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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
SEMCO Capital Trust I
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(Exact name of registrant as specified in its charter)
Delaware 31-6633776
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(State of Incorporation) (I.R.S. Employer Identification No.)
c/o SEMCO Energy, Inc., 405 Water Street, Port Huron, Michigan 48060
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of exchange on which class is to be
Title of class to be so registered registered
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10 1/4% Trust Preferred Securities (and New York Stock Exchange Inc.
the Guarantee with respect thereto)
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 statement file number to which this form
relates: 333-91815.
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
The class of securities to be registered hereby is the 10 1/4% Trust
Preferred Securities (the "Preferred Securities") of SEMCO Capital Trust I, a
statutory business trust created under the laws of the State of Delaware (the
"Trust"). The Securities represent preferred undivided beneficial interests in
the assets of the Trust and are guaranteed by SEMCO Energy, Inc. ("SEMCO"), to
the extent set forth in the Trust Guarantee Agreement described below by SEMCO
to Bank One Trust Company, National Association, as Guarantee Trustee (the
"Guarantee"). A description of the Preferred Securities and the Guarantee is set
forth in the Registration Statement on Form S-3 of SEMCO and the Trust
(Registration No. 333-91815) filed with the Securities and Exchange Commission
(the "Commission") on November 30, 1999, as amended by Amendment No. 1 thereto
filed with the Commission on March 22, 2000 and declared effective by the
Commission on March 27, 2000 (as amended, the "Registration Statement") under
the captions "Description of Trust Preferred Securities" and "Description of
Trust Preferred Guarantees" and in the Prospectus Supplement relating thereto
dated April 12, 2000 filed with the Commission on April 13, 2000 pursuant to
Rule 424(b)(5) under the Securities Act of 1933, as amended (the "Securities
Act") under the caption "Description of the Trust Preferred Securities" which
descriptions are incorporated herein by reference. Any form of prospectus or
prospectus supplement that includes such descriptions that is subsequently filed
by SEMCO or the Trust as part of an amendment to the Registration Statement or
otherwise pursuant to Rule 424(b) under the Securities Act is hereby
incorporated by reference herein.
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Item 2. Exhibits.
Exhibit
Number Description of Exhibit Method of Filing
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1. Certificate of Trust of the Trust Incorporated herein by reference to Exhibit 4.5
to the Registration Statement
2. Form of Amendment and Restated Trust Agreement Incorporated herein by reference to Exhibit
4.11 to the Registration Statement
3. Form of Trust Guarantee Agreement Incorporated herein by reference to Exhibit
4.15 to the Registration Statement
4. Form of 10 1/4% Trust Preferred Security Incorporated herein by reference to Exhibit
(contained in the Amended and Restated Trust 4.14 to the Registration Statement included in
Agreement) Exhibit 4.11 to the Registration Statement.
5. Form of Indenture dated as of April 19, 2000 Incorporated herein by reference to Exhibit 4.3
between the registrant and Bank One Trust to the Registration Statement
Company, National Association, as Trustee
6. Form of First Supplemental Indenture to Incorporated herein by reference to
Indenture dated April 19, 2000 Exhibit 4.3(i) to the Registration Statement
7. Trust Agreement for the Trust Incorporated herein by reference to Exhibit 4.8
to the Registration Statement
8. Form of 10 1/4% Subordinated Debenture Incorporated herein by reference to Exhibit 4.4
(contained in the Form of First Supplemental to the Registration Statement included in
Indenture to the Indenture) Exhibit 4.3(i) to the Registration Statement.
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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.
SEMCO Capital Trust I
(Registrant)
By: /s/ Edric Mason
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Edric Mason
Administrative Trustee
By: /s/ Sebastian Coppola
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Sebastian Coppola
Administrative Trustee
SEMCO Energy, Inc.
Depositor of the Registrant and Guarantor
under the Guarantee
By: /s/ Sebastian Coppola
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Sebastian Coppola
Senior Vice President
Date: April 13, 2000