-----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, GOCCor1wqwMks8eoalRq5Kpvb1BOPDy8sHiQlRnkyByQQdahmn5moRpOxgPgKpQ4 Za3tbCQSq3z2qBCdQx3GeA== 0000895345-96-000274.txt : 19961018 0000895345-96-000274.hdr.sgml : 19961018 ACCESSION NUMBER: 0000895345-96-000274 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961017 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COUNTRYWIDE CAPITAL I CENTRAL INDEX KEY: 0001024784 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-12331 FILM NUMBER: 96644897 BUSINESS ADDRESS: STREET 1: C/O THE BANK OF NEW YORK /DE/ STREET 2: 400 WHITE CLAY CENTER ROUTE 273 CITY: NEWARK STATE: DE ZIP: 19711 BUSINESS PHONE: 8183048400 MAIL ADDRESS: STREET 1: C/O COUNTRYWIDE CREDIT INDUSTRIES INC STREET 2: 155 NORTH LAKE AVENUE CITY: PASADENA STATE: CA ZIP: 91101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COUNTRYWIDE CREDIT INDUSTRIES INC CENTRAL INDEX KEY: 0000025191 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 132641992 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-12331-01 FILM NUMBER: 96644898 BUSINESS ADDRESS: STREET 1: 155 NORTH LAKE AVE CITY: PASADENA STATE: CA ZIP: 91101-1857 BUSINESS PHONE: 8183048400 8-A12B 1 As filed with the Securities and Exchange Commission on October 17, 1996 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 COUNTRYWIDE CAPITAL I - ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware Applied For - ----------------------------------------------------------------- (State of incorporation or (I.R.S. Employer organization) Identification No.) c/o Countrywide Credit Industries, Inc. 155 North Lake Avenue 91101 Pasadena, California - ----------------------------------------------------------------- (Address of principal executive (Zip Code) offices) COUNTRYWIDE CREDIT INDUSTRIES, INC. - ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 13-2641992 - ----------------------------------------------------------------- (State of incorporation or (I.R.S. Employer organization) Identification No.) 155 North Lake Avenue Pasadena, California 91101 - ----------------------------------------------------------------- (Address of principal executive (Zip Code) offices) Securities to be registered pursuant to Section 12(b) of the Act: Name of each exchange on Title of each class which each class is to to be so registered be registered ------------------- ------------------------- Countrywide Capital I New York Stock Exchange __% Cumulative Trust Originated Preferred Securities (and the Guarantee by Countrywide Credit Industries, Inc. with respect thereto) - ----------------------------------------------------------------- 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: None - ----------------------------------------------------------------- (Title of class) Exhibit Index Located at Page 2 Item 1. Description of the Registrants' Securities to be Registered. ------------------------------------------------ The __% Cumulative Trust Originated Preferred Securities (the "Preferred Securities") of Countrywide Capital I, a statutory business trust created under the laws of Delaware, registered hereby represent undivided beneficial interests in the assets of Countrywide Capital I and are guaranteed (the "Guarantee") as to distributions and other payments by Countrywide Credit Industries, Inc., a Delaware corporation ("Countrywide," and together with Countrywide Capital I, the "Registrants"), to the extent set forth in the form of Preferred Securities Guarantee by Countrywide in favor of The Bank of New York, as Preferred Securities Guarantee Trustee, for the benefit of the holders of Preferred Securities, which is incorporated herein by reference to Exhibit 4.10 to the Registration Statement on Form S-3 (Registration Nos. 333-14111, 333-14111-01, 333-14111- 02 and 333-14111-03) (the "Registration Statement") of the Registrants, Countrywide Capital II and Countrywide Home Loans, Inc. ("CHL"), filed with the Securities and Exchange Commission (the "Commission") on October 15, 1996. The particular terms of the Preferred Securities and the Guarantee are described in the preliminary prospectus and preliminary prospectus supplement (collectively, the "Prospectus") which forms a part of the Registration Statement. The Prospectus and the form of Guarantee are incorporated by reference herein as set forth in Item 2 below. Such Prospectus, as may hereafter be amended and filed as part of an amendment to the Registration Statement or otherwise pursuant to Rule 424(b) under the Securities Act of 1933, as amended, is hereby incorporated by reference. Item 2. Exhibits. -------- The securities described herein are to be registered on the New York Stock Exchange (the "NYSE"), on which no other securities of Countrywide Capital I are registered. Countrywide's Common Stock, par value $.05 per share, is listed on the New York Stock Exchange. Accordingly, except as otherwise indicated, the following exhibits required in accordance with Part II to the Instructions as to exhibits on Form 8-A have been or will be duly filed with the New York Stock Exchange. 1. Preliminary Prospectus and Preliminary Prospectus Supplement pertaining to the offer and sale of the Preferred Securities, which forms a part of, and is incorporated by reference to, the Registration Statement. 2. Certificate of Trust of Countrywide Capital I (incorporated by reference to Exhibit 4.1 to the Registration Statement). 3. Form of Amended and Restated Declaration of Trust for Countrywide Capital I (incorporated by reference to Exhibit 4.5 to the Registration Statement). 4. Form of Preferred Security (incorporated by reference to Exhibit 4.8 to the Registration Statement). 5. Form of Preferred Securities Guarantee between Countrywide, as Guarantor, and The Bank of New York, as Preferred Securities Guarantee Trustee (incorporated by reference to Exhibit 4.10 to the Registration Statement). 6. Form of Indenture among CHL, Countrywide and The Bank of New York, as Debt Securities Trustee (incorporated by reference to Exhibit 4.6 to the Registration Statement). 7. Form of First Supplemental Indenture among CHL, Countrywide and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.7 to the Registration Statement). 8. Form of Junior Subordinated Deferrable Interest Debenture (incorporated by reference to Exhibit 4.9 to the Registration Statement). SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. Date: October 17, 1996 COUNTRYWIDE CAPITAL I By: Countrywide Credit Industries, Inc., as Sponsor By: /s/Eric P. Sieracki ----------------------------- Name: Eric P. Sieracki Title: Managing Director, Corporate Finance and Investor Relations SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized. Date: October 17, 1996 COUNTRYWIDE CREDIT INDUSTRIES, INC. By: /s/Eric P. Sieracki ----------------------------- Name: Eric P. Sieracki Title: Managing Director, Corporate Finance and Investor Relations -----END PRIVACY-ENHANCED MESSAGE-----