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 ----------------------- CHANDLER (U.S.A.), INC. (Exact name of registrant as specified in its charter) OKLAHOMA 73-1325906 (State or other (I.R.S. Employer jurisdiction of Identification No.) incorporation) 1010 MANVEL AVENUE CHANDLER, OKLAHOMA 74834 (Address of principal executive offices) 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 ------------------- ------------------------------ $24,000,000 __% Senior Debentures American Stock Exchange 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), check the following box. [ X ] 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. [ ] Securities Act registration statement file number to which this form relates: 333-76393 (if applicable) Securities to be registered pursuant to Section 12(g) of the Act: Title of Class -------------- None ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. __% SENIOR DEBENTURES DUE 2014 (THE "DEBENTURES") Reference is made to the information set forth under the heading "Description of the Debentures" in the registrant's Registration Statement on Form S-1, No. 333-76393 (the "S-1"), filed with the Securities and Exchange Commission on April 15, 1999, as amended, which is incorporated herein by reference. ITEM 2. EXHIBITS All exhibits filed as a part of this registration statement of the Registrant are incorporated by reference from that Registration Statement of Chandler (U.S.A.), Inc., as filed on Form S-1 with the Securities and Exchange Commission on April 15, 1999, that Amendment No. 1 to the Registration Statement as filed on Form S-1, as filed with the Securities and Exchange Commission on June 1, 1999, and that Amendment No. 2 to the Registration Statement as filed on Form S-1, as filed with the Securities and Exchange Commission on June 29, 1999, and all amendments thereto. 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. CHANDLER (U.S.A.), INC. ("Registrant") Date: July 2, 1999 By: /s/ W. Brent LaGere ------------------------------------- W. Brent LaGere Chief Executive Officer and President 1