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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 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
METROPOLITAN FINANCIAL CORP. METROPOLITAN CAPITAL TRUST I
(Exact name of Registrant as specified (Exact name of Registrant as specified
in its charter) in its trust agreement)
OHIO DELAWARE
(State of incorporation or organization) (State of incorporation or organization)
34-1109469 34-7072144
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
6001 Landerhaven Drive
Mayfield Heights, Ohio 44124
(440) 646-1111
(Address, including zip code, and telephone number, including area code, of
Registrants' 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 pursuant to General
Instruction A.(c), please 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), please check the following box. [ X ]
Securities Act registration statement file numbers to which this Form relates:
No. 333-49701 and
No. 333-49701-01
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:
% Cumulative Trust Preferred Securities of Metropolitan Capital Trust I
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The information relating to the Registrants' securities required by
Item 202 of Regulation S-K is hereby incorporated by reference to the
information presented under the captions "Description of the Preferred
Securities," "Description of the Junior Subordinated Debentures,"
"Description of the Guarantee" and "Relationship Among the Preferred
Securities, the Junior Subordinated Debentures, the Expense Agreement and
the Guarantee" in the Registrants' Registration Statement on Form S-1
(Registration No. 333-49701 and 333-49701-01) originally filed with the
Commission on April 8, 1998, as amended by Amendment No. 1 to Form S-1
filed on April 17, 1998 (the "Form S-1"), and the same sections in the
Prospectus to be filed pursuant to Rule 424(b) which are deemed to be
incorporated by reference herein.
ITEM 2. EXHIBITS
4.1 Form of Indenture of Metropolitan Financial Corp. relating to the
Junior Subordinated Debentures (1)
4.2. Form of Certificate of Junior Subordinated Debenture (included as
an exhibit to Exhibit 4.1 to the Form S-1)
4.3 Certificate of Trust of Metropolitan Capital Trust I (2)
4.4 Form of Amended and Restated Trust Agreement of Metropolitan
Capital Trust I (3)
4.5 Form of Trust Preferred Security Certificate for Metropolitan
Capital Trust I (included as an exhibit to Exhibit 4.4 to the
Form S-1)
4.6 Form of Guarantee of Metropolitan Financial Corp. relating to the
Trust Preferred Securities (4)
(1) Incorporated by reference to Exhibit 4.1 to the Form S-1.
(2) Incorporated by reference to Exhibit 4.3 to the Form S-1.
(3) Incorporated by reference to Exhibit 4.4 to the Form S-1.
(4) Incorporated by reference to Exhibit 4.6 to the Form S-1.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrants have duly caused this registration statement to be
signed on their behalf by the undersigned, thereunto duly authorized.
METROPOLITAN FINANCIAL CORP.
Date: April 23, 1998 By: /s/ David G. Lodge
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David G. Lodge, President, Assistant Secretary
and Assistant Treasurer
METROPOLITAN CAPITAL TRUST I
By: METROPOLITAN FINANCIAL
CORP., AS DEPOSITOR
Date: April 23, 1998 By: /s/ David G. Lodge
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David G. Lodge, President, Assistant Secretary
and Assistant Treasurer
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