As filed with the Securities and Exchange Commission on August 4, 1995
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________
Form 10/A
Post-Effective Amendment No. 6
Filed pursuant to Section 12(b) or 12(g) of
THE SECURITIES EXCHANGE ACT OF 1934
__________
Strawbridge & Clothier
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1131660
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
801 Market Street 19107-3199
Philadelphia, Pennsylvania (Zip Code)
(Address of principal executive
offices)
Registrant's telephone number, including area code:(215) 629-6000
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Series A Common Stock
(Title of Class)
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Item 11. Description of Registrant's Securities to be
Registered.
SERIES A COMMON STOCK
On July 23, 1986, a reclassification of the Common
Stock of the Company into Series A Common Stock and Series B
Common Stock became effective. On that date at the Company's
adjourned Annual Meeting, the shareholders approved an amendment
to the Articles of the Company increasing the authorized shares
of Common Stock from 20,000,000 to 40,000,000, divided into
20,000,000 shares of Series A Common Stock and 20,000,000 shares
of Series B Common Stock.
On the effective date of the reclassification, of the
6,282,283 shares of Common Stock outstanding, approximately
3,389,999 shares were reclassified and changed into Series A
Common Stock and 2,892,284 were reclassified and changed into
Series B Common Stock.
Certificates for the Series B Common Stock are being
delivered to the holders thereof which are less than 500 in
number, and the Series B Common Stock is not being registered
under the Securities Exchange Act of 1934.
Outstanding certificates for Common Stock from and
after July 23, 1986 represent shares of Series A Common Stock
which is a NASDAQ National Market System security and the Series
A Common Stock has been assigned CUSIP Number 863200 10 1, which
is the same CUSIP Number as had been assigned to the Common
Stock. The Series A Common Stock is essentially a continuation
of the terms of the Common Stock immediately prior to the
reclassification, except for the redesignation as Series A Common
Stock.
A description of the Series A Common Stock, par value
$1 per share, of Strawbridge & Clothier appears in Item 3 -
"PROPOSED AMENDMENT TO THE ARTICLES TO INCREASE THE AUTHORIZED
COMMON STOCK AND RECLASSIFY THE ISSUED COMMON STOCK INTO SERIES A
COMMON STOCK AND SERIES B COMMON STOCK," under the following
captions (at the page indicated) in the Company's Annual Meeting
Proxy Statement dated May 12, 1986:
"A. Introduction (pages 6-7).
"B. Description of the Series A Common Stock and
the Series B Common Stock" (pages 7-9).
"D. Purpose and Effect of the Proposal" (pages
10-14).
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The referenced discussions are hereby incorporated herein by
reference. The Proxy Statement is included as Exhibit (28)(i)
hereto.
Certain Voting Rights
Whenever any corporate action is to be taken by vote of
the shareholders adopting, amending or repealing the By-laws, or
pursuant to Section 311 (Sale of Assets), Section 405A (Removal
of Directors), Section 409.1C (Transactions with Interested
Shareholders), Section 703 (Distributions in Partial Liquidation)
or Articles VIII (Amendment of Articles), IX (Merger,
Consolidation and Certain Other Fundamental Transactions) or XI
(Dissolution) of the Pennsylvania Business Corporation Law or any
successor provisions thereto, in addition to any other vote
required by the Pennsylvania Business Corporation Law or the
Articles of the Company, the proposed corporate action shall be
authorized only (i) upon receiving at least two-thirds of the
votes which all voting shareholders are entitled to cast thereon
or (ii) in the event that the corporate action has been proposed
by a majority of the Board of Directors, upon receiving at least
a majority of the votes which all voting shareholders are
entitled to cast thereon. The vote required to call a special
meeting of shareholders called by the shareholders is a majority
of votes entitled to be cast.
Classification of the Board of Directors
Section 4.03 of the By-laws of the Company provides for
a classified Board of Directors, which presently number thirteen,
divided into three classes as nearly equal in number as possible
to serve for a term of three years.
Subchapters 25E-H of the Pennsylvania Business Corporation
Law
The registrant is subject to the provisions of
Subchapters 25E-H of the Pennsylvania Business Corporation Law.
Subchapter 25E (relating to control transactions)
provides that if any person or group acquires 20% or more of the
voting power of a covered corporation, the remaining shareholders
may demand from such person or group the fair value of their
shares, including a proportionate amount of any control premium.
Subchapter 25F (relating to business combinations)
delays for five years and imposes conditions upon "business
combinations" between an "interested shareholder" and the
corporation. The term "business combination" is defined broadly
to include various transactions utilizing a corporation's assets
for purchase price amortization or refinancing purposes. An
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"interested shareholder" is defined generally as the beneficial
owner of at least 20% of a corporation's voting shares.
Subchapter 25G (relating to control-share acquisitions)
prevents a person who has acquired 20% or more of the voting
power of a covered corporation from voting such shares unless the
"disinterested" shareholders approve such voting rights. Failure
to obtain such approval exposes the owner to the risk of a forced
sale of the shares to the issuer. If shareholder approval is
obtained, the corporation is also subject to Subchapters 25I and
J. Subchapter 25I provides for a minimum severance payment to
certain employees terminated within two years of the approval.
Subchapter 25J prohibits the abrogation of certain labor
contracts prior to their stated date of expiration.
Subchapter 25H (relating to disgorgement) applies in
the event that (1) any person or group publicly discloses that
the person or group may acquire control of the corporation or (2)
a person or group acquires (or publicly discloses an offer or
intent to acquire) 20% or more of the voting power of the
corporation and, in either case, sells shares within 18 months
thereafter. Any profits from sales of equity securities of the
corporation by the person or group during the 18-month period
belong to the corporation if the securities that were sold were
acquired during the 18-month period or within 24 months prior
thereto.
Subchapters 25E-H contain a wide variety of
transactional and status exemptions, exclusions and safe harbors.
The foregoing descriptions of Subchapters 25E-J are qualified in
their entirety by reference to the statutory provisions which are
attached as Exhibit (28)(ii) hereto and incorporated herein by
reference.
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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
Amendment No. 6 to Form 10 to be signed on its behalf by the
undersigned, thereunto duly authorized.
STRAWBRIDGE & CLOTHIER
By:/s/ Steven L. Strawbridge
Name: Steven L. Strawbridge
Title: Vice President, Treasurer
and Secretary
Date: August 4, 1995
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