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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
Federated Investors, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1111467
(State of incorporation or organization) (I.R.S. employer
identification no.)
Federated Investors Tower
Pittsburgh, Pennsylvania 15222
(Address of principal executive offices) (Zip code)
If this form relates to the registration If this form relates to the regis-
of a class of debt securities and is tration of a class of debt
effective upon filing pursuant to securities and is to become
General Instruction A(c)(1) please check effective simultaneously with
the following box. [_] the effectiveness of a concurrent
registration statement 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
to be so registered which each class is to be registered
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Class B Common Stock, no par value New York Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
Page 1 of 4 pages.
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 2. Description of Securities to be Registered
This Registration Statement on Form 8-A relates to 95,694,000 shares of the
Class B Common Stock, no par value per share ("Class B Common Stock"), of
Federated Investors, Inc. (the "Registrant"), including: (i) the 83,427,000
shares of Class B Common Stock which will be issued and outstanding upon the
consummation of the merger of Federated Investors, a Delaware business trust
(the "Trust") into the Registrant, its wholly owned subsidiary, pursuant to the
terms of the Agreement and Plan of Merger, dated as of February 20, 1998,
between the Trust and the Registrant; (ii) up to 3,000,000 newly issued shares
of Class B Common Stock which will be issued in connection with an initial
public offering (the "Offering") made pursuant to a purchase agreement (the
"U.S. Purchase Agreement") among the Registrant, the Selling Shareholders, and
certain underwriters, including Merrill Lynch, Pierce, Fenner & Smith
Incorporated, PaineWebber Incorporated and Smith Barney Inc., (the "U.S.
Underwriters") and pursuant to a purchase agreement (the "International Purchase
Agreement") among the Registrant, the Selling Shareholders, and certain
underwriters, including Merrill Lynch International, PaineWebber International
(U.K.) Ltd. and Smith Barney Inc. (the "International Underwriters"); and (iii)
9,267,000 shares of Class B Common Stock which are reserved for issuance
pursuant to the Registrant's Stock Incentive Plan. A maximum of 13,500,000
shares may be issued pursuant to the terms of the Registrant's Stock Incentive
Plan. As of April 21, 1998 (after giving effect to the stock dividends paid on
April 15, 1998 and April 30, 1998), 4,233,000 restricted shares of Class B
Common Stock were issued and outstanding under the Stock Incentive Plan, and
stock options relating to 4,275,600 shares of Class B Common Stock were
outstanding under the Stock Incentive Plan. The remaining 4,991,400 shares
reserved under the Stock Incentive Plan were neither issued nor subject to any
outstanding stock options.
The information required by this Item regarding a description of the Class
B Common Stock is incorporated by reference to the discussion under the caption
"Description of Securities" in the Prospectus ("Prospectus") forming part of the
Registration Statement of the Registrant on Form S-1 (No. 333-48405), as
amended, as filed under the Securities Act of 1933 pursuant to Rule 424(b).
Information regarding the Stock Incentive Plan is incorporated by reference to
the discussion under the captions "Management - Compensation Pursuant to Plans -
Stock Incentive Plan" and "Shares Subject to Stock Incentive Plan" in the
Prospectus. Such Prospectus shall be deemed to be incorporated by reference
herein.
Item 2. Exhibits.
All exhibits required under Instruction II to Item 2 will be supplied to
the New York Stock Exchange.
2
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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.
Federated Investors, Inc.
By: /s/ J. Christopher Donahue
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Name: J. Christopher Donahue
Title: President and Chief Executive Officer
Date: May 11, 1998
