FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
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PUTNAM CONVERTIBLE OPPORTUNITIES AND INCOME TRUST
(Exact name of registrant as specified in its charter)
Massachusetts 04-6777-185
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
One Post Office Square, Boston, MA 02109
(Address of principal executive offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of
debt securities and is debt securities and is
effective upon filing pursuant to become effective
to General Instruction A(c)(1) simultaneously with
please check the following the effectiveness
box: [ ] of a concurrent registration
statement under the Securities Act
of 1933 pursuant to General
Instruction A(c)(2) please
check the following box: [ ]
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:
Common Shares of Beneficial New York Stock Exchange
Interest Without Par Value
Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be
Registered.
Reference is hereby made to the section entitled "Description
of Shares" as contained in the Registration Statement on Form N-2 of Putnam
Convertible Opportunities and Income Trust as filed with the Securities and
Exchange Commission on March 1, 1995 (the "Registration Statement"), which
is hereby incorporated herein by reference.
Item 2. Exhibits.
I. Not Applicable
II. 1. Registration Statement of Registrant on Form N-2 as filed
with the Securities and Exchange Commission on March 1,
1995. (NYSE only)
2. Not Applicable
3. Not Applicable
4. Agreement and Declaration of Trust of Registrant dated
February 23, 1995 and Bylaws of Registrant as in effect
on the date hereof (included as Exhibits 2(a) and 2(b)
to the Registration Statement filed as Exhibit 1
hereto). (NYSE only)
5. Copy of form of specimen share certificate for Registrant's
common shares of beneficial interest, without par value
(filed as Exhibit 2(d)(1) to the Registration Statement
filed as Exhibit 1 hereto). (NYSE only)
6. Not Applicable
7. Copies of pages from the Registration Statement, setting
out the information incorporated by reference in response
to Item 1 hereof.
<PAGE>
SIGNATURE
A copy of the Agreement and Declaration of Trust of Putnam Convertible
Opportunities and Income Trust is on file with the Secretary of State of The
Commonwealth of Massachusetts, and notice is hereby given that this instrument
is executed on behalf of the Trust by an officer of the Trust in his or her
capacity as an officer of the Trust and not individually and that the
obligations of or arising out of this instrument are not binding upon any of the
Trustees, officers, or shareholders individually but binding only upon the
assets and property of the Trust.
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, thereto duly authorized, this 24th day
of February, 1995.
PUTNAM CONVERTIBLE OPPORTUNITIES AND
INCOME TRUST
By: /s/ Charles E. Porter
Name: Charles E. Porter
Title: Executive Vice President
DESCRIPTION OF SHARES
The Trustees of the Fund have authority to issue an unlimited number of
shares of beneficial interest without par value. The Shares outstanding are, and
those offered hereby when issued will be, fully paid and nonassessable by the
Fund, except as set forth in the following paragraph. The Fund's Shares have no
preemptive, conversion, exchange or redemption rights. Each Share has one vote,
with fractional Shares voting proportionately. Shares are freely transferable,
are entitled to dividends as declared by the Trustees, and, if the Fund were
liquidated, would receive the net assets of the Fund.
Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Fund.
However, the Agreement and Declaration of Trust disclaims shareholder liability
for acts or obligations of the Fund and requires that notice of such disclaimer
be given in each agreement, obligation, or instrument entered into or executed
by the Fund or the Trustees. The Agreement and Declaration of Trust provides for
indemnification out of Fund property for all loss and expense incurred by any
shareholder held personally liable for the obligations of the Fund. Thus, the
risk of a shareholder's incurring financial loss on account of shareholder
liability is limited to circumstances in which the Fund would be unable to meet
its obligations. The likelihood of such circumstances is remote.
The Fund has no present intention of offering additional shares, other
than Shares issued pursuant to the Fund's Dividend Reinvestment Plan. Other
offerings of its shares, if made, will require approval of the Trustees. Any
additional offering will not be sold at a price per share (exclusive of
underwriting discounts and commissions) below the then current net asset value
except in connection with an offering to existing shareholders or with the
consent of a majority of the Fund's outstanding Shares.
Certain Provisions in the Agreement and Declaration of Trust
The Agreement and Declaration of Trust includes provisions that could
have the effect of limiting the ability of other entities or persons to acquire
control of the Fund, or to cause it to engage in certain transactions or to
modify its structure. The Fund's Trustees are divided into three classes, having
initial terms of one, two and three years, respectively. At each annual meeting
of shareholders, the term of one class will expire and Trustees will be elected
to serve in that class for terms of three years. The classification of the
Trustees in this manner could delay for up to two years the replacement of a
majority of the Trustees. A Trustee may be removed from office only by a vote of
the holders of at least three-fourths of the Shares of the Fund entitled to vote
on the matter.
The affirmative vote of at least three-fourths of the outstanding
Shares is required to authorize any of the following actions: (1) merger or
consolidation of the Fund, (2) sale of all or substantially all of the assets of
the Fund, (3) liquidation or dissolution of the Fund, (4) conversion of the Fund
to an open-end investment company, or (5) amendment of the Agreement and
Declaration of Trust to reduce the three-quarters vote required to authorize the
actions in (1) through (5) above, unless with respect to any of the foregoing
such action has been authorized by the affirmative vote of three-fourths of the
total number of Trustees and three-fourths of the total number of Continuing
Trustees (as defined below), in which case the affirmative vote of a majority of
the outstanding voting securities of the Fund is required in connection with the
actions in (1) through (4) above, and the affirmative vote of a majority of the
outstanding Shares is required in connection with an amendment of the Agreement
and Declaration of Trust. A Continuing Trustee is a Trustee of the Fund (1) who
is not a person or an affiliate of a person who enters or proposes to enter into
a transaction resulting in a merger or consolidation of the Fund or the sale of
all or substantially all of the assets of the Fund (an "Interested Party") and
(2) who has been a Trustee for a period of at least twelve months (or since the
Fund's commencement of operations if that period is less than twelve months), or
is a successor of a Continuing Trustee who is unaffiliated with an Interested
Party and is recommended to succeed a Continuing Trustee by a majority of the
then Continuing Trustees. A "majority of the outstanding securities" of the Fund
is defined in the 1940 Act to mean the affirmative vote of the lesser of (1)
more than 50% of the outstanding Shares or (2) 67% or more of the Shares present
at a meeting if more than 50% of the outstanding Shares are represented at the
meeting in person or by proxy.
The Trustees have determined that the three-quarters voting
requirements described above, which are greater than the minimum requirements
under the 1940 Act, are in the best interests of the Fund and its shareholders
generally. Reference is made to the Agreement and Declaration of Trust of the
Fund, on file with the Securities and Exchange Commission, for the full text of
these provisions. These provisions could have the effect of depriving
shareholders of an opportunity to sell their Shares at a premium over prevailing
market prices by discouraging a third party from seeking to obtain control of
the Fund in a tender offer or similar transaction and may have the effect of
inhibiting the Fund's conversion to open-end status.
Principal Shareholder
As of the date of this Prospectus, Putnam Investments, Inc. owned all
the outstanding Shares of the Fund, which it purchased in connection with the
contribution of the initial capital of the Fund. Putnam Investments, Inc. has
represented that such Shares were purchased for investment purposes only and
will be sold only pursuant to an effective registration statement under the
Securities Act of 1933, as amended, or an applicable exemption therefrom.
