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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
J.G. WENTWORTH & COMPANY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 23-2927741
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(State of incorporation (IRS Employer
or organization) Identification No.)
The Graham Building
15th and Ranstead Streets,
10th Floor
Philadelphia, PA 19102
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(Address of principal executive offices) (Zip Code)
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:
Common Stock, par value $0.01 per share
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(Title of Class)
Page 1 of 3
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
A description of the Registrant's Common Stock, par value $0.01 per share,
set forth under the caption "Description of Capital Stock" beginning on page 66
of the Registrant's Registration Statement on Form S-1 (File No. 333-37891), as
amended, is hereby incorporated by reference.
Item 2. Exhibits.
Exhibit No. Description
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2.1 Certificate of Incorporation of J.G. Wentworth
& Company, Inc. (1)
2.2 Bylaws of J.G. Wentworth & Company, Inc. (1)
2.3 Specimen of Common Stock Certificate (2)
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(1) Previously filed as an Exhibit to the Registrant's Registration Statement
on Form S-1 (File No.333-37891), as amended, and incorporated herein by
reference.
(2) Filed herewith.
Page 2 of 3
<PAGE>
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.
J.G. WENTWORTH & COMPANY, INC.
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(Registrant)
Date: December 5, 1997 By: /s/ James J. O'Malley
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James J. O'Malley
Chief Financial Officer
Page 3 of 3
LOGO
JGWC
J.G. WENTWORTH & COMPANY, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
COMMON STOCK COMMON STOCK
CUSIP 466155 10 8
SEE REVERSE FOR
CERTAIN DEFINITIONS
THIS CERTIFIES THAT
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK OF $.01 PAR VALUE EACH
OF J.G. WENTWORTH & COMPANY, INC.
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this certificate duly endorsed or
assigned. This certificate and the shares represented hereby are subject to the
laws of the State of Delaware, and to the Certificate of Incorporation and
Bylaws of the Corporation, as now or hereafter amended. This certificate is not
valid until countersigned by the Transfer Agent.
WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated:
SEAL
(Signature) (Signature)
PRESIDENT SECRETARY
(Signature)
CHAIRMAN
COUNTERSIGNED:
ChaseMellon Shareholder Services, L.L.C.
TRANSFER AGENT
BY
AUTHORIZED SIGNATURE
<PAGE>
J. G. WENTWORTH & COMPANY, INC.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of
survivorship and not as tenants
in common
UNIF GIFT MIN ACT -- Custodian
(Cust) (Minor)
under Uniform Gifts to Minors
Act
(State)
Additional abbreviations may also be used though not in the above list. For
value received, hereby sell, assign and transfer unto PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR TYPEWRITE NAME
AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) shares of stock represented by the
within Certificate, and do hereby irrevocably constitute and appoint Attorney to
transfer the said stock on the books of the within named Corporation with full
power of substitution in the premises.
Dated
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION
OR ENLARGEMENT OR ANY CHANGE WHATEVER. SIGNATURE(S) GUARANTEED: THE SIGNATURE(S)
SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER, UPON REQUEST AND WITHOUT
CHARGE, A FULL STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF THE SHARES OF EACH CLASS AND
SERIES AUTHORIZED TO BE ISSUED, AND THE QUALIFICATIONS, LIMITATIONS OR
RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS SO FAR AS THE SAME HAVE BEEN
DETERMINED, AND OF THE AUTHORITY, IF ANY, OF THE BOARD TO DIVIDE THE SHARES INTO
CLASSES OR SERIES AND TO FIX AND DETERMINE SUCH RIGHTS AND PREFERENCES OF
SUBSEQUENT CLASSES OR SERIES. SUCH REQUEST SHOULD BE MADE TO THE SECRETARY OF
THE CORPORATION OR TO THE TRANSFER AGENT NAMED ON THIS CERTIFICATE.
KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR
DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO
THE ISSUANCE OF A REPLACEMENT CERTIFICATE.
