SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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
GAINSCO, INC.
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(Exact Name of Registrant as Specified in its Charter)
500 Commerce Street
Fort Worth, Tx 76102-5439 75-1617103
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(Address of Principal Executive Offices) (I.R.S. Employer
Identification No.)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of
securities and is effective upon debt securities and is to
filing pursuant to General become effective simultaneously
Instruction A(c)(1) please check with the effectiveness of a
the following box. [ ] concurrent registration
statement under the Securities
Act of 1933 pursuant to General
Instruction A(c)(2) plesae check
the following box. [ ]
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 as to be Registered
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Common Stock New York Stock Exchange
$.10 Par Value
Securities to be registered pursuant to Section 12(g) of the Act:
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(Title of Class)
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(Title of Class)
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The capital stock of GAINSCO, INC. (the "Company") to be
registered on the New York Stock Exchange (the "Exchange"), consists
of Common Stock, $.10 par value. The holders of shares of Common
Common Stock are entitled to one vote for each share of Common
Stock held of record on each matter submitted to a vote of
shareholders. There is no right to vote cumulatively for the election
of directors. Holders of shares of Common Stock are entitled to
receive ratably such dividends as may be declared by the Board of
Directors out of funds legally available therefor. In the event of
the liquidation or dissolution of the Company, holders of shares of
Common Stock are entitled to share ratably in all assets remaining
after payment of liabilities. Holders of shares of Common Stock have
no preemptive rights and no rights to convert their shares of Common
Stock into any other securities. Holders of the Common Stock are not
liable to further calls or to assessments by the Company.
The Company's Articles of Incorporation as permitted by Article
9.08 of the Texas Business Corporation Act, provide that the
shareholders vote required in order to approve a merger,
consolidation, sale of assets or dissolution of the corporation is
reduced to sixty percent (60%) of all issued and outstanding shares of
the corporation regardless of class. No class of shares shall be
entitled to vote as a class on a merger, consolidation, sale of assets
or dissolution of the corporation.
The Company's Articles of Incorporation, as amended, provide that
special meetings of the shareholders, for any purpose or purposes,
unless otherwise prescribed by statute, may be called by the
president, the Board of Directors, or the holders of not less than
twenty-five percent (25%) of all of the shares entitled to vote at the
meeting. Business transacted at a special meeting shall be confined
to the objects stated in the notice of the meeting.
The Company's Articles of Incorporation provide that in
discharging the duties of their respective positions, the Board of
Directors, committees of the board, individual directors, and
individual officers may, in considering the best interests of the
Company, consider the effects of any action upon employees, general
agents, and other customers and creditors of the Company and it's
subdivisions, communities in which offices or other establishments of
the Company are located, the economy of the state and nation, and the
long term as well as the short term interests of the Company and its
shareholders including the possibility that these interests may be
best served by the continued independence of the Company, and all
other pertinent factors.
Item 2. EXHIBITS.
All exhibits required by Instruction II to Item 2 will be
supplied to the 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.
GAINSCO, INC.
Date By______________________________
------------------- J.D.Macchia,
President and Chief
Executive Officer
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