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 CHARTER ONE FINANCIAL, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 34-1567092 - -------------------------------------------------------------------------------- (State of incorporation or (IRS Employer organization) Identification No.) 1215 Superior Avenue, Cleveland, Ohio 44114 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which each class to be so registered is to be registered - -------------------- ----------------------- Preferred Stock Purchase Rights 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), check the following box. [X] If this Form relates to the registration of a class securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ] Securities to be registered pursuant to Section 12(g) of the Act: None - -------------------------------------------------------------------------------- (Title of Class) Page 1 Item 1. Description of Registrant's Securities to be Registered. A description of the preferred stock purchase rights of Charter One Financial, Inc. (the "Company") is set forth under "Item 1. Description of Registrant's Securities to be Registered" contained in the amendment on Form 8-A/A filed with the Securities and Exchange Commission (the "SEC") on October 28, 1999 to the Company's Registration Statement on Form 8-A filed with the SEC on November 22, 1989. Such description is incorporated herein by reference. Item 2. Exhibits. Exhibit No. Description 1 Amended and Restated Stockholder Protection Rights Agreement, dated October 20, 1999, between the Company and BankBoston, N.A., as rights agent (filed as Exhibit 2 to the Company's Registration Statement on Form 8-A/A filed on October 28, 1999 and incorporated herein by reference). Page 2 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, thereunto duly authorized. CHARTER ONE FINANCIAL, INC. Date: November 30, 1999 By: /s/ Robert J. Vana ------------------------------------- Robert J. Vana Chief Corporate Counsel and Secretary