8-A12B: Registration of securities [Section 12(b)]
Published on
As filed with the Securities and Exchange Commission on November 2, 2001
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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PRUDENTIAL FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
New Jersey 22-3703799
(State of incorporation or (I.R.S. Employer
organization) Identification No.)
PRUDENTIAL FINANCIAL CAPITAL TRUST I
(Exact name of registrant as specified in its charter)
Delaware 22-6899432
(State of incorporation (I.R.S. Employee Identification
or organization) Number)
751 Broad Street, Newark, New Jersey 07102
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A(c), check the Instruction A(d), check the
following box.|X| following box.|_|
Securities Act registration statement file number to which this form relates:
333-70888 and 333-7088-01
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
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Equity Security Units New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
A description of the equity security units of Prudential
Financial, Inc. and Prudential Financial Capital Trust I (the "Registrants")
will be contained in a prospectus, constituting part of the Registrants'
Registration Statement on Form S-1 (File Nos. 333-70888 and 333-70888-01) (the
"Registration Statement") relating to the equity security units, to be filed
pursuant to Rule 424(b) under the Securities Act of 1933, as amended (such
prospectus as filed pursuant to Rule 424(b), the "Prospectus"). The description
of the Securities contained in the Prospectus is hereby incorporated by
reference into this Form 8-A. Copies of such description will be filed with the
New York Stock Exchange, Inc.
Item 2. Exhibits.
The following exhibits are filed herewith (or incorporated by reference as
indicated below):
Exhibit No. Description
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(1) Form of Amended and Restated Certificate of Incorporation of
Prudential Financial, Inc.*
(2) Form of By-laws of Prudential Financial, Inc.*
(3) Form of Indenture between Prudential Financial, Inc. and the
Chase Manhattan Bank, as trustee, relating to the debt
securities.*
(4) Form of First Supplemental Indenture between Prudential
Financial, Inc. and the Chase Manhattan Bank, as trustee,
relating to the Debentures.*
(5) Certificate of Trust of Prudential Financial Capital Trust I.*
(6) Declaration of Trust of Prudential Financial Capital Trust I.*
(7) Form of Amended and Restated Declaration of Trust of
Prudential Financial Capital Trust I.*
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*Filed as an exhibit to the Registrants' Registration Statement on Form
S-1 (Registration Nos. 333-70888 and 333-70888-01) and incorporated herein by
reference.
(8) Form of Capital Securities Guarantee Agreement for Prudential
Financial Capital Trust I.*
(9) Form of Capital Security Certificate of Prudential Financial
Capital Trust I (included in Exhibit 7).*
(10) Form of Purchase Contract Agreement.*
(11) Form of Common Securities Guarantee Agreement.*
(12) Form of Pledge Agreement.*
(13) Form of Debenture (included in Exhibit 4).*
(14) Form of Normal Unit (included in Exhibit 10).*
(15) Form of Stripped Unit (included in Exhibit 10).*
(16) Form of certificate for the Common Stock of Prudential
Financial, Inc. (incorporated by reference to Exhibit 4.1 to
Prudential Financial, Inc.'s Registration Statement on Form
S-1 (No. 333-58524)).
(17) Shareholder Rights Plan.*
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*Filed as an exhibit to the Registrants' Registration Statement on Form
S-1 (Registration Nos. 333-70888 and 333-70888-01) and incorporated herein by
reference.
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.
PRUDENTIAL FINANCIAL, INC.
By: /s/ C. Edward Chaplin
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Name: C. Edward Chaplin
Title: Senior Vice President & Treasurer
PRUDENTIAL FINANCIAL CAPITAL TRUST I
By: Prudential Financial, Inc., as Sponsor
By: /s/ C. Edward Chaplin
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Name: C. Edward Chaplin
Title: Senior Vice President & Treasurer
Date: November 2, 2001