FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
EATON VANCE CORP.
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(Exact name of registrant as specified in its charter)
Maryland 04-2718215
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
24 Federal Street, Boston, MA 02110
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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
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Non-Voting Common Stock, New York Stock Exchange
$.0625 Par Value
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities
to be Registered
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Non-Voting Common Stock, $.0625 Par Value
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The capital stock of Eaton Vance Corp. (the "Company") or "Registrant")
to be registered on the New York Stock Exchange, Inc. (the "Exchange"), is the
Registrant's Non-Voting Common Stock with a par value of $.0625 per share. The
holders of Non-Voting Common Stock have no voting rights under any circumstances
whatsoever. The Non-Voting Common Stock is neither redeemable nor convertible
and the holders of Non-Voting Common Stock have no preemptive rights to purchase
any securities of the Company. In the event of liquidation, dissolution or
winding up of the Company, the holders of Non-Voting Common Stock are entitled
to share ratably together with holders of Voting Stock in all assets remaining
after payment of liabilities. Dividends that may be declared on the Non-Voting
Common Stock will be paid in an equal amount to the holder of each share.
The First National Bank of Boston is the transfer agent, registrar and
dividend disbursing agent for the Company's NonVoting Common Stock.
All outstanding shares of the Company's Voting Stock are deposited in a
voting trust, the trustees of which are Landon T. Clay, M. Dozier Gardner, James
B. Hawkes, Benjamin A. Rowland, Jr. and H. Day Brigham, Jr. Each of the voting
trustees is also a director and executive officer of the Company. The voting
trust arrangement, which has been in effect with respect to the Company and its
predecessors since 1959, terminates on December 31, 1996. The beneficiaries of
the voting trust have, in the past, elected at the end of each term of the
voting trust to renew or continue the voting trust in effect, generally for a
three to five year period. The five voting trustees have unrestricted voting
rights with respect to the Voting Stock, except that the voting trustees may not
vote in favor of the sale, mortgage or pledge of all or substantially all of the
Company's assets or for any change in the structure or powers of the Company or
in connection with a merger, consolidation, reorganization or dissolution of the
Company, without the written consent of the beneficial owners of the Voting
Stock representing at least a majority of the Voting Stock subject at that time
to the voting trust agreement. The voting trust agreement provides that the
voting trustees shall act by a majority if there are three or more voting
trustees, otherwise they generally must act unanimously. Inasmuch as the holders
of the Non-Voting Common Stock do not have the right to vote on any matter, the
voting trustees will be able to control all corporate transactions requiring the
vote of stockholders, including the sale of the Company's business, the merger
or consolidation of the Company, and all other matters requiring a vote of the
stockholders of the Company.
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Item 2. Exhibits
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1. All exhibits required by Instruction II to Item 2 will
be supplied to the New York Exchange.
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SIGNATURES
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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.
EATON VANCE CORP.
(Registrant)
By: /s/ William M. Steul
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William M. Steul
Chief Financial Officer
Dated: July 23, 1996
