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
FOREMOST CORPORATION OF AMERICA
(Exact name of registrant as specified in its charter)
DELAWARE NO. 38-1863522
(State of incorporation or organization) (IRS Employer
Identification No.)
5600 BEECH TREE LANE
CALEDONIA, MICHIGAN 49316
Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
<S> <C> <C>
Common stock, $1.00 par value New York Stock Exchange
together with attached Rights
to purchase Common Stock,
$1.00 par value
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
INTRODUCTION
The securities of Foremost Corporation of America (the "Company")
for which the Company has made an original application for listing on the
New York Stock Exchange consist of 11,201,666 shares of Common Stock, par
value $1.00 per share (CUSIP No. 345469 10 0), together with attached
Rights to Purchase Common Stock, par value $1.00 per share.
AUTHORIZED, ISSUED, AND RESERVED SHARES
The Company is authorized to issue 35,000,000 shares of Common
Stock, par value of $1.00 per share. As of March 27, 1996 there were
outstanding 10,049,394 shares of Common Stock. A total of 964,051 shares of
Common Stock were reserved for issuance under the Company's Non-Qualified
Stock Option Plan; 56,783 shares of Common Stock were reserved for issuance
under the Company's Long-Term Incentive Plan; 18,842 shares of Common Stock
were reserved for issuance and may be issued pursuant to the Company's
Directors' Restricted Stock Plan; 1,688 shares of Common Stock were
reserved for issuance under the Company's 1988 Restricted Stock Plan; and
110,908 shares of Common Stock were reserved for issuance under the
Company's 1989 Stockholder Rights Plan.
DIVIDEND RIGHTS
The holders of the Company's Common Stock are entitled to
dividends to the extent funds are legally available and the Board of
Directors declares payment. Dividend payments are limited by the
provisions of instruments relating to long-term debt.
VOTING RIGHTS
Each holder of the Company's Common Stock is entitled to one vote
for each share held.
LIQUIDATION RIGHTS
The holders of the Company's Common Stock are entitled on
liquidation to receive the net assets of the Company in proportion to the
respective number of shares held by them.
PREEMPTIVE RIGHTS
The holders of the Company's Common Stock do not have any
preemptive rights to subscribe or to purchase any shares of Common Stock or
any other securities which may be issued by the Company except as described
below.
RIGHTS TO PURCHASE COMMON STOCK
Pursuant to the 1989 Stockholder Rights Plan, which was approved
by the Company's Board of Directors on December 14, 1989, rights to
purchase Common Stock ("Rights") were distributed as a dividend at a rate
of one Right for each share of the Common Stock held as of the close of
business on December 26, 1989. Each Right expires on December 14, 1999.
Each Right entitles its holder to buy one one-hundredth of a share of
Common Stock at an exercise price of $110. The Rights will be exercisable
only if a person or group acquires beneficial ownership of 20 percent or
more of the Company's outstanding Common Stock or commences a tender or
exchange offer upon consummation of which a person or group would
beneficially own 20 percent or more of the Company's outstanding Common
Stock.
TRANSFER AGENT AND REGISTRAR
The Company's transfer agent, registrar, and dividend disbursing
agent is Society National Bank, Cleveland, Ohio.
MISCELLANEOUS
All of the outstanding shares of the Common Stock of the Company
are fully paid and nonassessable. The Company regularly sends annual
reports containing audited consolidated financial statements to its
stockholders. The outstanding shares of the Company's Common Stock are
currently listed on the NASDAQ National Market System.
Item 2. EXHIBITS.
All exhibits required by Instruction II to Item 2 have been or
will be supplied to the New York Stock Exchange
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.
FOREMOST CORPORATION OF AMERICA
Date April 2, 1996 By /S/ R. L. ANTONINI
R. L. Antonini
Chairman, Chief Executive Officers and
President
