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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Metropolitan Financial Corp.
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(Exact Name of Registrant as Specified in Its Charter)
Ohio 34-1109469
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(State of Incorporation or Organization) (IRS Employer
Identification No.)
6001 Landerhaven Drive, Mayfield Heights, Ohio 44124
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
debt securities and is debt securities and is to
effective upon filing become effective
pursuant to General simultaneously with the
Instruction A(c)(1) please effectiveness of a
check the following box. [ ] 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(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Each Class is to be
to be so Registered Registered
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None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, without par value
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED.
The Registrant incorporates herein by reference
the description of the Common Stock, without par value, contained under the
heading "Description of the Capital Stock" in the Prospectus filed as part of
the Registrant's Registration Statement on Form S-1 (Registration No. 333-
12381), filed with the Securities and Exchange Commission on September 20, 1996
(the "Registration Statement"), and as amended by any amendments to the
Registration Statement filed after the date of the filing of this Form 8-A.
ITEM 2. EXHIBITS.
Exhibit No. Description
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1. Form of Certificate of Common Stock, without
par value.
2. Amended and Restated Articles of Incorporation of
the Registrant (to be effective prior to the
consummation of the offering of the Registrant's
Common Stock, without par value, in connection with
the Registration Statement).
3. Amended and Restated Code of Regulations of the
Registrant (to be effective prior to the
consummation of the offering of the Registrant's
Common Stock, without par value, in connection
with the Registration Statement).
4. Form of Indenture entered into on December 1,
1995 between the Registrant and Boatmen's
Trust Company. Incorporated by reference to
Exhibit 4.1 to the Registrant's Amendment No.
1 to Registration Statement on Form S-1
(Registration No. 33-98380), filed on November
13, 1995.
In addition to the foregoing exhibits, the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 and
the Registrant's Quarterly Reports on Form 10-Q for the quarters ended March 31,
1996 and June 30, 1996 will be filed as exhibits to the copy of this Form 8-A
filed with Nasdaq.
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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.
Metropolitan Financial Corp.
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(Registrant)
Dated: October 11, 1996 By: /s/ David G. Lodge
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David G. Lodge, President,
Assistant Secretary, Assistant
Treasurer, and Director
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