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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
PITTWAY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-5616408
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
200 South Wacker Drive, Chicago, Illinois 60606-5802
(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 exchange on which
to be so registered each class is to be registered
Common Stock of the
Par Value of $1.00 Per Share New York Stock Exchange, Inc.
Class A Stock of the
Par Value of $1.00 Per Share New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12 (g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered
The capital stock of the Company to be registered is the
Company's Common Stock of the par value of $1.00 per share (the "Common
Stock") and the Company's Class A Stock of the par value of $1.00 per share
(the "Class A Stock") (collectively, the "Common Capital Stock").
The following description is qualified in its entirety by, and
made subject to, the complete description set forth in the Restated
Certificate of Incorporation, as amended, of the Registrant (the "Company")
which is an Exhibit to each copy of this registration statement filed with
the New York Stock Exchange, Inc.
The Company's authorized capital stock consists of 2,000,000
shares of Preferred Stock with no par value, 42,000,000 shares of Common
Stock and 36,000,000 shares of Class A Stock.
The Company's Preferred Stock is issuable from time to time in
series, each series to have such voting powers, designations, preferences
and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, as may be designated
by resolution of the Company's board of directors. No series of Preferred
Stock has yet been designated.
Subject to the rights of the holders of any Company Preferred
Stock that may at the time be outstanding, holders of Common Capital Stock
are entitled to receive dividends when and as declared by the Company's
board of directors out of funds legally available and not otherwise
restricted and, in the event of liquidation, to share ratably in all the
assets of the Company distributed to stockholders. None of the Company's
outstanding debt instruments contains any express restriction on the payment
of dividends on the Common Capital Stock. Certain of such debt instruments
contain covenants that, by requiring the Company to maintain a ratio of
capitalization to indebtedness, could in the future restrict the ability of
the Company to pay such dividends. At June 30, 1996, $367,884,000 was
available for the payment of dividends under the most restrictive of such
covenants.
Pursuant to the Company's Restated Certificate of Incorporation,
as amended, except as described below, there are no differences in the
voting powers, preferences, or other rights, or qualifications, limitations
or restrictions thereof, of shares of Class A Stock from those of shares of
Common Stock. Without limiting the generality of the foregoing, so long as
any shares of Class A Stock are outstanding, in the event the Company
engages in any merger or consolidation in which holders of Common Capital
Stock receive any consideration, provision must be made so that the holders
of each class of Common Capital Stock receive the same consideration per
share; provided however, that if such merger or consolidation is a
reincorporation in another jurisdiction, or is a merger of the Company with
and into a wholly-owned subsidiary of the Company, the shares issued to the
holders of the respective classes of Common Capital Stock may reflect the
differences between such classes set forth in the Company's Restated
Certificate of Incorporation, as amended, or differences substantially
equivalent thereto. So long as any shares of Class A Stock are
outstanding: (a) if any dividend
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or other distribution is declared on Common Capital Stock which is payable
in shares of (or in securities convertible into or exchangeable or
exercisable for shares of), or in subscriptions or other rights to acquire
shares of (or to acquire securities convertible into or exchangeable or
exercisable for shares of), any class of Common Capital Stock, such
dividend or distribution must be declared in such a manner as to be payable
to the holders of Class A Stock in shares of (or in securities convertible
into or exchangeable or exercisable for shares of), or in subscriptions or
other rights to acquire shares of (or to acquire securities convertible
into or exchangeable or exercisable for shares of), Class A Stock and as to
be payable to the holders of Common Stock at the same rate in shares of (or
in securities convertible into or exchangeable or exercisable for shares
of), or in subscriptions or other rights to acquire shares of (or to
acquire securities convertible into or exchangeable or exercisable for
shares of), Common Stock; and (b) if shares of Common Capital Stock are
combined or subdivided, such combination or subdivision must be effected in
such manner as to result in per share decreases or increases of Class A
Stock and Common Stock which are identical.
Prior to the Change of Control Date (as defined below) generally
the holders of Class A Stock voting as a class are entitled to elect such
number of directors, but not less than two, as equal 25% of the total
number of directors constituting the full Board of Directors and the
holders of Common Stock voting as a class are entitled to elect the
remaining directors, and with respect to all other matters voted upon by
the stockholders of the Company, the holders of Common Stock are entitled
to one vote per share of Common Stock and the holders of Class A Stock are
entitled to one-tenth of one vote per share of Class A Stock.
