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 --------------- ELDERTRUST (Exact name of registrant as specified in its charter) Maryland 23-2932973 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) --------------- 415 McFarlan Road, Suite 202 Kennett Square, PA 19348 (Address of principal executive offices) (zip code) If this form relates to the registration of a class of If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction Ac and is effective pursuant to General Instruction A.(c), check the following box. [X] A.(d), check the following box. [ ] Securities Act registration statement file number to which this form relates: 333-37451 --------------------------------------- (if applicable) 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 Shares of Beneficial Interest, New York Stock Exchange par value $.01 per share (Title of Class) Securities to be registered pursuant to Section 12(g) of the Act: None Item 1. Description of Registrant's Securities to be Registered Information with respect to the common shares of beneficial interest, par value $.01 per share (the "Common Shares"), of the Registrant is incorporated by reference to the sections captioned "Shares of Beneficial Interest" and "Certain Provisions of Maryland Law and the Company's Declaration of Trust and Bylaws" in the Registrant's Registration Statement on Form S-11 (No. 333-37451), as such may be amended (including any prospectus filed by the Registrant pursuant to Rule 424(b) promulgated under the Securities Act of 1933, as amended). Item 2. Exhibits The securities to be registered are to be registered on the New York Stock Exchange, on which no other securities of the Registrant are registered. In accordance with Part II of the instructions as to exhibits on Form 8-A, the following shall be filed with the New York Stock Exchange: 1. The Registrant's Registration Statement on Form S-11 (No. 333-37451). 2. The Amended and Restated Declaration of Trust of the Registrant. 3. The Bylaws of the Registrant. 4. Specimen certificate for the Common Shares. 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, thereto duly authorized. ELDERTRUST Date: December 22, 1997 By: /s/Edward B. Romanov, Jr. -------------------------- Edward B. Romanov, Jr. President and Chief Executive Officer 3