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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
STATIA TERMINALS GROUP N.V.
(Exact name of registrant as specified in its charter)
Netherlands Antilles 52-2003016
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Tumbledown Dick Bay
St. Eustatius, Netherlands Antilles
(Address of principal executive offices)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective upon filing
pursuant to General Instruction A.(c), check the following box. ( )
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. (x)
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES:
333-72317
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
None
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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COMMON SHARE, PAR NASDAQ NATIONAL MARKET
VALUE $0.01 PER SHARE
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
For information with respect to the common shares, par value $0.01,
(the "Common Shares") of Statia Terminals Group N.V. (the "Company"), reference
is made to the information set forth under the captions "Prospectus Summary,"
"Cash Distribution Policy" and "Description of Common Shares" contained in the
prospectus deemed a part of the Company's Registration Statement on Form S-1
filed with the Securities and Exchange Commission (the "Commission") on February
12, 1999, as amended (the "Registration Statement"), under the Securities Act of
1933, as amended (the "Securities Act"). The information contained in the
above-referenced sections of the foregoing Registration Statement and the
prospectus which is a part thereof, as such may be hereafter amended, are hereby
incorporated by reference thereto. A definitive prospectus describing the Common
Shares will be filed pursuant to Rule 424(b) under the Securities Act and, upon
filing, shall be deemed to be incorporated herein by reference.
Item 2. Exhibits.
Exhibit
Number Description
1 - Articles of Incorporation of the Company. Incorporated
by reference to Exhibit 3.1 to the Registration
Statement.
2 - Proposed Articles of Incorporation of the Company.
Incorporated by reference to Exhibit 3.2 to the
Registration Statement.
3 - Indenture, dated as of November 27, 1996, among Statia
Terminals International N.V., Statia Terminals Canada,
Incorporated, as Issuers, and Statia Terminals
Corporation N.V., Statia Terminals Delaware, Inc.,
Statia Terminals, Inc., Statia Terminals, N.V., Statia
Delaware Holdco II, Inc., Saba Trustcompany N.V., Bicen
Development Corporation N.V., Statia Terminals
Southwest, Inc., W.P. Company, Inc., Seven Seas
Steamship Company, Inc., Seven Seas Steamship Company
(Sint Eustatius) N.V., Point Tupper Marine Services
Limited, Statia Laboratory Services N.V., Statia Tugs
N.V. (collectively, the "Subsidiary Guarantors") and
Marine Midland Bank. Incorporated by reference to
Exhibit 4.1 to the Registration Statement.
3a - First Amendment, dated as of August 14, 1997, to the
Indenture, dated as of November 27, 1996, among Statia
Terminals International N.V., a Netherlands Antilles
corporation, Statia Terminals Canada, Incorporated, a
corporation organized under the laws of Nova Scotia,
Canada, the Subsidiary Guarantors named therein and
Marine Midland Bank. Incorporated by reference to
Exhibit 4.1a to the Registration Statement.
3b - Second Amendment, dated as of February 25, 1998, to the
Indenture, dated as of November 27, 1996, among Statia
Terminals International N.V., a Netherlands Antilles
corporation, Statia Terminals Canada, Incorporated, a
corporation organized under the laws of Nova Scotia,
Canada, the Subsidiary Guarantors named therein and
Marine Midland Bank. Incorporated by reference to
Exhibit 4.1b to the Registration Statement.
3c - Third Amendment, dated as of July 29, 1998, to the
Indenture, dated as of November 27, 1996, among Statia
Terminals International N.V., a Netherlands Antilles
corporation, Statia Terminals Canada, Incorporated, a
corporation organized under the laws of Nova Scotia,
Canada, the Subsidiary Guarantors named therein and
Marine Midland Bank. Incorporated by reference to
Exhibit 4.1c to the Registration Statement.
4 - Registration Rights Agreement between Statia Terminals
Group N.V. and Statia Terminals Holdings, dated April
__, 1999. Incorporated by reference to Exhibit 4.17 to
the Registration Statement.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
STATIA TERMINALS GROUP N.V.
Date: April 20, 1999 By: /s/James G. Cameron
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Name: James G. Cameron
Title: Director
By: /s/Jack R. Pine
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Name: Jack R. Pine
Title: Secretary