SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
DELTA AND PINE LAND COMPANY
(Exact name of registrant as specified in its charter)
Delaware 62-1040440
(State of incorporation) IRS Employer Identification No.)
One Cotton Row
Scott, Mississippi 38722
(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
Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
The purpose of this 8-A12G/A is to correct the first page of Exhibit 2
(Certificate of Designations).
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.
Dated: September 10, 1996
DELTA AND PINE LAND COMPANY
By: /s/ W. T. Jagodinski
W. T. JAGODINSKI
Vice President Finance
EXHIBIT 2
CERTIFICATE OF DESIGNATIONS
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
OF DELTA AND PINE LAND COMPANY
( Pursuant to Section 151 of the General Corporation Law of the State
of Delaware)
Delta and Pine Land Company (the "Corporation"), a
corporation organized and existing under the General Corporation Law
of the State of Delaware, in accordance with the provisions of Section
103 thereof, does hereby certify:
1. The Certificate of Incorporation of the Corporation fixes the
total number of shares of all classes of capital stock which the
Corporation shall have authority to issue at 52,000,000 shares, of
which 2,000,000 shall be shares of Preferred Stock, par value $0.10
per share ("Preferred Stock"), and 50,000,000 shall be shares of
Common Stock, par value $0.10 per share ("Common Stock").
2. Pursuant to the authority vested in the Board of Directors in
accordance with the provisions of the Certificate of Incorporation of
the said Corporation, the said Board of Directors on August 13, 1996,
duly adopted the following resolution creating a series of shares of
Preferred Stock designated as "Series A Junior Participating Preferred
Stock":
RESOLVED, that pursuant to the authority vested in the Board of
Directors of this Corporation in accordance with the provisions
of the Certificate of Incorporation, a series of Preferred Stock,
par value $0.10 per share, of the Corporation be and hereby is
created, and that the designation and number of shares thereof
and the voting and other powers, preferences and relative,
participating, optional or other rights of the shares of such
series and the qualifications, limitations and restrictions
thereof are as follows:
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
Section 1. Designation and Amount. The shares of such
series shall be designated as "Series A Junior Participating
Preferred" (the "Series A Preferred") and the number of shares
constituting such series shall be the number obtained by dividing by
100 the total number of shares of the Common Stock, par value $0.10
per share, of the Corporation ("Common Shares") outstanding, plus the
number of Common Shares reserved for issuance pursuant to the
Corporation's 1993 Stock Option Plan, 1995 Long Term Incentive Plan,
plus the number of shares of the Series M Preferred Stock, par value
$0.10 per share, of the Corporation ("Series M Preferred Shares")
outstanding, all to be measured at the close of business on August 30,
1996 (the "Record Date") and such number of shares of Series A
Preferred shall be noted on the minutes of the Corporation in the
following space:
241,787 shares.
