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 AND EXCHANGE ACT OF 1934
FFP MARKETING COMPANY, INC.
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(Exact name of registrant as specified in its charter)
Texas 75-2735779
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(State of incorporation or (IRS Employer
organization) Identification No.)
2801 Glenda Avenue
Fort Worth, TX 75243
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(Address of principal executive offices) (Zip Code)
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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Common Stock American Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Title of Class
CORPDAL:94907.1 12013-00014
1
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Common Stock, par value $.01 per share, of FFP
Marketing Company, Inc. (the "Registrant") to be registered hereunder is set
forth under the caption "Description of Securities --The Marketing Company" in
the Prospectus (the "Prospectus") included in the Registration Statement on Form
S-4 (Commission File No. 333-41709) initially filed by the Registrant with the
Securities and Exchange Commission (the "Commission") on December 8, 1997 (the
"Registration Statement"), and amended by Amendment Number One to the
Registration Statement filed by the Registrant with the Commission on December
10, 1997 (the "Amendment"). The Registration Statement and the Amendment,
including the Prospectus, are incorporated herein by reference.
ITEM 2. EXHIBITS
I.
1. Articles of Incorporation of the Registrant, as amended
(filed as Exhibit 3.1 to the Registration Statement).
2. Bylaws of the Registrant (filed as Exhibit 3.2 to the
Registration Statement).
3. Form of specimen stock certificate for shares of Common
Stock.
II. Not applicable
CORPDAL:94907.1 12013-00014
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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, thereunto duly authorized.
Dated as of December 16, 1997.
FFP MARKETING COMPANY, INC.
By: /s/ Steven B. Hawkins
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Name: Steven B. Hawkins
Title: Vice President-Finance and
Administration
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EXHIBIT INDEX
EXHIBIT SEQUENTIALLY
NO. EXHIBIT DESCRIPTION NUMBERED PAGE
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1. Articles of Incorporation of the Registrant, as amended 2
(filed as Exhibit 3.1 to the Registration Statement).
2. Bylaws of the Registrant (filed as Exhibit 3.2 to 2
the Registration Statement).
3. Form of specimen stock certificate for shares of Common Stock. 5
CORPDAL:94907.1 12013-00014
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EXHIBIT 3
FORM OF SPECIMEN STOCK CERTIFICATE FOR SHARES OF COMMON STOCK
CORPDAL:94907.1 12013-00014
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NUMBER SHARES
C INCOPORATED UNDER THE LAWS OF THE STATE OF TEXAS
FFP MARKETING COMPANY, INC. SEE REVERSE SIDE FOR
CERTAIN DEFINITIONS
AND LIMITATIONS
CUSIP 30243M 10 5
This Certifies that
Is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0.01 PAR VALUE, OF
FFP MARKETING COMPANY, INC.
transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this certificate properly endorsed. This certificate
and the shares represented hereby are issued and shall be held subject to all of
the provisions of the Articles of Incorporation of the Corporation and all
amendments thereto.
This Certificate is not valid unless countersigned by the Transfer
Agent and registered by the Registrar. Witness the facsimile seal of
the Corporation an dthe facsimile signatures of its duly authorized
officers.
Dated
President Countersigned and Registered
/s/ Robert J. Byrne ChaseMellon Shareholder Services, L.L.C.
(Dallas, Texas) Transfer Agent
and Registrar
By
Secretary Authorized Signature
/s/ Steven B. Hawkins
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FFP MARKETING COMPANY, INC.
NO SHAREHOLDER HAS ANY PREEMPTIVE RIGHT TO ACQUIRE ANY UNISSUED OR TREASURY
SECURITIES OF THE CORPORATION, A COMPLETE STATEMENT OF THE DENIAL OF PREEMPTIVE
RIGHTS IS SET FORTH IN SECTION 10 OF THE CORPORATION'S ARTICLES OF INCORPORATION
(THE "ARTICLES OF INCORPORATION"), ON FILE IN THE OFFICE OF THE SECRETARY OF
TSTATE OF THE STATE OF TEXAS. THE CORPORATION WILL FURNISH A COPY OF THE
ARTICLES OF INCORPORATION TO THE RECORD HOLDER OF THIS CERTIFICATE, WITHOUT
CHARGE, ON WRITTEN REQUEST TOT HE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS
OR REGISTERED OFFICE.
THE ARTICLES OF INCORPORATION OF THE CORPORATION AUTHORIZED THE CORPORATION
TO ISSUE SHARES OF MORE THAN ONE CLASS OF STOCK. THE CORPORATION WILL FURNISH A
FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS
OF THE SHARES OF EACH CLASS AUTHORIZED TO BE ISSUED TO THE RECORD HOLDER OF THIS
CERTIFICATE WITHOUT CHARGE, UPON WRITTEN REQUEST TO THE CORPORATION AT ITS
PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE.
The following abbreviations, when used in the inspection on the fact 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 UNIF GIFT MIN ACT- CUSTODIAN
TEN ENT - as tenants by the ------- -----------
entireties (Cust) (Minor)
JT TEN - as joint tenants Under Uniform Gifts to
with right of Minors Act
survivorship and ---------------
not as tenants In (State)
common
Additional abbreviations may also be used through
not in the above list.
FOR VALUE RECEIVED hereby sell, assign and
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PLEASE INSERT SOCIAL SECURITY OR OTHER
TAX IDENTIFYING NUMBER OF ASSIGNEE
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
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------------------------------------------------------------------- Shares
of the Common Stock represented by the within Certificate and do hereby
irrevocably constitute and appoint
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Attorney to transfer the said shares on the books of the within-named
Corporation with full power of substitution in the premises.
Dated
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THE SIGNATURES TO THIS ASSIGNMENT X
MUST CORRESPOND WITH THE NAME(S) -------------------------------------------
AS WRITTEN ON THE FACE OF THE (Signature)
CERTIFICATE IN EVERY PARTICULAR
WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE X
WHATEVER. --------------------------------------------
(Signature)
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN "ELIGIBLE GUARANTOR
INSTITUTION" AS DEFINED IN RULE 17AB-1B UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.
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SIGNATURE(S) GUARANTEED BY:
