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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 (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BW/IP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 33-0270574
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
200 Oceangate Boulevard
Suite 900
Long Beach, California 90802
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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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Common Stock, $.01 Par Value New York Stock Exchange
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
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Common Stock
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Voting Rights. The holder of shares of Common Stock is entitled to
one vote per share on all matters to be voted on by stockholders.
Dividend Rights. The holders of shares of Common Stock are entitled
to dividends and other distributions if, as and when declared by the Board of
Directors out of assets legally available therefor, subject to the rights of any
holder of preferred stock and the restrictions, if any, imposed by indebtedness
outstanding from time to time. Currently, the Company's wholly-owned, direct
subsidiary, BW/IP International, Inc. ("BW/IP International"), is subject to a
domestic credit agreement and a senior note agreement which restrict the payment
of dividends by BW/IP International to the Company and thereby limit the
Company's ability to pay dividends on its Common Stock, except in certain
specific circumstances or unless certain financial tests are met.
Other Rights. Upon liquidation, dissolution or winding up of the
Company, the holder of shares of Common Stock would be entitled to share pro
rata in the distribution of all of the Company's assets remaining available for
distribution after satisfaction of all its liabilities and the payment of the
liquidation preference of any outstanding preferred stock. The holders of
shares of Common Stock have no preemptive or other subscription rights to
purchase shares of stock of the Company, nor are they entitled to the benefits
of any sinking fund provisions. Shares of Common Stock of the Company are not
subject to any redemption provisions.
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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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SIGNATURE
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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.
BW/IP, INC.
By:/s/ JOHN D. HANNESSON
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John D. Hannesson
Vice President, General
Counsel and Secretary
Dated: July 3, 1996
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