-----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, An2Ww9hL8vT613B5G4fdfs3HZRZhFCxflKa5OeAsloUGXggFYAET02HwtPk2mwE7 bY0BZcrO+zydHKa2JoeO3A== 0000898430-97-000294.txt : 19970203 0000898430-97-000294.hdr.sgml : 19970203 ACCESSION NUMBER: 0000898430-97-000294 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970131 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAWAIIAN ELECTRIC INDUSTRIES INC CENTRAL INDEX KEY: 0000354707 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 990208097 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-08503 FILM NUMBER: 97514963 BUSINESS ADDRESS: STREET 1: 900 RICHARDS ST CITY: HONOLULU STATE: HI ZIP: 96813 BUSINESS PHONE: 8085435662 MAIL ADDRESS: STREET 1: 900 RICHARDS STREET CITY: HONOLULU STATE: HI ZIP: 96813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAWAIIAN ELECTRIC INDUSTRIES CAPITAL TRUST I CENTRAL INDEX KEY: 0001029528 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 526829385 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-08503-01 FILM NUMBER: 97514964 BUSINESS ADDRESS: STREET 1: 900 RICHARDS ST CITY: HONOLULU STATE: HI ZIP: 96813 BUSINESS PHONE: 8085435662 MAIL ADDRESS: STREET 1: PO BOX 730 CITY: HONOLULU STATE: HI ZIP: 96808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEI PREFERRED FUNDING L P CENTRAL INDEX KEY: 0001029534 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 522007237 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-08503-02 FILM NUMBER: 97514965 BUSINESS ADDRESS: STREET 1: 900 RICHARDS ST CITY: HONOLULU STATE: HI ZIP: 96813 BUSINESS PHONE: 8085435662 MAIL ADDRESS: STREET 1: 900 RICHARDS STREET CITY: HONOLULU STATE: HI ZIP: 96813 8-A12B 1 FORM 8-A DATED 01/31/97 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 Hawaiian Electric Hawaii 99-0208097 Industries, Inc. (State of incorporation (I.R.S. Employer (Exact name of registrant or organization) Identification No.) as specified in its charter) 900 Richards Street, Honolulu, Hawaii 96813 (Address of principal executive offices, including zip code) Hawaiian Electric Industries Delaware 52-6829385 Capital Trust I (State of (I.R.S. Employer (Exact name of registrant incorporation or Identification No.) as specified in its organization) certificate of trust) c/o The Bank of New York, 101 Barclay Street, 21st Floor, New York, N.Y. 10286 Attention: Corporate Trust Trustee Administration (Address of principal executive offices, including zip code) HEI Preferred Funding, LP Delaware 52-2007237 (Exact name of registrant (State of (I.R.S. Employer as specified in its incorporation or Identification No.) certificate of limited organization) partnership, as amended) c/o Hycap Management, Inc. 300 Delaware Avenue, Suite 1704, Wilmington, Del. 19801 (Address of principal executive offices, including zip code) ______________ 1 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(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------- ------------------------------ 8.36% Trust Originated Preferred New York Stock Exchange, Inc. Securities of Hawaiian Electric Industries Capital Trust I (and the Guarantee with respect thereto) 8.36% Partnership Preferred Securities of New York Stock Exchange, Inc. HEI Preferred Funding, LP (and the Guarantee with respect thereto) Securities to be registered pursuant to Section 12(g) of the Act: None 2 INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANTS' SECURITIES TO BE REGISTERED. The class of securities to be registered hereby consist of (i) the 8.36% Trust Originated Preferred Securities-SM- (the "TOPrS-SM-" or "Trust Preferred Securities"), representing preferred undivided beneficial ownership interests in the assets of Hawaiian Electric Industries Capital Trust I, a statutory business trust formed under the laws of the State of Delaware (the "Trust"), together with the Trust Preferred Securities Guarantee by Hawaiian Electric Industries, Inc., a Hawaii corporation, in favor of the holders of the Trust Preferred Securities, and (ii) the 8.36% Partnership Preferred Securities (the "Partnership Preferred Securities"), representing the limited partner interests in HEI Preferred Funding, LP, a Delaware limited partnership (the "Partnership"), together with the Partnership Preferred Securities Guarantee by Hawaiian Electric Industries, Inc., a Hawaii corporation, in favor of the holders of the Partnership Preferred Securities. 