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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
WESTMINSTER CAPITAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 95-2157201
(State of Incorporation or Organization) (IRS Employer
Identification No.)
9665 WILSHIRE BLVD., SUITE M-10, BEVERLY HILLS, CALIFORNIA 90212
(Address of Principal Executive Offices) (ZIP Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of
pursuant to Section 12(b) of the securities pursuant to Section 12(g)
Exchange Act and is effective pursuant of the Exchange Act and is effective
to General Instruction A.(c), please pursuant to General Instruction
check the following box. [X] A.(d), please check the following
box. [__]
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO
WHICH THIS FORM RELATES: not applicable .
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(if applicable)
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, par value $1.00 per share American Stock Exchange
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.
The Registrant is authorized to issue 30,000,000 shares of common stock,
par value $1.00 per share, and 10,000,000 shares of preferred stock, par value
$1.00 per share. As of June 1, 1999, there were 7,834,607 shares of common
stock outstanding and there were approximately 1,464 holders of record of the
common stock. There are no shares of preferred stock outstanding. The
following statements are brief summaries of certain provisions relating to the
Registrant's capital stock.
COMMON STOCK
The holders of common stock are entitled to one vote for each share held of
record on all matters on which the holders of common stock are entitled to vote.
Subject to the rights of holders of preferred stock issued by the Registrant, if
any, the holders of common stock are entitled to receive ratably dividends when,
as and if declared by the Registrant's Board of Directors out of funds legally
available therefore. In the event of the Registrant's liquidation, dissolution
or winding up, the holders of common stock are entitled, subject to the rights
of holders of preferred stock issued by the Registrant, if any, to share ratably
in all assets remaining available for distribution to them after payment of
liabilities and after provision is made for each class of stock, if any, having
preference over the common stock.
The holders of common stock have no preemptive or conversion rights and
they are not subject to further calls or assessments by the Registrant. There
are no redemption or sinking fund provisions applicable to the common stock. The
outstanding shares of common stock are fully paid and nonassessable.
PREFERRED STOCK
The Registrant's Board of Directors has the authority to issue the
authorized and unissued preferred stock in one or more series with such
designations, rights and preferences as it may determine from time to time.
Accordingly, the Board of Directors is empowered, without stockholder approval,
to issue preferred stock with dividend, liquidation, conversion, voting or other
rights superior to, or which otherwise adversely affect, the voting power or
other rights of the holders of the common stock. In the event of issuance, the
Registrant's preferred stock could be utilized, under certain circumstances, as
a way of discouraging, delaying or preventing an acquisition or change in
control of the Registrant.
CERTAIN ANTI-TAKEOVER EFFECTS
Certain provisions of Delaware law and the Registrant's Certificate of
Incorporation and Bylaws could make the acquisition of the Registrant and the
removal of the Registrant's incumbent officers and directors by means of a
tender offer, a proxy contest or otherwise more difficult. These provisions,
summarized below, are expected to discourage certain types of coercive takeover
practices and inadequate takeover bids and to encourage persons seeking to
acquire control of the Registrant to negotiate first with management. The
Registrant believes that the benefits of increased protection of its potential
ability to negotiate with the proponent of an unfriendly or unsolicited proposal
to acquire or restructure the Registrant outweigh the disadvantages of
discouraging such proposals because, among other things, negotiation of such
proposals could result in an improvement of their terms.
The Registrant is subject to Section 203 of the Delaware General
Corporation Law, an anti-takeover law. In general, Section 203 prohibits a
publicly held Delaware corporation from engaging in an "business combination"
with an "interested stockholder" for a period of three years following the date
the person became an interested stockholder, unless (with certain exceptions)
the "business combination" or the transaction in which the person became an
interested stockholder is approved in a prescribed manner. Generally, a
"business combination" includes a merger, asset or stock sale, or other
transaction resulting in a financial benefit to the interested stockholder.
Generally, an "interested stockholder" is a person who, together with affiliates
and associates, owns (or within three years prior to the determination of
interested stockholder status, did own) 15% or more of a corporation's voting
stock. The existence of this provision would be expected to have an anti-
takeover effect with respect to transactions not approved in advance by the
Registrant's Board of Directors, including discouraging attempts that might
result in a premium over the market price for the shares of common stock held by
stockholders.
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The Registrant's Certificate of Incorporation authorizes 10,000,000 shares
of Preferred Stock, which may be issued by the Registrant's Board of Directors
with voting of other rights or preferences that could impede the success of any
attempt to change our control. These and other provisions may have to the
effect of deterring hostile takeovers or delaying changes in control of the
Registrant or the Registrant's management.
ITEM 2. EXHIBITS.
1. Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the
Registrant's Annual Report on Form 10-K for the year ended December 31,
1994 and incorporated herein by this reference).
2. By-Laws of the Registrant (filed as Exhibit 4.4 to the Registrant's Post
Effective Amendment No. 1 to the Form S-8 filed on June 23, 1995 as
Registration No. 33-21177 and incorporated herein by this reference).
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.
WESTMINSTER CAPITAL, INC.
Dated: June 3, 1999 /s/ Keenan Behrle
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Keenan Behrle
Executive Vice President,
Chief Financial Officer and
Principal Accounting Officer
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