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
WEBSTER PREFERRED CAPITAL CORPORATION
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(Exact name of registrant as specified in its charter)
CONNECTICUT 06-147-8208
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(State incorporation or organization) (I.R.S. Employer Identification No.)
145 BANK STREET, WATERBURY, CONNECTICUT 06702
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(Address of principal executive offices) (Zip Code)
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), check the following box. [X]
Securities Act registration statement file number to which this form
relates: File No. 333-38685 (if applicable)
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
NONE
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Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED STOCK, $1.00 PAR VALUE PER SHARE
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(Title of class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Series A ___% Cumulative Redeemable Preferred Stock
and Series B ___% Cumulative Redeemable Preferred Stock (together the "Preferred
Shares") of the Registrant registered hereunder is incorporated herein by
reference from the description of the Preferred Shares set forth under the
captions "Description of Preferred Shares" and "Description of Capital Stock of
the Company" in the prospectus to be filed by the Registrant pursuant to Rule
424(b) under the Securities Act of 1933, as amended in connection with, the
Registrant's registration statement on Form S-11 (File No. 333-38685) filed with
the Securities and Exchange Commission (the "SEC") on October 24, 1997, as
amended. The Series B Preferred Shares have been approved for inclusion in The
Nasdaq Stock Market's National Market Tier.
ITEM 2. EXHIBITS.
The following exhibits are filed as part of this Registration Statement:
1 Pre-Effective Amendment No. 1 to the registration statement on
Form S-11 (SEC File No. 333-38685) of the Registrant (Amendment
No. 1) filed with the SEC on December 15, 1997.
3.1 Amended and Restated Certificate of Incorporation of the
Registrant (incorporated herein by reference from Exhibit 3.1 to
Amendment No. 1).
3.2 Amended and Restated By-Laws of the Registrant (incorporated
herein by reference from Exhibit 3.2 to Amendment No. 1).
4.1 Specimen of certificate representing Series A __% Cumulative
Redeemable Preferred Stock of the Registrant (incorporated herein
by reference from Exhibit 4.1 to Amendment No. 1).
4.2 Specimen of certificate representing Series B __% Cumulative
Redeemable Preferred Stock of the Registrant (incorporated herein
by reference from Exhibit 4.2 to Amendment No. 1).
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SIGNATURES
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.
WEBSTER PREFERRED CAPITAL CORPORATION
(Registrant)
Date: December 16, 1997 By:/s/ Peter J. Swiatek
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Peter J. Swiatek
Vice President and Treasurer
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EXHIBIT INDEX
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Exhibit No. Description Page
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1 Pre-Effective Amendment No. 1 to the registration statement on
Form S-11 (SEC File No. 333-38685) of the Registrant (Amendment
No. 1) filed with the SEC on December 15, 1997.
3.1 Amended and Restated Certificate of Incorporation of the
Registrant (incorporated herein by reference from Exhibit 3.1 to
Amendment No. 1).
3.2 Amended and Restated By-Laws of the Registrant (incorporated
herein by reference from Exhibit 3.2 to Amendment No. 1).
4.1 Specimen of certificate representing Series A __% Cumulative
Redeemable Preferred Stock of the Registrant (incorporated
herein by reference from Exhibit 4.1 to Amendment No. 1).
4.2 Specimen of certificate representing Series B __% Cumulative
Redeemable Preferred Stock of the Registrant (incorporated
herein by reference from Exhibit 4.2 to Amendment No. 1).