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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PIER 1 IMPORTS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 75-1729843
(State of Incorporation (I.R.S. Employer
or Organization) Identification no.)
301 Commerce Street, Suite 600
Fort Worth, Texas 76102
(Address of Principal Executive Offices) (Zip Code)
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
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5-3/4% Convertible Subordinated New York Stock Exchange
Notes Due 2003
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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Item 1. Description of Registrant's Securities to be Registered
The description of the Registrant's 5-3/4% Convertible Subordinated
Notes Due 2003 is incorporated herein by reference to the section captioned
"Description of the Notes" on pages 32 to 39, inclusive, of the Prospectus
constituting a part of the Registrant's Registration Statement on Form S-3,
Reg. No. 333-10677, filed with the Securities and Exchange Commission on August
23, 1996, as amended by Amendment No. 3 to Registration Statement on Form S-3,
filed with the Securities and Exchange Commission on September 17, 1996.
Item 2. Exhibits.
3(i) Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3(i) to the Registrant's Form 10-K for the
fiscal year ended March 2, 1996).
3(ii) By-Laws of the Registrant (incorporated by reference to Exhibit
3(ii) to the Registrant's Form 10-Q for the fiscal quarter ended
November 26, 1994).
4.1 Form of Indenture to be dated as of September 18, 1996, between
the Registrant and Wells Fargo Bank (Texas), N.A. as Trustee,
relating to the 5-3/4% Convertible Subordinated Notes, including
form of 5-3/4% Convertible Subordinated Note.
4.2 Rights Agreement, dated as of December 9, 1994, by and between
the Registrant and Wells Fargo Bank (Texas), N.A. (formerly
named First Interstate Bank, N.A.), as Rights Agent
(incorporated by reference to Exhibit 4 to the Registrant's
Registration Statement on Form 8-A, Reg. No. 1-7832, dated
December 20, 1994).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
Dated: September 17, 1996
PIER 1 IMPORTS, INC.
By: /s/ J. RODNEY LAWRENCE
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J. Rodney Lawrence
Senior Vice President
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