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
BAYTEX ENERGY TRUST
(Exact name of registrant as specified in its charter)
ALBERTA, CANADA NOT APPLICABLE
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
SUITE 2200, 205 - 5TH AVENUE S.W.
CALGARY, ALBERTA, CANADA T2P 2V7
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(Address of principal executive offices) (Zip Code)
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. [X]
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. [_]
Securities Act registration file number to which this form relates (if
applicable): _______________________
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered each class is to be registered
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Trust Units New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This registration statement relates to the registration with the Securities
and Exchange Commission (the "Commission") of trust units (the "Trust Units"),
of Baytex Energy Trust, an open-ended unincorporated investment trust
established under the laws of the Province of Alberta, Canada (the "Trust," or
the "Registrant"). This registration statement is filed with the Commission in
connection with the listing of the Trust Units on the New York Stock Exchange,
Inc. (the "NYSE"). The Registrant expects trading of its Trust Units to begin
on the NYSE on March 10, 2006.
Pursuant to the Registrant's Amended and Restated Trust Indenture,
dated September 2, 2003, a copy of which has been filed as an exhibit hereto,
an unlimited number of Trust units may be created and issued. As of December
31, 2005, there were 69,283,369 Trust Units issued and outstanding. Each Trust
Unit entitles the holder or holders thereof (the "Unitholders") to one vote at
any meeting of the Unitholders and represents an equal fractional undivided
beneficial interest in any distribution from the Trust (whether of net income,
net realized capital gains or other amounts) and in any net assets of the
Trust in the event of termination or winding-up of the Trust. There are no
conversion, retraction, redemption or pre-emptive rights attaching to the
Trust Units. All Trust Units outstanding from time to time shall be entitled
to equal shares in any distributions by the Trust and, in the event of
termination or winding-up of the Trust, in the net assets of the Trust. All
Trust Units shall rank among themselves equally and ratably without
discrimination, preference or priority.
No Unitholder will be subject to any liability in connection with the
Trust or its obligations and affairs and, in the event that a court determines
Unitholders are subject to any such liabilities, the liabilities will be
enforceable only against, and will be satisfied only out of, the Trust's
assets. The Trust will indemnify and hold harmless each Unitholder from any
costs, damages, liabilities, expenses, charges and losses suffered by a
Unitholder resulting from or arising out of such Unitholder not having such
limited liability. Personal liability may however arise in respect of claims
against the Trust that do not arise under contracts, including claims in tort,
claims for taxes, and possibly other statutory liabilities.
Trust Units may be created, issued, sold and delivered on such terms
and conditions and at such times as the Trustees may determine. The Trust may
from time to time purchase for cancellation some or all of the Units in the
market, by private agreement or upon any recognized stock exchange on which
such Units are traded or pursuant to tenders received by the Trust, provided
in each case that the Trustees have determined that such purchases are in the
best interests of the Trust.
It is in the best interest of the Unitholders that the Trust qualify
as a "unit trust" and a "mutual fund trust" under the INCOME TAX ACT (Revised
Statutes of Canada 1985, Chapter 1 (5th Supplement)) and the INCOME TAX
REGULATIONS as amended from time to time (together, the "Tax Act").
Accordingly, if determined necessary or desirable by the trustees, the Trust
may,
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from time to time, among other things, take all necessary steps to monitor the
Trust and ownership of the Trust Units. If at any time the Trust or trustees
become aware that the activities of the Trust and/or ownership of the Trust
Units by Non-Residents (defined as non-residents of Canada within the meaning
of the Tax Act) may threaten the status of the Trust under the Tax Act, the
Trust is authorized to take such action as may be necessary in the opinion of
the trustees to maintain the status of the Trust as a "unit trust" or a
"mutual fund trust". This includes, without limitation, the imposition of
restrictions on the issuance by the Trust of Trust Units, or the transfer by
any Unitholder of Trust Units, to a non-resident.
In addition to the foregoing, if determined appropriate by the Trust,
the transfer agent of Trust Units may establish operating procedures for, and
maintain, a reservation system which may limit the number of Trust Units that
non-residents may hold, and may limit the transfer of the legal or beneficial
interest in any Trust Units to non-Residents unless selected through a process
determined appropriate by the Trust. Such operating procedures may, among
other things, provide that any transfer of a legal or beneficial interest in
any Trust Units contrary to the provisions of such reservation system may not
be recognized by the Trust.
The Unitholders may vote by Special Resolution to terminate the Trust
at any meeting of the Unitholders duly called for that purpose, following
which the Trustees shall commence to wind-up the affairs of the Trust, and
shall thereafter be restricted to only such activities.
ITEM 2. EXHIBITS.
The following exhibits are filed as part of this Registration Statement on
Form 8-A:
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Exhibit No. Description
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1 Amended and Restated Trust Indenture,
Baytex Energy Trust
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Date: February 24, 2006
BAYTEX ENERGY TRUST
By: /s/ Derek Aylesworth
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Name: W. Derek Aylesworth
Title: Chief Financial Officer