-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HWDj2jcur7QX3ZVCwUyV3Y3/XVXrB0Fbrs4qVCTnRbIjBWxl4Ys5FMxFDGrbU34s WAztM+Q6FhufX0stxFuQ9A== 0000950124-97-000078.txt : 19970108 0000950124-97-000078.hdr.sgml : 19970108 ACCESSION NUMBER: 0000950124-97-000078 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970107 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WALBRO CORP CENTRAL INDEX KEY: 0000104174 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 381358966 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-06955 FILM NUMBER: 97501993 BUSINESS ADDRESS: STREET 1: 6242 GARFIELD ST CITY: CASS CITY STATE: MI ZIP: 48726 BUSINESS PHONE: 5178722131 MAIL ADDRESS: STREET 1: 6432 GARFIELD ST CITY: CASS CITY STATE: MI ZIP: 48726 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WALBRO CAPITAL TRUST CENTRAL INDEX KEY: 0001029395 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 386683606 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-06955-01 FILM NUMBER: 97501994 BUSINESS ADDRESS: STREET 1: 6242 GARFIELD ST CITY: CASS CITY STATE: MI ZIP: 48725 BUSINESS PHONE: 5178722131 MAIL ADDRESS: STREET 1: 6242 GARFIELD ST CITY: CASS CITY STATE: MI ZIP: 48725 8-A12G 1 FORM 8-A 1 UNITED STATES 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 WALBRO CORPORATION WALBRO CAPITAL TRUST - ------------------ -------------------- (Exact name of registrant (Exact name of registrant as specified in its charter) as specified in its charter)
Delaware Delaware -------- -------- (State of incorporation or organization) (State of incorporation or organization) 36-1358966 36-6683606 ---------- ---------- (I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
6242 Garfield Street, Cass City, Michigan 48726 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices (Zip Code) for both registrants) SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE 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: % Convertible Trust Preferred Securities (Liquidation Amount $25 per Convertible Trust Preferred Security) of Walbro Capital Trust (and the Guarantee with respect thereto) - ------------------------------------------------------------------------- (Title of Class) 2 INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. For a full description of Walbro Capital Trust's % Convertible Trust Preferred Securities (the "Preferred Securities") and Walbro Corporation's guarantee (the "Guarantee") being registered hereby, reference is made to the information contained under the captions "Description of the Preferred Securities," "Description of the Convertible Debentures," and "Description of the Guarantee" in the Prospectus that forms part of the Registration Statement on Form S-3 of Walbro Corporation and Walbro Capital Trust (Registration No. 333-18317) filed with the Securities and Exchange Commission ("SEC") on December 20, 1996, under the Securities Act of 1933, as amended. The information contained in the foregoing Registration Statement and the Prospectus, as amended from time to time (the "Registration Statement"), are incorporated herein by reference. Definitive copies of the Prospectus describing the Preferred Securities will be filed pursuant to Rule 430A or pursuant to an amendment to the Registration Statement under the Securities Act of 1933, as amended, and shall be incorporated by reference into this registration statement on Form 8-A. ITEM 2. EXHIBITS.
Exhibit Number Description of Document - ------- ----------------------- 2.1 Certificate of Trust of Walbro Capital Trust. Incorporated by reference to Exhibit 4.10 to the Registration Statement. 2.2 Form of Amended and Restated Declaration of Trust of Walbro Capital Trust among Walbro Corporation, as Sponsor, Bankers Trust (Delaware), as Delaware Trustee and Lambert E. Althaver, Daniel L. Hittler and Michael A. Shope, as Regular Trustees. Incorporated by reference to Exhibit 4.11 to the Registration Statement. 2.3 Form of Preferred Security (included in Exhibit A-1 to Exhibit 2.2). 2.4 Form of Preferred Securities Guarantee Agreement between Walbro Corporation, as Guarantor, and Bankers Trust Company, as Guarantee Trustee with respect to the Preferred Securities of Walbro Capital Trust. Incorporated by reference to Exhibit 4.15 to the Registration Statement. 2.5 Form of Indenture between Walbro Corporation and Bankers Trust Company, as Indenture Trustee. Incorporated by reference to Exhibit 4.12 to the Registration Statement. 2.6 Form of Convertible Debenture (included in Exhibit A to Exhibit 2.5).
-2- 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereto duly authorized. Dated: January 7, 1997 WALBRO CORPORATION WALBRO CAPITAL TRUST By: /s/ Michael A. Shope By: /s/ Michael A. Shope -------------------- -------------------- Michael A. Shope Michael A. Shope Chief Financial Officer Regular Trustee and Treasurer -3- -----END PRIVACY-ENHANCED MESSAGE-----