-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T6AKhLr9y9+rO6fN4v81SMV+hoJO2Fuq6/zLXDduA58P6f8u6KWk1pjRtohinNpY kVcs9YIcPd0mm8wF1P/a6Q== 0000891836-98-000403.txt : 19980617 0000891836-98-000403.hdr.sgml : 19980617 ACCESSION NUMBER: 0000891836-98-000403 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980616 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL AMERICAN INVESTORS CO INC CENTRAL INDEX KEY: 0000040417 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 13509850 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: SEC FILE NUMBER: 001-14233 FILM NUMBER: 98648768 BUSINESS ADDRESS: STREET 1: 450 LEXINGTON AVENUE STREET 2: SUITE 3300 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129168400 MAIL ADDRESS: STREET 1: 450 LEXINGTON AVENUE STREET 2: SUITE 3300 CITY: NEW YORK STATE: NY ZIP: 10017 8-A12B 1 FORM 8-A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 GENERAL AMERICAN INVESTORS COMPANY, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 13-5098450 (State of Incorporation or Organization)(I.R.S. Employer Identification No.) 450 Lexington Avenue Suite 3300 New York, New York 10017 (Address of Principal Executive Offices)(Zip Code) If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. |X| If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. |_| Securities Act registration statement file number to which this form relates: 333- 48431 (if applicable). 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 ------------------- ------------------------------ ___% Tax-Advantaged New York Stock Exchange, Inc. Cumulative Preferred Stock, Series A, Liquidation Preference $25 per Share, par value $1.00 per Share Securities to be registered pursuant to Section 12(g) of the Act: None (Title of Class) ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The material set forth under the caption "Description of Cumulative Preferred Stock" in the Prospectus which constitutes part of the Registrant's registration statement on Form N-2 (Security Act File No. 333-48431 and Investment Company Act File No. 811-00041) relating to the Offering of 6,000,000 shares of __% Tax-Advantaged Cumulative Preferred Stock, Series A of General American Investors Company, Inc. filed via EDGAR with the Securities and Exchange Commission on March 20, 1998, as amended, shall be deemed to be incorporated by reference into this registration statement. ITEM 2. EXHIBITS. The following exhibits as permitted by Instruction I are incorporated by reference into this registration statement. Exhibit Number Description - ------ ----------- A.1 Restated Certificate of Incorporation A.2 Certificate of Amendment to the Restated Certificate of Incorporation, dated April 28, 1987 A.3 Certificate of Amendment to the Restated Certificate of Incorporation, dated March 19, 1992 A.4 Certificate of Amendment to the Restated Certificate of Incorporation, dated March 11, 1998 A.5 Certificate of Correction to the Certificate of Amendment to the Restated Certificate of Incorporation, dated March 20, 1998 A.6 Certificate of Designations B By-Laws D Specimen Stock Certificate H.1 Form of Underwriting Agreement H.2 Form of Master Agreement Among Underwriters 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. GENERAL AMERICAN INVESTORS COMPANY, INC. (Registrant) Date: June 16, 1998 By: /s/ Eugene L. DeStaebler, Jr. -------------------------------------- Name: Eugene L. DeStaebler, Jr. Title: Vice-President, Administration EXHIBIT INDEX Exhibit Number Description Method of Filing - ------- ----------- ---------------- A.1 Restated Certificate of Incorporated by reference Incorporation from the Registrant's Registration Statement on Form N-2 (Security Act File No. 333-48431 and Investment Company Act File No. 811-00041) filed with the Securities and Exchange Commission on March 20, 1998, as amended. A.2 Certificate of Amendment Incorporated by reference to the Restated Certificate from the Registrant's of Incorporation, dated Registration Statement on April 28, 1987 Form N-2 (Security Act File No. 333-48431 and Investment Company Act File No. 811-00041) filed with the Securities and Exchange Commission on March 20, 1998, as amended. A.3 Certificate of Amendment Incorporated by reference to the Restated Certificate from the Registrant's of Incorporation, dated Registration Statement on March 19, 1992 Form N-2 (Security Act File No. 333-48431 and Investment Company Act File No. 811-00041) filed with the Securities and Exchange Commission on March 20, 1998, as amended. A.4 Certificate of Amendment Incorporated by reference to the Restated Certificate from the Registrant's of Incorporation, dated Registration Statement on March 11, 1998 Form N-2 (Security Act File No. 333-48431 and Investment Company Act File No. 811-00041) filed with the Securities and Exchange Commission on March 20, 1998, as amended. A.5 Certificate of Correction Incorporated by reference to the Certificate of from the Registrant's Amendment to the Registration Statement on Restated Certificate of Form N-2 (Security Act Incorporation, dated File No. 333-48431 and March 20, 1998 Investment Company Act File No. 811-00041) filed with the Securities and Exchange Commission on March 20, 1998, as amended. A.6 Certificate of Designations Incorporated by reference from the Registrant's Registration Statement on Form N-2 (Security Act File No. 333-48431 and Investment Company Act File No. 811-00041) filed with the Securities and Exchange Commission on March 20, 1998, as amended. Exhibit Number Description Method of Filing - ------- ----------- ---------------- B By-Laws Incorporated by reference from the Registrant's Registration Statement on Form N-2 (Security Act File No. 333-48431 and Investment Company Act File No. 811-00041) filed with the Securities and Exchange Commission on March 20, 1998, as amended. D Specimen Stock Certificate Incorporated by reference from the Registrant's Registration Statement on Form N-2 (Security Act File No. 333-48431 and Investment Company Act File No. 811-00041) filed with the Securities and Exchange Commission on March 20, 1998, as amended. H.1 Form of Underwriting Incorporated by reference Agreement from the Registrant's Registration Statement on Form N-2 (Security Act File No. 333-48431 and Investment Company Act File No. 811-00041) filed with the Securities and Exchange Commission on March 20, 1998, as amended. H.2 Form of Master Agreement Incorporated by reference Among Underwriters from the Registrant's Registration Statement on Form N-2 (Security Act File No. 333-48431 and Investment Company Act File No. 811-00041) filed with the Securities and Exchange Commission on March 20, 1998, as amended. -----END PRIVACY-ENHANCED MESSAGE-----