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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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MONTANA POWER CAPITAL I
(Exact name of registrant as specified in its Trust Agreement)
Delaware To Be Applied For
(State of incorporation or (I.R.S. Employer
organization) Identification No.)
40 East Broadway
Butte, Montana 59701-9394
(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 so registered
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8.45% Cumulative Quarterly New York Stock Exchange
Income Preferred Securities
(and the Guarantee with respect
thereto)
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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
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The Commission respectfully is requested to send copies of all notices,
orders and communications to:
Robert G. Schuur
Reid & Priest LLP
40 West 57th Street
New York, New York 10019
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be
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Registered.
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The securities to be registered hereby are 8.45% Cumulative
Quarterly Income Preferred Securities ("Preferred Securities"),
of Montana Power Capital I, a Delaware business trust. The
Preferred Securities represent undivided beneficial interests in
the assets of Montana Power Capital I and are guaranteed by The
Montana Power Company (the "Company"), a Montana corporation, to
the extent set forth in the form of the Guarantee Agreement by
the Company to The Bank of New York, as Guarantee Trustee (the
"Guarantee"). The Guarantee is incorporated by reference to
Exhibit 4(d) to the Registration Statement on Form S-3 of the
Company and Montana Power Capital I (Registration Nos. 333-14369
and 333-14369-01) filed with the Securities and Exchange
Commission (the "Commission") on October 18, 1996. Such
registration statement, as amended (the "Registration
Statement"), became effective on October 31, 1996. The
particular terms of the Preferred Securities and the Guarantee
are described in the Prospectus, dated November 1, 1996, filed
with the Commission pursuant to Rule 424 of the Securities Act of
1933, as amended, in connection with the Registration Statement
(the "Prospectus"). The Prospectus and the form of Guarantee are
incorporated by reference herein as set forth in Item 2 below.
Item 2. Exhibits.
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The Preferred Securities described herein are to be
registered on the New York Stock Exchange, on which no other
securities of Montana Power Capital I are registered.
Accordingly, the following Exhibits required in accordance 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.
Exhibit Description and Method
Number of Filing
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1(a) The Prospectus Filed pursuant to Rule
424 in connection with
the Registration
Statement of the
Company and Montana
Power Capital I (Reg.
Nos. 333-14369 and 333-
14369-01).
4(a) Certificate of Trust of Filed as Exhibit 4(b)
Montana Power Capital I to the Registration
(contained in Form of Statement of the
Amended and Restated Company and Montana
Trust Agreement) Power Capital I (Reg.
Nos. 333-14369 and 333-
14369-01).
4(b) Trust Agreement of Filed as Exhibit 4(a)
Montana Power Capital I to the Registration
Statement of the
Company and Montana
Power Capital I (Reg.
Nos. 333-14369 and 333-
14369-01).
4(c) Form of Amended and Filed as Exhibit 4(b)
Restated Trust to the Registration
Agreement of Montana Statement of the
Power Capital I Company and Montana
Power Capital I (Reg.
Nos. 333-14369 and 333-
14369-01).
4(d) Form of Indenture Filed as Exhibit 4(c)
between the Company and to the Registration
The Bank of New York, Statement of the
as Trustee Company and Montana
Power Capital I (Reg.
Nos. 333-14369 and 333-
14369-01).
4(e) Form of Subordinated Filed as Exhibit 4(f)
Debt Security to the Registration
(contained in the Form Statement of the
of Officer's Company and Montana
Certificate) Power Capital I (Reg.
Nos. 333-14369 and 333-
14369-01).
4(f) Form of Guarantee Filed as Exhibit 4(d)
Agreement to the Registration
Statement of the
Company and Montana
Power Capital I (Reg.
Nos. 333-14369 and 333-
14369-01).
5(a) Form of Preferred Filed as Exhibit 4(g)
Security to the Registration
Statement of the
Company and Montana
Power Capital I (Reg.
Nos. 333-14369 and 333-
14369-01).
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.
Dated: November 5, 1996 Montana Power Capital I
By: /s/ Ellen M. Senechal
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(Authorized Representative)