Subject to certain exceptions, the "Change of Control Date" is
defined as the first date on which the shares of Harris Group Stock (as
defined below) are entitled to cast fewer than 2,244,165 votes (counting
the Class A Stock as entitled to cast one-tenth of one vote per share for
this purpose). "Harris Group Stock" means, at any point in time, shares of
Common Stock and Class A Stock which, at such time, any member of the
"Harris Group" (as defined below), either alone or in combination with any
other member or members of the Harris Group, directly or indirectly
beneficially owns (as defined in Rule 13d-3 under the Securities Exchange
Act of 1934, as such Rule was in effect and interpreted at 5:00 P.M.
Central Standard Time on December 28, 1989), without taking into account
any shares of Common Stock acquired by any member of the Harris Group
subsequent to May 31, 1989 in excess of shares of Common Stock disposed of
by members of the Harris Group subsequent to such date. The "Harris Group"
means Messrs. Irving B. Harris, Neison Harris, King Harris, William W.
Harris and Sidney Barrows, and their respective spouses, descendants and
spouses of descendants, trustees of trusts established for the benefit of
such persons, and executors of estates of such persons. Irving B. Harris
and Neison Harris are brothers and Sidney Barrows is their brother-in-law.
William W. Harris is the son of Irving B. Harris and King Harris is the son
of Neison Harris.
The voting rights of the Common Capital Stock are not cumulative.
Accordingly, the holders of a majority of the Common Stock can elect all of
the directors to be elected by the holders of Common Stock voting as a
class and the holders of the remaining Common Stock cannot elect any of
such directors, and the holders of a majority of the Class A Stock can
elect all of the directors to be elected by the holders of Class A Stock
voting as a class and the holders of the remaining Class A Stock cannot
elect any of such directors. As of
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September 16, 1996, members of the Harris Group hold a majority of the
outstanding Common Stock and approximately 19% of the outstanding Class A
Stock.
In addition to any vote or consent of stockholders otherwise
required, the affirmative vote or consent of holders of Common Capital
Stock entitled to cast at least 2/3 of the votes (counting the Class A
Stock as entitled to cast one-tenth of one vote per share for this purpose
prior to the Change of Control Date) which the outstanding shares of Common
Capital Stock are entitled to cast at the time is required: (i) to amend
the provisions of the Company's Restated Certificate of Incorporation, as
amended, defining the designations and powers, preferences and rights and
qualifications, limitations or restrictions of the Company's Preferred
Stock and Common Capital Stock; (ii) to liquidate, dissolve or wind up the
Company's affairs; (iii) to merge or consolidate the Company with or into
any other corporation, association, trust, partnership or entity; or (iv)
to sell, exchange, assign, convey, transfer or in any other way dispose of
all or substantially all of the Company's property and assets, including
its good will and its corporate franchises, in a transaction or in a series
of related transactions. Notwithstanding the foregoing, no such additional
vote or consent of the stockholders of the Company is necessary to
authorize a merger if (1) the Company is a constituent corporation which
survives the merger, (2) the agreement of merger does not change the name
or authorized shares of any class or otherwise amend the Company's Restated
Certificate of Incorporation, as amended, and (3) the authorized unissued
shares or the treasury shares of Common Capital Stock to be issued or
delivered under the plan of merger do not exceed 15% of the shares of
Common Capital Stock outstanding immediately prior to the effective date of
the merger.
So long as any shares of Class A Stock are outstanding, if any
dividend or other distribution payable in cash (other than a dividend or
distribution in connection with the liquidation or dissolution of the
Company) is declared on the Company's Common Capital Stock, such dividend
or distribution must be declared in such a manner that the amount thereof
per share of Class A Stock equals the amount thereof per share of Common
Stock plus 1 2/3 cents (provided that the aggregate excess of the dividends
per share of Class A Stock declared during any calendar year over the
dividends per share of Common Stock declared during such calendar year is
not to exceed 6 2/3 cents).
Shares of Common Capital Stock outstanding are fully paid and
nonassessable. There are no redemption or sinking fund provisions with
respect to Common Capital Stock, and the holders of Common Capital Stock
have no preemptive or conversion rights.
Item 2. Exhibits
1. All exhibits required by Instruction II to Item 2 will be
filed with each copy of this registration statement filed
with the New York Stock Exchange, Inc.
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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, thereunto duly
authorized.
Dated: September 16, 1996 PITTWAY CORPORATION
By: /s/ James F. Vondrak
James F. Vondrak
Secretary
