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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
DEPOSIT GUARANTY CORP.
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(Exact name of registrant as specified in its charter)
MISSISSIPPI 64-0472169
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
210 EAST CAPITOL STREET, JACKSON, MS 39201
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (601) 354-8564
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, NO PAR VALUE NEW YORK STOCK EXCHANGE
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(2), please check
the following box. [ ]
If the Form relates to the registration of a class of debt securities and is to
become effective simultaneously with 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(g) of the Act: NONE
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Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
Common Stock, No Par Value
The description of certain provisions of the Common Stock set forth
below does not purport to be complete and is subject to and qualified in its
entirety by reference to the Articles of Incorporation and the Bylaws of the
Corporation which are included as exhibits.
The capital stock of Deposit Guaranty Corp. (the "Company") to be
registered on the New York Stock Exchange, Inc. (the "Exchange"), is the
Registrant's Common Stock with no par value. The transfer agent and registrar
for the Common Stock is Deposit Guaranty National Bank. 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 assessments by the Registrant.
When, as, and if dividends, payable in cash, stock, or other property,
are declared by the Board of Directors of the Company out of funds legally
available therefor, the holders of Common Stock are entitled to share equally,
share for share, in such dividends. The payment of dividends on the Common
Stock is subject to the prior payment of dividends on any shares of the
Preferred Stock outstanding.
Pursuant to the Mississippi Business Corporation Act and the Company's
Bylaws, each outstanding share of the Company's stock is entitled to one (1)
vote on each matter submitted to a vote. However, in connection with the
election of directors, holders of Common Stock of the Company have cumulative
voting rights. Pursuant to the Company's Bylaws, every shareholder entitled to
vote in the election of directors shall have the right to vote, in person or by
proxy, the number of shares owned by him for as many persons as there are
directors to be elected multiplied by the number of his shares, or by
distributing such votes on the same principle among any number of candidates.
The Articles of Incorporation and Bylaws of the Company presently
contain the following provisions which could be considered to have an
anti-takeover effect: (i) authorized but unissued shares of Common Stock
issuable by the Board of Directors without stockholder approval; (ii)
authorized but unissued shares of Preferred Stock issuable, without stockholder
authorization, in series with such dividend, redemption, sinking fund,
conversion and liquidation preferences, if any, as are designated by the Board
in creating any particular series; (iii) division of the Board of Directors
into three (3) classes of directors serving staggered three-year terms; (iv)
the requirement of an affirmative vote of eighty percent (80%) of the shares
entitled to vote to remove the entire Board of Directors or to remove any one
director; (v) the requirement of supermajority shareholder approval to approve
certain business combinations; (vi) the requirement that the Board consider
certain nonmonetary factors in evaluating major business transactions; and
(vii) the requirement of advance notice of stockholder proposals regarding
matters to be voted upon at stockholders' meeting or nominations for election
to the Board.
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ITEM 2. EXHIBITS
All exhibits required by Instruction II to Item 2 have been or will be
supplied to the New York Stock Exchange.
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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, thereto duly authorized.
Deposit Guaranty Corp.
By: /s/ E. B. ROBINSON, JR.
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E. B. Robinson, Jr.
Chairman and
Chief Executive Officer
Dated: November 27, 1996
