File No. 0-14282
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
T. Rowe Price Associates, Inc.
(Exact name of registrant as specified in its charter)
Maryland 52-0556948
(State of incorporation organization) (IRS Employer
Identification No.)
100 East Pratt Street, Baltimore, MD 21202
(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
None
Securities to be registered pursuant to Section 12(g) of the Act.
Common Stock (par value $.20 per share)
(Title of class)
(Title of class)
File No. 0-14282
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered:
General
The authorized capital stock of the Corporation consists of
120,000,000 shares of capital stock, $.20 par value per share, of
which 100,000,000 shares are common stock (the "Common Stock")
and 20,000,000 shares are preferred stock (the "Preferred
Stock"). As of April 7, 1995, there were issued and outstanding
28,437,380 shares of Common Stock and no shares of Preferred
Stock.
The following summary of the terms of the Corporation's
capital stock does not purport to be complete and is qualified in
its entirety by reference to the applicable provisions of
Maryland law and the Corporation's charter (the "Charter").
The Transfer Agent and Registrar for the Corporation's
Common Stock is The First National Bank of Maryland, Baltimore,
Maryland.
Common Stock
Except as otherwise provided in the Charter or required by
law, each holder of Common Stock is entitled to one vote for each
share of Common Stock held. Cumulative voting for the election
of directors is not provided for in the Charter or the by-laws.
Subject to the prior rights of Preferred Stock which may be
classified and issued in the future, the holders of the Common
Stock of the Corporation are entitled to receive, pro-rata, such
dividends as may be declared by the Board of Directors out of
funds legally available therefor, and are also entitled to share,
pro-rata, in any other distribution to shareholders. There are
no conversion, redemption or sinking fund provisions and no
direct limitations in any indenture or agreement on the payment
of dividends. All outstanding shares of Common Stock are fully
paid and non-assessable. No stockholder of the Corporation has
any preemptive right to subscribe for additional issues of stock
or other securities of the Corporation.
The Corporation's Charter provides that any person or group
acting in concert that is the beneficial owner of more than 15%
of the shares of Common Stock outstanding shall have the right to
vote not more than 15% of such outstanding shares, with the
remaining shares excluded from the number of shares of Common
Stock considered to be outstanding for purposes of determining
the proportion of shares of Common Stock required to approve a
matter submitted for stockholder approval.
Preferred Stock
General. Under the Corporation's Charter, the Corporation
is authorized to issue 20,000,000 shares of Preferred Stock, in
one or more series. The Board of Directors is authorized to fix
and determine the terms, limitations and relative rights and
preferences of any of the series of the Preferred Stock
including, without limitation, the preferences, conversion and
other rights, voting powers, restrictions, limitations as to
dividends, qualifications, and terms and conditions of
redemption, to divide and issue any Preferred Stock in series,
and to fix and determine the variations among series to the
extent permitted by law, with no further authorization by
stockholders required for the creation and issuance thereof. The
Corporation may amend from time to time its Charter to increase
the number of authorized shares of Preferred Stock. Any such
amendment would require the approval of the holders of a majority
of the outstanding shares of Common Stock.
Special Statutory Requirements for Certain Transactions
Business Combination Statute. The Maryland General
Corporation Law establishes special requirements with respect to
"business combinations" between Maryland corporations and
"interested stockholders" unless exemptions are applicable.
Among other things, the law prohibits for a period of five years
a merger and other specified or similar transactions between a
corporation and an interested stockholder and requires a super-
majority vote for such transaction after the end of such five-
year period.
"Interested stockholders" are persons owning beneficially,
directly or indirectly, 10 % or more of the outstanding voting
stock of a Maryland corporation. "Business combinations" include
any merger or similar transaction subject to a statutory vote and
additional transactions involving transfers of assets or
securities in specified amounts to interested stockholders or
their affiliates. Unless an exemption is available, transactions
of these types may not be consummated between a Maryland
corporation and an interested stockholder or its affiliates for a
period of five years after the most recent date on which the
stockholder became an interested stockholder and thereafter may
not be consummated unless recommended by the board of directors
of the Maryland corporation and approved by the affirmative vote
of at least 80% of the voted entitled to be cast by all holders
of outstanding shares of voting stock and 66-2/3% of the votes
entitled to be cast by all holders of outstanding shares of
voting stock other than the interested stockholder. A business
combination with an interested stockholder which is approved by
the board of directors of a Maryland corporation at any time
before an interested stockholder first becomes an interested
stockholder is not subject to the special voting requirements.
The Corporation is currently exempt from this provision because
it had an interested stockholder on the date this statutory
provision became effective. The Board of Directors of the
Corporation may, in the future, without stockholder approval,
elect by board resolution to be subject to the foregoing
provision, in whole or in part, specifically, generally, or
generally by types, as to specifically identified or unidentified
interested stockholders.
Control Share Acquisition Statute. Maryland law imposes
limitations on the voting rights in a "control share
acquisition." The Maryland statute defines a "control share
acquisition" at the 20%, 33-1/3% and 50% acquisition levels, and
requires a two-thirds stockholder vote (excluding shares owned by
the acquiring person and certain members of management) to accord
voting rights to stock acquired in a control share acquisition.
The statute also requires Maryland corporations to hold a special
meeting at the request of an actual or proposed control share
acquiror generally within 50 days after a request is made with
the submission of an "acquiring person statement," but only if
the acquiring person (i) posts a bond for the cost of the meeting
and (ii) submits a definitive financing agreement to the extent
that financing is not provided by the acquiring person. In
addition, unless the charter or by-laws provide otherwise, the
statute gives the Maryland corporation, within certain time
limitations, various redemption rights if there is a stockholder
vote on the issue and the grant of voting rights is not approved,
or if an "acquiring person statement" is not delivered to the
target within 10 days following a control share acquisition.
Moreover, unless the charter and by-laws provide otherwise, the
statute provides that if, before a control share acquisition
occurs, voting rights are accorded to control shares which
results in the acquiring person having majority voting power,
then minority stockholders have appraisal rights. An acquisition
of shares may be exempted from the control share statute provided
that a charter or by-law provision is adopted for such purpose
prior to the control share acquisition. There are no such
provisions in the charter or by-laws of the Corporation.
Reference is made to the full text of the foregoing statutes
for their entire terms, and the partial summary contained in this
Prospectus is not intended to be complete.
Federal Securities Laws
Under the Investment Company Act of 1940 and the Investment
Advisers Act of 1940, each as amended, an "assignment" of an
investment advisory agreement causes the agreement to be
terminated, and "assignment" includes any direct or indirect
transfer of a controlling block of the assignor's outstanding
voting securities by a security holder of the assignor. As
defined in the Investment Company Act, any person who owns
beneficially, either directly or through one or more controlled
companies, more than 25% of the voting securities of a company
shall be presumed to control such company and any person who does
not own more than 25% of the voting securities of any company
shall be presumed not to control such company.
Reference is made to the full text of the statute for its
entire terms, and this partial summary is not intended to be
complete.
Item 2. Exhibit:
3.(i) Composite Restated Charter of the Company
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.
T. ROWE PRICE ASSOCIATES, INC.
(Registrant)
Date: April 21, 1995 By: /s/
George A. Roche, Managing Director
and Chief Financial Officer