization) (I.R.S. Employer Identification Number) 7850 Northwest 146th Street Suite 308 Miami, FL 33016 (Address and telephone number of registrant's principal executive offices and place of business) 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, $0.01 par value per share American Stock Exchange 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 Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box. [ ] Securities to be Registered Pursuant to Section 12(g) of the Act: None (Title of class) INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED A description of the Registrant's common stock, $0.01 par value per share (the "Common Stock") is incorporated herein by reference to the registrant's Registration Statement on Form S-11 (Registration Statement No. 333-13153) as filed with the Securities and Exchange Commission on October 1, 1996 together with all amendments thereto (the "Registration Statement") and in particular to the statements made in the Prospectus included therein under the captions "Description of Capital of the Corporation" and "Certain Provisions of Maryland Law and of the Amended and Restated Articles of Incorporation and Bylaws." A copy of the description of the Common Stock has previously been filed with the American Stock Exchange, Inc. ITEM 2. EXHIBITS The following exhibits are filed as a part of this Registration Statement: 1. Articles of Amendment and Restatement of the Registrant, incorporated herein by reference to Exhibit 3.1 contained in the Registration Statement. 2. Bylaws of the Registrant, incorporated herein by reference to Exhibit 3.2 contained in the Registration Statement. 3. Specimen of the Form of Share Certificate for the Registrant's Common Stock, incorporated herein by reference to Exhibit 4.1 contained in the Registration Statement. -2- SIGNATURES 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. (Registrant) BASIC U.S. REIT, INC. Date: November 26, 1996 By: /s/ Terry McCrae ------------------------------------ Name: Terry McCrae Title: Treasurer, Chief Financial Officer and Vice President-Finance -3-