FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
KEY PRODUCTION COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 84-1089744
(State of incorporation or organization) (IRS Employer
Identification No.)
One Norwest Center, 20th Floor
1700 Lincoln
Denver, Colorado 80203-4520
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered
Common Stock, $.25 Par Value
Name of each exchange on which each class is to be registered
New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
The authorized capital stock of Key Production Company, Inc. consists
of 50,000,000 shares of Common Stock, $.25 par value. The terms of
the Common Stock are set forth below.
Dividends
Holders of Common Stock are entitled to receive such dividends as may
be declared by the Board of Directors out of funds legally available
therefor.
Voting Rights
Each share of Common Stock is entitled to vote on all matters
submitted to a vote of stockholders, including election of directors.
Cumulative voting for directors is not permitted.
Liquidation Rights
Upon any dissolution, liquidation or winding up of the Company, the
holders of Common Stock are entitled to receive pro rata all of the
Company's assets and funds remaining after payment of, or provisions
for, creditors.
Preemptive Rights
Holders of Common Stock have no preemptive right to purchase or
subscribe for any shares of capital stock of the Company.
Restrictions on Payment of Dividends
A Credit Agreement between the Company and NationsBank of Texas, N.A.
dated April 25, 1994, provides that the Company may not declare
dividends greater than $.30 per share of the Company's issued and
outstanding common stock and no such distribution can be made if the
Company is in default.
Item 2. Exhibits
All exhibits required by Instruction II to Item 2 will be supplied to
the New York Stock Exchange, Inc.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registration has duly caued this registration
statement to be signed on its behalf by the undersigned, thereunto
duly authorized.
KEY PRODUCTION COMPANY, INC.
By /s/ F. H. Merelli
F. H. Merelli, President and Chief
Executive Officer
Dated: May 24, 1996
