January 9, 1998
Filing Officer
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
RE: FORM 8-A
REGISTRATION OF COMMON STOCK $1 PAR VALUE
PURSUANT TO SECTION (12b)
To Whom it May Concern:
Pursuant to 8-A filing requirements, under the Securities and Exchange Act of
1934, there is appended to this transmittal, an electronic file of the current
report (on Form 8-A) of Chittenden Corporation, Two Burlington Square,
Burlington, Vermont 05401.
In addition, please consider this a request for acceleration. It is my
understanding that the registration will not be effective until the Commission
has been notified by the New York Stock Exchange that 30,000,000 securities have
been approved by the Exchange for listing and registration. We presently expect
that to occur on February 18, 1998.
If you have questions concerning this report, please telephone the undersigned
at (802) 660-1410.
Kindly acknowledge receipt of this letter by COMPUSERVE E-MAIL.
Very truly yours,
S/F. Sheldon Prentice
Senior Vice President, General Counsel
and Secretary
cc: New York Stock Exchange
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CHITTENDEN CORPORATION
(Exact name of registrant as specified in charter)
Vermont 0-7974 03-0228404
(State of incorporation Commission (IRS Employer
or organization) File Number Identification No.)
Two Burlington Square, Burlington, Vermont 05401
(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, $1 Par Value New York Stock Exchange
Securities to be register pursuant to Section 12(g) of the Act:
None
(Title of Class)
Item 1. Description of Registrant's Securities
to be Registered
Common Stock, $1 Par Value
The capital stock of Chittenden Corporation (the "Company") to be
registered on the New York Stock Exchange, Inc. (the "Exchange"), is the
Registrant's Common Stock with a par value of $1 per share. Holders of Common
Stock are entitled to one vote per share at all meetings of stockholders.
Dividends that may be declared on the Common Stock will be paid in an equal
amount to the holder of each share. No pre-emptive rights are conferred upon
the holders of such stock and there are no liquidation or conversion rights.
Nor are there any redemption or sinking fund provisions and there is no
liability to further calls or to assessments by the Registrant.
Certain provisions of the Company's Certificate of Incorporation were
designed to make the Company a less attractive target for acquisition by an
outsider who does not have the support of the Company's directors. These
provisions: (1) provide for a classified Board; (2) provide that certain
business transactions will require the affirmative vote of the holders of at
least 66 2/3% of the shares entitled to vote; and (3) provide that at least 66
2/3% of the shares entitled to vote must approve certain amendments to the
Certificate of Incorporation. While the foregoing provisions will not
necessarily prevent take-over attempts, they should discourage an attempt to
obtain control of the Company in a transaction not approved by the Company's
Board of Directors by making it more difficult for a third party to obtain
control in a short time and impose its will on the remaining shareholders of the
Company.
Item 2. Exhibits
1. All exhibits required by Instruction II to Item 2
will be supplied to the New York Stock Exchange.
<PAGE>
SIGNATURES
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, thereunto duly authorized.
CHITTENDEN CORPORATION
(Registrant)
BY: S/F. SHELDON PRENTICE
F. Sheldon Prentice, Senior Vice President,
General Counsel and Secretary
