-----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, Q/nc0QHrLLJywB2YE5uzTleX6ohx7156ZHQrkAo1gJxCZtpPpUJ1fS1vtjfzw9zp w3nV79zEZnDpTTqUo0lgUQ== 0000914427-99-000205.txt : 19990505 0000914427-99-000205.hdr.sgml : 19990505 ACCESSION NUMBER: 0000914427-99-000205 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LITCHFIELD FINANCIAL CORP /MA CENTRAL INDEX KEY: 0000882515 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 043023928 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: SEC FILE NUMBER: 000-19822 FILM NUMBER: 99609533 BUSINESS ADDRESS: STREET 1: 430 MAIN STREET CITY: WILLIAMSTOWN STATE: MA ZIP: 05352 BUSINESS PHONE: 4134581000 MAIL ADDRESS: STREET 1: 430 MAIN STREET CITY: WILLIAMSTOWN STATE: MA ZIP: 05352 8-A12G 1 FORM 8-A FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 For Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 LITCHFIELD FINANCIAL CORPORATION LITCHFIELD CAPITAL TRUST I (Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charter) MASSACHUSETTS DELAWARE (State of incorporation or organization) (State of incorporation or organization) 04-3023928 APPLIED FOR (I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.) 430 W. MAIN STREET 430 W. MAIN STREET WILLIAMSTOWN, MA 01267 WILLIAMSTOWN, MA 01267 (Address of principal executive offices) (Address of principal executive offices)
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. |_| 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. |X| Securities Act registration statement file numbers to which this form relates: 333-76285 333-76285-01 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: __% Series A Trust Preferred Securities (Title of class) Guarantee of Litchfield Financial Corporation with respect to the __% Series A Trust Preferred Securities (Title of Class) INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF THE REGISTRANTS' SECURITIES TO BE REGISTERED The class of securities to be registered hereby is the __% Series A Trust Preferred Securities (the "Preferred Securities") issued by Litchfield Capital Trust I, a statutory business trust created under the laws of the State of Delaware ("Trust I"). The Preferred Securities represent preferred, undivided beneficial interests in the assets of Trust I, and are guaranteed by Litchfield Financial Corporation, a Massachusetts corporation ("Litchfield"), to the extent set forth in the Registration Statement on Form S-3 of Trust I, Litchfield and Litchfield Capital Trust II, a statutory business trust created under the laws of the State of Delaware ("Trust II") filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act") on April 14, 1999, as amended by Pre-Effective Amendment No. 1 thereto filed on April 28, 1999 (Registration Nos. 333-76285-01, 333-76285 and 333-76285-02, respectively) (the "Registration Statement"), under the captions "Description of the Preferred Securities," "Descriptions of the Preferred Securities Guarantees" and "Description of the Junior Subordinated Debt Securities" in the prospectus filed therewith, and under the captions "Description of the Preferred Securities," "Description of the Preferred Securities Guarantee," "Description of the Junior Subordinated Debentures" and "Relationship Between the Preferred Securities, the Junior Subordinated Debentures and the Preferred Securities Guarantee" in the prospectus supplement filed therewith, which descriptions are incorporated herein by reference. Any form of prospectus or prospectus supplement that includes such description that is subsequently filed by Litchfield, Trust I or Trust II as part of an amendment to the Registration Statement or otherwise pursuant to Rule 424(b) under the Securities Act is hereby incorporated by reference. This Form 8-A is being filed in connection with the listing of Preferred Securities on the Nasdaq National Market. ITEM 2. EXHIBITS Exhibit Number Document Description 4.1 Form of Junior Subordinated Indenture (the "Junior Subordinated Indenture") between the Company and The Bank of New York, as Trustee (1) 4.2.1 Declaration of Trust of Litchfield Capital Trust I (1) 4.3 Form of Amended and Restated Declaration of Trust (1) 4.4.1 Certificate of Trust of Litchfield Capital Trust I (1) 4.5 Form of Preferred Security (1) 4.6 Form of Supplemental Indenture to the Junior Subordinated Indenture (1) 4.7 Form of Junior Subordinated Debt Security (1) 4.8 Form of Preferred Securities Guarantee (1) (1) Incorporated by reference to Exhibits 4.1, 4.2.1, 4.3, 4.4.1, 4.5, 4.6, 4.7 and 4.8, respectively, to the Registration Statement. 2 SIGNATURE 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. LITCHFIELD FINANCIAL CORPORATION Dated: May 3, 1999 By: /s/Ronald E. Rabidou Ronald E. Rabidou Executive Vice President, Chief Financial Officer and Treasurer LITCHFIELD CAPITAL TRUST I Dated: May 3, 1999 By: /s/Ronald E. Rabidou Ronald E. Rabidou Regular Trustee 3 -----END PRIVACY-ENHANCED MESSAGE-----