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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
Chartwell Dividend and Income Fund, Inc.
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(Exact name of registrant as specified in its charter)
Maryland [Applied For]
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(State of incorporation or organization) (I.R.S. Employer I.D. No.)
400 Bellevue Parkway, Wilmington, Delaware 19809
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(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
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Common Stock (par value per New York Stock Exchange
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share $.01)
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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: 333-49969
Securities to be registered pursuant to Section 12(g) of the Act:
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(Title of class)
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(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
ITEM 202. DESCRIPTION OF REGISTRANT'S SECURITIES.
(a) COMMON STOCK. A description of the securities to be registered
comparable to that which is required here is contained in the
sections entitled "DIVIDENDS AND DISTRIBUTIONS," "AUTOMATIC DIVIDEND
REINVESTMENT PLAN" and "DESCRIPTION OF COMMON STOCK," which are
incorporated herein by reference to Pre-Effective Amendment No. 1 to
the Registrant's Registration Statement on Form N-2 (File Nos.
333-49969/811-08747) as filed with the Securities and Exchange
Commission on May 26, 1998 under the Securities Act of 1933 and the
Investment Company Act of 1940 ("Pre-Effective Amendment No. 1").
(b) DEBT SECURITIES. Not Applicable.
(c) WARRANTS AND RIGHTS. Not Applicable.
(d) OTHER SECURITIES. Not Applicable.
(e) MARKET INFORMATION FOR SECURITIES OTHER THAN
COMMON EQUITY. Not Applicable.
(f) AMERICAN DEPOSITORY RECEIPTS. Not Applicable.
ITEM 2. EXHIBITS.
1.1 Specimen Common Share Certificate.
2.1 The Registrant's Articles of Amendment and Restatement.
2.2 The Registrant's By-laws as amended and restated on June 1,
1998.
All other exhibits are incorporated herein by reference to
Pre-Effective Amendment No. 1.
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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 registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Signature: CHARTWELL DIVIDEND AND INCOME FUND, INC.
By: /s/ Winthrop S. Jessup
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Winthrop S. Jessup
Chairman of the Board
Date: May 31, 1998
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT NAME
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1.1 Specimen Common Stock Certificate.
2.1 The Registrant's Articles of Amendment and Restatement.
2.2 The Registrant's By-laws as amended and restated on June 1,
1998.