-----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, GHrS7sQBQYLe/ruHw5dsEuunyD8nb94K10kI5viyH2h/XPj07hoAOu22MNpZcaAr HmaYgpO+0bvpgTmAn5bIoQ== 0000950116-99-001427.txt : 19990730 0000950116-99-001427.hdr.sgml : 19990730 ACCESSION NUMBER: 0000950116-99-001427 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERITRANS CAPITAL CORP CENTRAL INDEX KEY: 0001064015 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 522102424 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: SEC FILE NUMBER: 000-26879 FILM NUMBER: 99672776 BUSINESS ADDRESS: STREET 1: 747 THIRD AVENUE STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2123552449 MAIL ADDRESS: STREET 1: 747 THIRD AVENUE STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 8-A12G 1 8-A12G 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 AMERITRANS CAPITAL CORPORATION --------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 52-2102424 ----------------------- ------------------- (State of Incorporation (I.R.S. Employer or organization) Identification No.) 747 Third Avenue, 4th Floor, New York, New York 10017 ---------------------------------------------------------- (Address of principal executive offices) 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: Common Stock, $.0001 par value ------------------------------ (Title of Class) INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. Description of Registrant's Securities to be Registered. The authorized capital stock of Ameritrans Capital Corporation (the "Company" or "Ameritrans") consists of 5,000,000 shares, $.0001 par value, of common stock (the "Common Stock"), of which one (1) share is currently issued and outstanding, and 1,000,000 shares of "blank check" preferred stock (the "Preferred Stock"), none of which are issued and outstanding. On September 22, 1998, the Company filed a Registration Statement on Form N-14 (File No. 333-63951), relating to a proposed one-for-one share exchange with the shareholders of Elk Associates Funding Corporation ("Elk") in which the Elk shareholders would receive shares of Ameritrans and Elk would become a wholly-owned subsidiary of Ameritrans. As of June 30, 1999, there were 1,745,600 shares of Elk common stock issued and outstanding and approximately 274 holders of record of Elk common stock. Common Stock The holders of Common Stock are entitled to one (1) vote per share on all matters submitted to a vote of stockholders. Holders of Common Stock have neither cumulative voting rights (which means that the holders of a majority of the outstanding shares of Common Stock may elect all of the directors) nor any preemptive rights. Holders of Common Stock are entitled to receive ratably such dividends as may be declared by the Board of Directors out of funds legally available therefor. In order to qualify as a "regulated investment company" under the Internal Revenue Code, the Company is required to distribute as dividends to its stockholders, for each fiscal year, at least 90% of its taxable income and 90% of the excess of its tax-exempt income over certain disallowed deductions. In addition, in order to avoid a non-deductible 4% excise tax on any undistributed income, the Company is required to distribute as dividends, within each calendar year, at least 98% of its ordinary income for such calendar year and 98% of its capital gain net income for the one-year period ending on October 31 of such calendar year. In the event of a liquidation, dissolution or winding up of Ameritrans, holders of Common Stock will be entitled to receive a ratable portion of the assets of Ameritrans remaining after provision for payment of creditors. All of the outstanding shares of Common Stock are fully paid and non-assessable. ITEM 2. Exhibits Exhibit No. Description a. Certificate of Incorporation* b. By-laws* - ------------------------------------ * Incorporated by reference from the Registrant's Registration Statement on Form N-14 (File No. 333-63951), initially filed September 22, 1998. ELK\ACC8A.v1 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. Ameritrans Capital Corporation By: /s/ Gary C. Granoff -------------------------------- Gary C. Granoff, President Dated: July 28, 1999 -2- -----END PRIVACY-ENHANCED MESSAGE-----