UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
DOWNEY FINANCIAL CORP. DOWNEY FINANCIAL CAPITAL TRUST I
(Exact Name of Registrant as (Exact name of Registrant as
Specified in its Chatter) Specified in its Charter)
DELAWARE DELAWARE
(State of Incorporation or Organization) (State of Incorporation or Organization)
33-0633413 33-0858330
(I.R.S. Employer Identification Number) (I.R.S. Employer Identification Number)
3501 JAMBOREE ROAD 3501 JAMBOREE ROAD
NEWPORT BEACH, CA 92660 NEWPORT BEACH, CA 92660
(Address of Principal Executive Office (Address of Principal Executive Office
Securities to be registered pursuant to Section 12(b) of the Act: 10% Capital
Securities of Downey Financial Capital Trust I
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), please check the following box [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box [_]
Securities Act Registration Statement File Number to which this form relates:
333-79835 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act: None
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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANTS' SECURITIES TO BE REGISTERED
For the full description of Downey Financial Capital Trust I's Capital
Securities (the "Capital Securities"), reference is made to the information
contained under the captions "Description of the Capital Securities,"
"Description of Junior Subordinated Debentures," "Description of Guarantee" and
"Relationship among the Capital Securities, the Junior Subordinated Debentures
and the Guarantee" in the Prospectus that forms part of the Registrants'
Registration Statement on Form S-3, Registration No. 333-79835, the
"Registration Statement"), filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Securities Act"). The
information contained in the Registration Statement and the Prospectus
describing the Capital Securities will be filed pursuant to Rule 424(b) or
pursuant to an amendment to the Registration Statement under the Securities Act
and shall be incorporated by reference into this Registration Statement on Form
8-A.
ITEM 2. EXHIBITS.
2.1 Certificate of Trust of Downey Financial Capital Trust I (incorporated by
reference from Exhibit 4.2 of the Registration Statement).
2.2 Trust Agreement of Downey Financial Capital Trust I (incorporated by
reference from Exhibit 4.3 to the Registration Statement).
2.2.1 Form of Amended and Restated Trust Agreement of Downey Financial Capital
Trust I (incorporated by reference from Exhibit 4.4 to the Registration
Statement).
2.3 Form of Capital Securities Certificate of Downey Financial Capital Trust
I (incorporated by reference from Exhibit 4.5 to the Registration
Statement).
2.4 Form of Capital Securities Guarantee Agreement (incorporated by reference
from Exhibit 4.6 to the Registration Statement).
2.5 Form of Junior Subordinated Indenture including Form of Junior
Subordinated Debenture (incorporated by reference from Exhibit 4.1 to the
Registration Statement).
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SIGNATURE
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, thereto duly authorized.
Dated: July 22, 1999
DOWNEY FINANCIAL CORP. DOWNEY FINANCIAL CAPITAL TRUST I
By: /s/ Daniel D. Rosenthal By: /s/ Daniel D. Rosenthal
----------------------------------------- --------------------------------------
Daniel D. Rosenthal, President and Chief Daniel D. Rosenthal, Administrative
Executive Officer Trustee
By: /s/ Thomas E. Prince
--------------------------------------
Thomas E. Prince, Administrative
Trustee
By: /s/ Paul G. Woollatt
--------------------------------------
Paul G. Woollatt, Administrative
Trustee
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