3 For a description of the Trust Preferred Securities and related Trust Preferred Securities Guarantee, reference is made to the information set forth under the headings "Description of the Trust Preferred Securities", "Description of the Trust Guarantees", "Supplemental Description of the Trust Preferred Securities" and "Supplemental Description of the Trust Guarantee" in the Registration Statement on Form S-3 (Registration Nos. 333-18809, 333-18809-01, 333-18809-02, 333-18809-03 and 333-18809-04) filed with the Securities and Exchange Commission (the "Commission") on December 24, 1996 under the Securities Act of 1933, as amended (the "Act"), and Amendment No. 1 thereto filed with the Commission on January 24, 1997 (such Registration Statement, as so amended, being hereinafter referred to as the "Registration Statement"), which description is incorporated herein by reference. For a description of the Partnership Preferred Securities and related Partnership Preferred Securities Guarantee, reference is made to the information set forth under the headings "Description of the Partnership Preferred Securities", "Description of the Partnership Guarantee", "Supplemental Description of the Partnership Preferred Securities" and "Supplemental Description of the Partnership Guarantee" in the Registration Statement, which description is incorporated herein by reference. Definitive copies of the prospectus describing the terms of the Trust Preferred Securities and Partnership Preferred Securities and their respective Guarantees will be filed pursuant to Rule 424(b) under the Act and shall be deemed to be incorporated herein by reference. ITEM 2. EXHIBITS. 2.1 Certificate of Trust dated December 19, 1996 of Hawaiian Electric Industries Capital Trust I (incorporated herein by reference to Exhibit 4(a)(i) to the Registration Statement). 2.2 Form of Amended and Restated Trust Agreement of Hawaiian Electric Industries Capital Trust I (incorporated by reference to Exhibit 4(f) to the Registration Statement). 2.3 Amended and Restated Certificate of Limited Partnership dated as of January 23, 1997 of HEI Preferred Funding, LP (incorporated by reference to Exhibit 4(c) to the Registration Statement). 2.4 Form of Amended and Restated Agreement of Limited Partnership of HEI Preferred Funding, LP (incorporated by reference to Exhibit 4(e) to the Registration Statement). 2.5 Form of Trust Preferred Securities Guarantee Agreement between Hawaiian Electric Industries, Inc. and The Bank of New York, as guarantee trustee (incorporated by reference to Exhibit 4(o) to the Registration Statement). 2.6 Form of Partnership Preferred Securities Guarantee Agreement between Hawaiian Electric Industries, Inc. and The Bank of New York, as guarantee trustee (incorporated by reference to Exhibit 4(p) to the Registration Statement). 4 2.7 Form of Junior Indenture between Hawaiian Electric Industries, Inc. and The Bank of New York, as trustee (incorporated by reference to Exhibit 4(i) to the Registration Statement). 2.8 Form of Officers' Certificate to be used in connection with the issuance by Hawaiian Electric Industries, Inc. of Junior Subordinated Debentures (incorporated by reference to Exhibit 4(l) to the Registration Statement). 2.9 Form of Affiliate Investment Instruments Guarantee Agreement between Hawaiian Electric Industries, Inc. and The Bank of New York, as guarantee trustee (incorporated by reference to Exhibit 4(q) to the Registration Statement). 2.10 Form of Trust Preferred Security (included in Exhibit 2.2 above). 2.11 Form of Partnership Preferred Security (included in Exhibit 2.4 above). 2.12 Form of Junior Subordinated Debenture (included in Exhibit 2.8 above). 5 SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereto duly authorized. HAWAIIAN ELECTRIC INDUSTRIES CAPITAL TRUST I Date: January 31, 1997 By Hawaiian Electric Industries, Inc., as sponsor By: /s/ Robert F. Mougeot ----------------------------------- Name: Robert F. Mougeot Title: Financial Vice President and Chief Financial Officer By: /s/ Constance H. Lau ----------------------------------- Name: Constance H. Lau Title: Treasurer HEI PREFERRED FUNDING, LP By: HYCAP MANAGEMENT, INC. as General Partner By: /s/ Robert F. Clarke ------------------------------------ Name: Robert F. Clarke Title: President By: /s/ Betty Ann M. Splinter ----------------------------------- Name: Betty Ann M. Splinter Title: Secretary HAWAIIAN ELECTRIC INDUSTRIES, INC. By: /s/ Robert F. Mougeot ----------------------------------- Name: Robert F. Mougeot Title: Financial Vice President & Chief Financial Officer By: /s/ Constance H. Lau ----------------------------------- Name: Constance H. Lau Title: Treasurer 6 -----END PRIVACY-ENHANCED MESSAGE-----