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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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MACQUARIE INFRASTRUCTURE COMPANY TRUST
(Exact name of registrant as specified in its charter)
DELAWARE 20-6196808
(State of incorporation or organization) (I.R.S. Employer Identification No.)
600 FIFTH AVENUE, 21ST FLOOR
NEW YORK, NY 10020
(Address of principal executive offices) (Zip Code)
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MACQUARIE INFRASTRUCTURE COMPANY LLC
(Exact name of registrant as specified in its charter)
DELAWARE 43-2052503
(State of incorporation or organization) (I.R.S. Identification No.)
600 FIFTH AVENUE, 21ST FLOOR
NEW YORK, NY 10020
(Address of principal executive offices) (Zip Code)
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 of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration file number to which this form relates: 333-116244
Securities to be registered pursuant to Section 12(b) of the Act:
SHARES REPRESENTING BENEFICIAL INTERESTS IN MACQUARIE INFRASTRUCTURE
COMPANY TRUST.
(Title of Class)
LLC INTERESTS OF MACQUARIE INFRASTRUCTURE COMPANY LLC
(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act: None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the shares representing beneficial interests in
Macquarie Infrastructure Company Trust and of the LLC interests of Macquarie
Infrastructure Company LLC, set forth under the heading "Description of Shares"
in the Registrants' Registration Statement on Form S-1 (Registration No.
333-116244) as originally filed with the Securities and Exchange Commission (the
"Commission") on June 7, 2004, and as subsequently amended (the "S-1
Registration Statement"), and in the prospectus included in the S-1 Registration
Statement, which description will be included in the prospectus relating to the
S-1 Registration Statement to be filed by the Registrants with the Commission
pursuant to Rule 424(b) under the Securities Act of 1933, as amended, is hereby
incorporated by reference.
ITEM 2. EXHIBITS.
Exhibit Number Description
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1. Certificate of Trust of Macquarie Infrastructure Company
Trust, incorporated by reference to Exhibit 3.1 of the
S-1 Registration Statement
2. Trust Agreement dated April 13, 2004 of Macquarie
Infrastructure Company Trust, incorporated by reference
to Exhibit 3.2 of the S-1 Registration Statement
3. Form of Amended and Restated Trust Agreement of
Macquarie Infrastructure Company Trust, incorporated by
reference to Exhibit 3.3 of the S-1 Registration
Statement
4. Certificate of Formation of Macquarie Infrastructure
Company LLC, incorporated by reference to Exhibit 3.4 of
the S-1 Registration Statement
5. Operating Agreement dated April 13, 2004 of Macquarie
Infrastructure Company LLC, incorporated by reference to
Exhibit 3.5 of the S-1 Registration Statement
6. Form of Amended and Restated Operating Agreement of
Macquarie Infrastructure Company LLC, incorporated by
reference to Exhibit 3.6 of the S-1 Registration
Statement
7. Amended and Restated Certificate of Trust of Macquarie
Infrastructure Assets Trust, incorporated by reference
to Exhibit 3.7 of the S-1 Registration Statement
8. Amended and Restated Certificate of Formation of
Macquarie Infrastructure Assets LLC, incorporated by
reference to Exhibit 3.8 of the S-1 Registration
Statement
9. Specimen certificate evidencing share of trust stock of
Macquarie Infrastructure Company Trust, incorporated by
reference to Exhibit 4.1 of the S-1 Registration
Statement
10. Specimen certificate evidencing LLC interest of
Macquarie Infrastructure Company LLC, incorporated by
reference to Exhibit 4.2 of the S-1 Registration
Statement
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, each registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
MACQUARIE INFRASTRUCTURE COMPANY TRUST
By: MACQUARIE INFRASTRUCTURE COMPANY LLC,
as Sponsor
Date: December 13, 2004 By: /s/ Peter Stokes
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Name: Peter Stokes
Title: Chief Executive Officer
MACQUARIE INFRASTRUCTURE COMPANY LLC
Date: December 13, 2004 By: /s/ Peter Stokes
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Name: Peter Stokes
Title: Chief Executive Officer