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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
TD Waterhouse Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 13-4056516
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
100 Wall Street, New York, New York 10005
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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
Common Stock, par value $.01 per share The New York Stock Exchange, Inc.
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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. [ ]
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 statement file number to which this form relates:
333-76043 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT=S SECURITIES TO BE REGISTERED.
On June 17, 1999, the registrant filed with the Securities and Exchange
commission (the ACommission@) Amendment No. 2 to its Registration Statement on
Form S-1 (File No. 333-77521) with respect to its common stock, par value $.01
per share (the ACommon Stock@). The securities to be registered pursuant to this
Registration Statement on Form 8-A were described in the registration statement
referred to above under the caption ADescription of Capital Stock,@ and such
description is incorporated by reference herein in response to the information
required by this Item. Such description incorporated by reference herein shall
be filed with copies of the application filed with The New York Stock Exchange,
Inc. (ANYSE@).
ITEM 2. EXHIBITS.
The securities registered hereby are to be registered on an exchange on
which no other securities of the Registrant are registered. Therefore, the
following exhibits shall be filed with each copy of this Registration Statement
filed with NYSE, but have not been filed with, and are not incorporated by
reference in copies of this Registration Statement filed with the Commission:
1.1 Amendment No. 1 to the Registration Statement on Form S-1
(File No. 333-77521), as filed with the Commission on
June 7, 1999.
1.2 Amendment No. 2 to the Registration Statement on Form S-1
(File No. 333-77521), as filed with the Commission on
June 17, 1999.
3.1* Form of Amended and Restated Certificate of Incorporation of
the Registrant.
3.2* Form of Amended and Restated By-laws of the Registrant.
4.1* Specimen of a Common Stock certificate.
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* Included in Amendment No. 1 to the Registration Statement on Form S-1
(File No. 333-77521).
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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: June 17, 1999 TD WATERHOUSE GROUP, INC.
By: /s/ Richard H. Neiman
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Name: Richard H. Neiman
Title: Executive Vice President,
General Counsel and Secretary
