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 COMPANY, INC.
(Exact Name of Registrant as Specified in its Charter)
HAWAII 99-0040500
(State or Other Jurisdiction of Incorporation (I.R.S. Employer Identification No.)
or Organization)
900 RICHARDS STREET
HONOLULU, HAWAII 96813
(Address of principal executive offices)
HECO CAPITAL TRUST II
(Exact name of registrant as Specified in its Charter)
DELAWARE 51-0384635
(State of incorporation or organization) (I.R.S. Employer Identification No.)
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)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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7.30 % Cumulative Quarterly New York Stock Exchange, Inc.
Income Preferred Securities (QUIPSSM)
of HECO Capital Trust II
(and the Guarantee with respect thereto)
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(g) of the Act: None
The Commission respectfully is requested to send copies of all notices, orders
and communications to:
David J. Reber, Esq.
Goodsill Anderson Quinn & Stifel
P.O. Box 3196
Honolulu, Hawaii 96801
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description Of Registrants' Securities To Be Registered.
The class of securities to be registered hereby are the 7.30% Cumulative
Quarterly Income Preferred Securities (the "QUIPSSM" or "Trust Preferred
Securities"), representing preferred undivided beneficial ownership interests in
the assets of HECO Capital Trust II, a statutory business trust formed under the
laws of the State of Delaware (the "Trust"), together with the Trust Preferred
Securities Guarantee Agreement between Hawaiian Electric Company, Inc., a Hawaii
corporation, and The Bank of New York, as the Trust Guarantee Trustee (the
"Trust Guarantee").
The form of the Trust Guarantee is incorporated by reference to the
Registration Statement on Form S-3 (Registration Nos. 333-65881, 333-65881-01,
333-65881-02 and 333-65881-03) filed with the Securities and Exchange Commission
(the "Commission") on October 19, 1998 under the Securities Act of 1933, as
amended (the "Act") as amended by Amendment No. 1 thereto filed with the
Commission on December 7, 1998 (such Registration Statement, as so amended,
being hereinafter referred to as the "Registration Statement"). The
Registration Statement became effective on December 8, 1998. The particular
terms of the Trust Preferred Securities and the Trust Guarantee will be
described in a prospectus to be filed with the Commission pursuant to Rule
424(b) under the Act and shall be deemed to be incorporated herein by reference
as set forth in Item 2 below.
Item 2. EXHIBITS
The Trust Preferred Securities and the Trust Guarantee described herein
are to be listed on the New York Stock Exchange, on which no other securities of
HECO Capital Trust II are listed. Accordingly, the following Exhibits required
in connection with Part II to the instructions as to Exhibits to Form 8-A have
been duly filed with the New York Stock Exchange. Each Exhibit was previously
filed as indicated with the Commission and is incorporated herein by reference.
1.1 Prospectus to be filed pursuant to Rule 424(b) in connection with the
Registration Statement.
2.1 Certificate of Trust dated as of October 7, 1998 OF HECO Capital Trust II
(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 II
(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 (incorporated by reference to
Exhibit 4(g) to the Registration Statement).
2.4 Form of HECO Junior Indenture with the Bank of New York, as trustee
(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,
and Subsidiary Guarantee (Incorporated by reference to Exhibit 4(h) to the
Registration Statement).
2.6 Form of Trust Preferred Security (included in Exhibit 2.2 above).
2.7 Form of the Company's Junior Subordinated Debentures (included in Exhibit
2.4 above).
2.8 Form of the Junior Subordinated Debentures of the Subsidiaries of the
Company (included in Exhibit 2.5 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 II
Date: December 9, 1998 By Hawaiian Electric Company, Inc.
as depositor
By: /s/ Paul Oyer
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Name: Paul A. Oyer
Title: Financial Vice President
and Treasurer
HAWAIIAN ELECTRIC COMPANY, INC.
as Trust Guarantor
and Subsidiaries Guarantor
By: /s/ Paul Oyer
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Name: Paul A. Oyer
Title: Financial Vice President
and Treasurer
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