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As filed December 03, 1996
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TPC CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 76-0091595
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
200 WESTLAKE PARK BOULEVARD
SUITE 1000
HOUSTON, TEXAS 77079
(Address of principal executive offices)
(281) 597-6200
(Registrant's telephone number, including area code)
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH NAME OF EACH EXCHANGE ON
CLASS TO BE REGISTERED WHICH EACH CLASS IS TO BE REGISTERED
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Class A Common Stock, $.01 Par Value New York Stock Exchange
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
CLASS A COMMON STOCK
The Amended and Restated Certificate of Incorporation of TPC Corporation
(the "Company") authorizes the Board of Directors to issue up to 25,000,000
shares of Class A Common Stock. Each issued and outstanding share of Class A
Common Stock entitles the holder thereof to one vote on all matters submitted
to a vote of the Company's stockholders, other than the election of the three
members of the Board of Directors which the holders of the Class B Common Stock
are entitled to elect. The Amended and Restated Certificate of Incorporation of
the Company does not permit cumulative voting of shares for any election of
directors or permit preemptive rights to stockholders to acquire additional
shares. The Amended and Restated Certificate of Incorporation makes no
provision with respect to restrictions on alienability, subscription or
conversion rights, redemption privileges, or sinking funds with respect to
shares of Class A Common Stock. The Class A Common Stock presently issued and
outstanding is fully paid and non-assessable.
Upon any liquidation or dissolution, or winding up of the affairs of the
Company, holders of Class A Common Stock are entitled to receive, pro rata with
the holders of Class B Common Stock, all of the assets of the Company available
for distribution to stockholders after payment of any liquidation preference on
any outstanding Preferred Stock at that time. Subject to the rights of holders
of Preferred Stock, if any, dividends on the Class A Common Stock may be paid,
ratably with the Class B Common Stock, if, as, and when declared by the Board
of Directors of the Company out of funds legally available therefor.
CLASS B COMMON STOCK
The Amended and Restated Certificate of Incorporation of the Company
authorizes the Board of Directors without further approval of the holders of
Class A Common Stock, to issue up to 5,000,000 shares of Class B Common Stock.
The Class B Common Stock may be issued in one or more series, and the Board of
Directors of the Company is authorized to establish certain attributes of such
series, including, but not limited to, (i) a designation and the number of
shares constituting each series, (ii) voting rights, if any, (iii) redemption
rights, if any, (iv) conversion or preference rights, if any, and (v) any other
rights and qualifications, preferences, and limitations or restrictions on the
shares of such series.
On June 12, 1991, the Company filed with the Secretary of State of the
State of Delaware the Class B Common Stock Designation establishing a series of
Class B Common Stock consisting of 5,000,000 shares, being all the authorized
shares of that class. Pursuant to the terms and conditions of the Stock
Purchase Agreement, the Company sold 565,065 shares of Class B Common Stock to
Gaz de France ("GDF") and two other companies that later sold all their shares
to GDF ("Investors"). Prior to 1994, the Company issued an additional 14,898
shares pursuant to an antidilution agreement with the Investors. So long as the
total shares of Class A Common Stock and Class B Common Stock held by the
holders of the Class B Common Stock, equal or exceed 10%, on a fully-diluted
basis, of the total issued and outstanding common stock of the Company of
whatever class or series, the holders of the Class B Common Stock will remain
entitled to elect the greater of (i) three directors of the Company, or (ii)
the lowest whole number of directors that is equal to or greater than
two-sevenths of the Company's Board of Directors. If such holders' total
shareholdings fall below 10% but equal or exceed 5%, on a fully-diluted basis,
of the total issued and outstanding common stock of the Company of whatever
class or series, they will be entitled to elect the greater of (i) two
directors of the Company, or (ii) the lowest whole number of directors that is
equal to or greater than one-seventh of the Company's Board of Directors. If
such holders' total shareholdings fall below 5%, on a fully-diluted basis, of
the total issued and outstanding common stock of the Company of whatever class
or series, they will no longer be entitled to elect any specific number of the
members of the Board of Directors. As long as any shares of Class B Common
Stock are outstanding, the holders thereof are entitled to have a director
elected by them on each of the three currently existing committees of the
Company's Board of Directors. On all matters to come before the stockholders of
the Company other than the election of directors and except as otherwise
required by law, the holders of Class A Common Stock and Class B Common Stock
have equal voting rights and vote together without regard to class.
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Each share of Class B Common Stock is convertible at any time, at the
holder's option, into one share of Class A Common Stock. Holders may not
transfer shares of Class B Common Stock as shares of Class B Common Stock
except to an affiliate or other transferee approved by the Company. A transfer
to any person other than an affiliate or a permitted transferee will result in
the automatic conversion of the transferee's shares of Class B Common Stock
into shares of Class A Common Stock. In addition, if at any time total
shareholdings in the Company of the holders of the Class B Common Stock fall
below 5%, on a fully-diluted basis, of the total issued and outstanding common
stock of the Company of whatever class or series, the outstanding shares of
Class B Common Stock will automatically be deemed converted into shares of
Class A Common Stock.
Upon any liquidation, dissolution, or winding up of the affairs of the
Company, holders of Class B Common Stock are entitled to receive, pro rata with
the holders of Class A Common Stock, all of the assets of the Company available
for distribution to stockholders after payment of any liquidation preference on
any outstanding Preferred Stock at that time. Subject to the rights of holders
of Preferred Stock, if any, dividends on the Class B Common Stock may be paid,
ratably with the Class A Common Stock, if, as, and when declared by the Board
of Directors of the Company out of funds legally available therefor.
ITEM 2. Exhibits
1. All exhibits required by Instruction II to Item 2 will be
supplied to the New York Stock Exchange.
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SIGNATURE
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.
TPC CORPORATION
(Registrant)
By:
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D. HUGHES WATLER, JR.
CONTROLLER
Date: December 03, 1996
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