SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
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
GENERAL AMERICAN INVESTORS COMPANY, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-5098450
(State of Incorporation or Organization)(I.R.S. Employer Identification No.)
450 Lexington Avenue
Suite 3300
New York, New York 10017
(Address of Principal Executive Offices)(Zip Code)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. |X|
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. |_|
Securities Act registration statement file number to which this form
relates: 333- 48431 (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
------------------- ------------------------------
___% Tax-Advantaged New York Stock Exchange, Inc.
Cumulative Preferred
Stock, Series A, Liquidation
Preference $25 per Share,
par value $1.00 per Share
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The material set forth under the caption "Description of Cumulative
Preferred Stock" in the Prospectus which constitutes part of the Registrant's
registration statement on Form N-2 (Security Act File No. 333-48431 and
Investment Company Act File No. 811-00041) relating to the Offering of 6,000,000
shares of __% Tax-Advantaged Cumulative Preferred Stock, Series A of General
American Investors Company, Inc. filed via EDGAR with the Securities and
Exchange Commission on March 20, 1998, as amended, shall be deemed to be
incorporated by reference into this registration statement.
ITEM 2. EXHIBITS.
The following exhibits as permitted by Instruction I are incorporated
by reference into this registration statement.
Exhibit
Number Description
- ------ -----------
A.1 Restated Certificate of Incorporation
A.2 Certificate of Amendment to the Restated Certificate of Incorporation,
dated April 28, 1987
A.3 Certificate of Amendment to the Restated Certificate of Incorporation,
dated March 19, 1992
A.4 Certificate of Amendment to the Restated Certificate of Incorporation,
dated March 11, 1998
A.5 Certificate of Correction to the Certificate of Amendment to the
Restated Certificate of Incorporation, dated March 20, 1998
A.6 Certificate of Designations
B By-Laws
D Specimen Stock Certificate
H.1 Form of Underwriting Agreement
H.2 Form of Master Agreement Among Underwriters
<PAGE>
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.
GENERAL AMERICAN INVESTORS COMPANY, INC.
(Registrant)
Date: June 16, 1998 By: /s/ Eugene L. DeStaebler, Jr.
--------------------------------------
Name: Eugene L. DeStaebler, Jr.
Title: Vice-President, Administration
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Method of Filing
- ------- ----------- ----------------
A.1 Restated Certificate of Incorporated by reference
Incorporation from the Registrant's
Registration Statement on
Form N-2 (Security Act
File No. 333-48431 and
Investment Company Act
File No. 811-00041) filed
with the Securities and
Exchange Commission on
March 20, 1998, as amended.
A.2 Certificate of Amendment Incorporated by reference
to the Restated Certificate from the Registrant's
of Incorporation, dated Registration Statement on
April 28, 1987 Form N-2 (Security Act
File No. 333-48431 and
Investment Company Act
File No. 811-00041) filed
with the Securities and
Exchange Commission on
March 20, 1998, as amended.
A.3 Certificate of Amendment Incorporated by reference
to the Restated Certificate from the Registrant's
of Incorporation, dated Registration Statement on
March 19, 1992 Form N-2 (Security Act
File No. 333-48431 and
Investment Company Act File
No. 811-00041) filed with
the Securities and
Exchange Commission on
March 20, 1998, as amended.
A.4 Certificate of Amendment Incorporated by reference
to the Restated Certificate from the Registrant's
of Incorporation, dated Registration Statement on
March 11, 1998 Form N-2 (Security Act
File No. 333-48431 and
Investment Company Act File
No. 811-00041) filed with
the Securities and
Exchange Commission on
March 20, 1998, as amended.
A.5 Certificate of Correction Incorporated by reference
to the Certificate of from the Registrant's
Amendment to the Registration Statement on
Restated Certificate of Form N-2 (Security Act
Incorporation, dated File No. 333-48431 and
March 20, 1998 Investment Company Act File
No. 811-00041) filed with
the Securities and
Exchange Commission on
March 20, 1998, as amended.
A.6 Certificate of Designations Incorporated by reference
from the Registrant's
Registration Statement on
Form N-2 (Security Act
File No. 333-48431 and
Investment Company Act File
No. 811-00041) filed with
the Securities and
Exchange Commission on
March 20, 1998, as amended.
<PAGE>
Exhibit
Number Description Method of Filing
- ------- ----------- ----------------
B By-Laws Incorporated by reference
from the Registrant's
Registration Statement on
Form N-2 (Security Act
File No. 333-48431 and
Investment Company Act File
No. 811-00041) filed with
the Securities and
Exchange Commission on
March 20, 1998, as amended.
D Specimen Stock Certificate Incorporated by reference
from the Registrant's
Registration Statement on
Form N-2 (Security Act
File No. 333-48431 and
Investment Company Act File
No. 811-00041) filed with
the Securities and
Exchange Commission on
March 20, 1998, as amended.
H.1 Form of Underwriting Incorporated by reference
Agreement from the Registrant's
Registration Statement on
Form N-2 (Security Act
File No. 333-48431 and
Investment Company Act
File No. 811-00041) filed
with the Securities and
Exchange Commission on
March 20, 1998, as amended.
H.2 Form of Master Agreement Incorporated by reference
Among Underwriters from the Registrant's
Registration Statement on
Form N-2 (Security Act
File No. 333-48431 and
Investment Company Act
File No. 811-00041) filed
with the Securities and
Exchange Commission on
March 20, 1998, as amended.
