-----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, Eqe1uQAEg7bo57SUkKuTJo15gevKtyblJSFttQlKjzBiZI9h2e9CyN/giNkVmi7R ugaF0JGLly8PSdWWJ/9zxw== 0000898430-97-001142.txt : 19970326 0000898430-97-001142.hdr.sgml : 19970326 ACCESSION NUMBER: 0000898430-97-001142 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970325 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: HAWAIIAN ELECTRIC CO INC CENTRAL INDEX KEY: 0000046207 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 990040500 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-04955 FILM NUMBER: 97562328 BUSINESS ADDRESS: STREET 1: 900 RICHARDS ST CITY: HONOLULU STATE: HI ZIP: 96813 BUSINESS PHONE: 8085437771 MAIL ADDRESS: STREET 1: 900 RICHARDS STREET CITY: HONOLULU STATE: HI ZIP: 96813 FORMER COMPANY: FORMER CONFORMED NAME: HAWAIIAN ELECTRIC CO LTD DATE OF NAME CHANGE: 19670212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HECO CAPITAL TRUST I CENTRAL INDEX KEY: 0001030436 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-04955-01 FILM NUMBER: 97562329 BUSINESS ADDRESS: STREET 1: BANK OF NEW YORK STREET 2: WHITE CLAY CENTER ROUTE 273 CITY: NEWARK STATE: DE ZIP: 19711 BUSINESS PHONE: 8085435662 MAIL ADDRESS: STREET 1: BANK OF NEW YORK STREET 2: WHITE CLAY CENTER ROUTE 273 CITY: NEWARK STATE: DE ZIP: 19711 8-A12B 1 FORM 8-A 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 99-0040500 Company, Inc. (State of (I.R.S. Employer (Exact name of incorporation Identification registrant as or organization) No.) specified in its charter 900 Richards Street, Honolulu, Hawaii 96813 (Address of principal executive offices, including zip code) HECO Capital Delaware 55-6834193 Trust I (State of (I.R.S. Employer (Exact name of incorporation Identification registrant as or organization) No.) specified in its 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) 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 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 ------------------- ------------------------------ 8.05% Cumulative Quarterly New York Stock Exchange, Inc. Income Preferred Securities (QUIPS(SM)) of HECO Capital Trust I (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 the 8.05% Cumulative Quarterly Income Preferred Securities (the "QUIPS/SM/" or "Trust Preferred Securities"), representing preferred undivided beneficial ownership interests in the assets of HECO 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 Company, Inc., a Hawaii corporation, in favor of the holders of the Trust Preferred Securities (the "Trust Guarantee"). For a description of the Trust Preferred Securities and the Trust Guarantee, reference is made to the information set forth under the headings "Description of QUIPS" and "Description of Trust Guarantee" in the Registration Statement on Form S-3 (Registration Nos. 333-20757, 333-20757-01, 333-20757-02 and 333-20757-03) filed with the Securities and Exchange Commission (the "Commission") on January 30, 1997 under the Securities Act of 1933, as amended (the "Act"), and Amendment No. 1 and Amendment No. 2 thereto filed with the Commission on March 13, 1997 and March 20, 1997, respectively (such Registration Statement, as so amended, being hereinafter referred to as the "Registration Statement"), which description is incorporated herein by reference. Definitive copies of the prospectus describing the terms of the Trust Preferred Securities and the Trust Guarantee 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 as of December 31, 1996 of HECO Capital Trust I (incorporated herein by reference to Exhibit 4(a) to the Registration Statement). 2.2 Form of Amended and Restated Trust Agreement of HECO Capital Trust I (incorporated by reference to Exhibit 4(c) to the Registration Statement). 2.3 Form of Trust Guarantee Agreement between Hawaiian Electric Company, Inc., as guarantor, and The Bank of New York, as trust guarantee trustee (incorporated by reference to Exhibit 4(g) to the Registration Statement). 3 2.4 Form of HECO Junior Indenture with The Bank of New York, as trustee, in connection with the issuance of HECO Junior Subordinated Debentures ("QUIDS") to the Trust (incorporated by reference to Exhibit 4(d) to the Registration Statement). 2.5 Form of Subsidiary Junior Indenture with The Bank of New York, as trustee, to be used in connection with the issuance of the MECO QUIDS, the HELCO QUIDS and the Subsidiary Guarantees (incorporated by reference to Exhibit 4(h) to the Registration Statement). 2.6 Form of Trust Preferred Security (included in Exhibit 2.2 above). 4 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, thereunto duly authorized. HECO CAPITAL TRUST I Date: March 25, 1997 By Hawaiian Electric Company, Inc. as depositor By: /s/ Paul A. Oyer --------------------------- Name: Paul A. Oyer Title: Financial Vice President and Treasurer By: /s/ Marvin A. Hawthorne --------------------------- Name: Marvin A. Hawthorne Title: Assistant Treasurer HAWAIIAN ELECTRIC COMPANY, INC. as Trust Guarantor and Subsidiary Guarantor By: /s/ Paul A. Oyer --------------------------- Name: Paul A. Oyer Title: Financial Vice President and Treasurer By: /s/ Marvin A. Hawthorne --------------------------- Name: Marvin A. Hawthorne Title: Assistant Treasurer 5 -----END PRIVACY-ENHANCED MESSAGE-----