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
Lilly Industries, Inc.
______________________________________________________
(Exact name of registrant as specified in its charter)
Indiana 35-0471010
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
733 South West Street, Indianapolis, Indiana 46225
(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
Class A Common Stock,
Without Par Value New York Stock Exchange
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
Class A Common Stock, Without Par Value
The capital stock of Lilly Industries, Inc. (the
"Company" or "Registrant") to be registered on the New York Stock
Exchange, Inc. (the "Exchange"), is the Registrant's Class A
Common Stock without par value. The Company currently has
authorized 48,500,000 shares of Class A Common Stock, and
1,500,000 shares of Class B Common Stock. As of August 31, 1995,
22,286,147 shares of Class A Common Stock and 353,512 shares of
Class B Common Stock were issued and outstanding. There were
approximately 2,080 holders of record of shares of the Company's
Class A Common Stock and 75 holders of record of shares of the
Company's Class B Common Stock on that date.
Each share of Class A Common Stock and Class B Common
Stock carries equal dividend rights, entitling the holder of a
share to receive its proportionate share of such dividends as the
Board of Directors of the Company may lawfully declare. Each
share of Class A Common Stock and Class B Common Stock also
carries equal rights upon dissolution, entitling the holder
thereof to share ratably in those assets remaining after
creditors of the Company have been paid.
The holders of Class A Common Stock possess only
limited voting rights. They are entitled, voting separately as a
class, to elect two directors when the Board of Directors
consists of nine or fewer directors and to elect four directors
when the Board of Directors consists of ten or more directors.
They are also entitled, voting separately as a class, by the vote
of the holders of two-thirds in amount of the Class A Common
Stock, to vote upon any proposal to amend the Articles of
Incorporation to increase the number of authorized shares of
Class B Common Stock. In addition, they are entitled to vote in
common with the Class B Common Stock (each share of Class A
Common Stock and Class B Common Stock having one vote) upon the
merger, consolidation or dissolution of the Company, the sale of
substantially all its assets, and upon certain amendments of the
Articles of Incorporation involving a recapitalization or other
reclassification of the Company's shares. The holders of Class A
Common Stock possess no other voting rights.
The authorized number of shares of Class A Common Stock
may be increased either by the vote of the holders of two-thirds
in amount of the Class B Common Stock alone or by the votes,
separately by class, of the holders of two-thirds in amount of
the Class A Common Stock and the Class B Common Stock. If the
authorized number of shares of Class A Common Stock is increased
by the vote of the holders of the Class B Common Stock alone,
then the holders of both classes possess equal preemptive rights,
share for share, with respect to the additional shares of Class A
Common Stock authorized. Neither the holders of Class A Common
Stock nor the holders of Class B Common Stock possess any other
preemptive rights.
All remaining rights are possessed by the holders of
Class B Common Stock. Neither the holders of Class A Common
Stock nor the holders of Class B Common Stock have cumulative
voting rights. All of the shares of Class A Common Stock are
fully paid and non-assessable.
Shares of Class B Common Stock are held only by
individuals who are directors, officers or key employees of the
Company or its subsidiaries and are not transferable. The
Articles of Incorporation require those shares to be exchanged
with the Company for an equal number of shares of Class A Common
Stock at the holder's death, at the termination of his or her
employment by the Company or one of its subsidiaries, or at his
or her request. There is no established public trading market
for Class B Common Stock.
The transfer agent and registrar for shares of Class A
Common Stock is Bank One, Indianapolis, N.A. through October 31,
1995 and KeyCorp Shareholder Services, Inc. effective November 1,
1995.
Item 2. Exhibits
1. All exhibits required by Instruction II to Item 2 will
be supplied to the New York Exchange.
SIGNATURES
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, thereunto duly authorized.
LILLY INDUSTRIES, INC.
By: /s/ Roman J. Klusas
-------------------
Roman J. Klusas
Vice President, Chief
Financial Officer,
and Secretary
Dated: October 19, 1995