- Securities Registration (section 12(b)) (8-A12B)
25 November 2009 - 12:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TORTOISE ENERGY CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
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Maryland
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20-2195432
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(State of incorporation or organization)
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(I.R.S. Employer Identification No.)
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11550 Ash Street, Suite 300, Leawood, Kansas
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66211
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which
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to be so registered
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each class is to be registered
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Mandatory Redeemable Preferred Shares,
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New York Stock Exchange
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$10.00 liquidation preference per share
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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.
þ
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.
o
Securities Act registration statement file number to which this form relates: 333-149315
Securities to be registered pursuant to Section 12(g) of the Act: Not Applicable
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants Securities to be Registered.
The description of the Registrants Mandatory Redeemable Preferred Shares, $10.00 liquidation
preference per share, registered hereunder is incorporated by reference from the description
thereof set forth under the captions Description of Mandatory Redeemable Preferred Shares and
Description of Capital Stock Preferred Stock in the Registration Statement on Form N-2
(Registration Nos. 333-149315 and 811-21725) filed by the Registrant with the Securities and
Exchange Commission, as amended, including any form of Prospectus filed pursuant to Rule 497 under
the Securities Act of 1933, as amended.
Item 2. Exhibits.
1. The Registrants Articles of Incorporation are hereby incorporated by reference to
Registrants Registration Statement on Form N-2, filed on March 8, 2005 (File Nos. 333-123180 and
811-21725).
2. The Registrants Articles of Amendment are hereby incorporated by reference to
Pre-Effective Amendment No. 1 to Registrants Registration Statement on Form N-2, filed on April
29, 2005 (File Nos. 333-123180 and 811-21725).
3. The Registrants Amended and Restated Bylaws are hereby incorporated by reference to
Post-Effective Amendment No. 4 to the Registrants Registration Statement on Form N-2, filed on
March 6, 2009 (File Nos. 333-149315 and 811-21725).
4. The Registrants form of common stock certificate is hereby incorporated by reference to
Registrants Registration Statement on Form N-2, filed on February 19, 2008 (File Nos. 333-149315
and 811-21725).
5. The Registrants Articles Supplementary are hereby incorporated by reference to
Post-Effective Amendment No. 7 to Registrants Registration Statement on Form N-2, filed on
November 25, 2009 (File Nos. 333-149315 and 811-21725).
6. The form of Moodys Rating Guidelines applicable to the Registrants Mandatory Redeemable
Preferred Shares are hereby incorporated by reference to Registrants Registration Statement on
Form N-2, filed on February 19, 2008 (File Nos. 333-149315 and 811-21725).
7. The form of Fitch Rating Guidelines applicable to the Registrants Mandatory Redeemable
Preferred Shares are hereby incorporated by reference to Post-Effective Amendment No. 7 to
Registrants Registration Statement on Form N-2, filed on November 25, 2009 (File Nos. 333-149315
and 811-21725).
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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.
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TORTOISE ENERGY CAPITAL CORPORATION
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By:
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/s/ Terry C. Matlack
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Terry C. Matlack
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Chief Financial Officer
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Date: November 25, 2009
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