SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 FOREMOST CORPORATION OF AMERICA (Exact name of registrant as specified in its charter) DELAWARE NO. 38-1863522 (State of incorporation or organization) (IRS Employer Identification No.) 5600 BEECH TREE LANE CALEDONIA, MICHIGAN 49316 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 Common stock, $1.00 par value New York Stock Exchange together with attached Rights to purchase Common Stock, $1.00 par value 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. INTRODUCTION The securities of Foremost Corporation of America (the "Company") for which the Company has made an original application for listing on the New York Stock Exchange consist of 11,201,666 shares of Common Stock, par value $1.00 per share (CUSIP No. 345469 10 0), together with attached Rights to Purchase Common Stock, par value $1.00 per share. AUTHORIZED, ISSUED, AND RESERVED SHARES The Company is authorized to issue 35,000,000 shares of Common Stock, par value of $1.00 per share. As of March 27, 1996 there were outstanding 10,049,394 shares of Common Stock. A total of 964,051 shares of Common Stock were reserved for issuance under the Company's Non-Qualified Stock Option Plan; 56,783 shares of Common Stock were reserved for issuance under the Company's Long-Term Incentive Plan; 18,842 shares of Common Stock were reserved for issuance and may be issued pursuant to the Company's Directors' Restricted Stock Plan; 1,688 shares of Common Stock were reserved for issuance under the Company's 1988 Restricted Stock Plan; and 110,908 shares of Common Stock were reserved for issuance under the Company's 1989 Stockholder Rights Plan. DIVIDEND RIGHTS The holders of the Company's Common Stock are entitled to dividends to the extent funds are legally available and the Board of Directors declares payment. Dividend payments are limited by the provisions of instruments relating to long-term debt. VOTING RIGHTS Each holder of the Company's Common Stock is entitled to one vote for each share held. LIQUIDATION RIGHTS The holders of the Company's Common Stock are entitled on liquidation to receive the net assets of the Company in proportion to the respective number of shares held by them. PREEMPTIVE RIGHTS The holders of the Company's Common Stock do not have any preemptive rights to subscribe or to purchase any shares of Common Stock or any other securities which may be issued by the Company except as described below. RIGHTS TO PURCHASE COMMON STOCK Pursuant to the 1989 Stockholder Rights Plan, which was approved by the Company's Board of Directors on December 14, 1989, rights to purchase Common Stock ("Rights") were distributed as a dividend at a rate of one Right for each share of the Common Stock held as of the close of business on December 26, 1989. Each Right expires on December 14, 1999. Each Right entitles its holder to buy one one-hundredth of a share of Common Stock at an exercise price of $110. The Rights will be exercisable only if a person or group acquires beneficial ownership of 20 percent or more of the Company's outstanding Common Stock or commences a tender or exchange offer upon consummation of which a person or group would beneficially own 20 percent or more of the Company's outstanding Common Stock. TRANSFER AGENT AND REGISTRAR The Company's transfer agent, registrar, and dividend disbursing agent is Society National Bank, Cleveland, Ohio. MISCELLANEOUS All of the outstanding shares of the Common Stock of the Company are fully paid and nonassessable. The Company regularly sends annual reports containing audited consolidated financial statements to its stockholders. The outstanding shares of the Company's Common Stock are currently listed on the NASDAQ National Market System. Item 2. EXHIBITS. All exhibits required by Instruction II to Item 2 have been or will be supplied to the New York Stock Exchange 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. FOREMOST CORPORATION OF AMERICA Date April 2, 1996 By /S/ R. L. ANTONINI R. L. Antonini Chairman, Chief Executive Officers and President