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)
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
------------------- ------------------------------
___% Cumulative Preferred New York Stock Exchange, Inc.
Stock, Series B, par value
$1.00 per share, liquidation
preference $25.00 per share
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: 333-107615 (if applicable).
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 Series B
Preferred Stock" in the Prospectus which constitutes part of the Registrant's
registration statement on Form N-2 (Securities Act File No. 333-107615 and
Investment Company Act File No. 811-00041) relating to the offering of an
aggregate of 8,000,000 shares of __% Cumulative Preferred Stock, Series B, of
General American Investors Company, Inc. filed via EDGAR with the Securities and
Exchange Commission on September 17, 2003, as amended, shall be deemed to be
incorporated by reference into this registration statement.
ITEM 2. EXHIBITS.
The following exhibits are filed as part of this registration
statement.
Exhibit
Number Description
------- -----------
A.1 Restated Certificate of Incorporation--incorporated by reference
to Exhibit A(1) of the Registrant's Registration Statement on Form
N-2 (File Nos. 333-48431 and 811-00041) filed with the Securities
and Exchange Commission on March 20, 1998.
A.2 Certificate of Amendment to the Restated Certificate of
Incorporation, dated April 28, 1987--incorporated by reference to
Exhibit A(2) of the Registrant's Registration Statement on Form
N-2 (File Nos. 333-48431 and 811-00041) filed with the Securities
and Exchange Commission on March 20, 1998.
A.3 Certificate of Amendment to the Restated Certificate of
Incorporation, dated March 19, 1992--incorporated by reference to
Exhibit A(3) of the Registrant's Registration Statement on Form
N-2 (File Nos. 333-48431 and 811-00041) filed with the Securities
and Exchange Commission on March 20, 1998.
A.4 Certificate of Amendment to the Restated Certificate of
Incorporation, dated March 11, 1998--incorporated by reference to
Exhibit A(4) of the Registrant's Registration Statement on Form
N-2 (File Nos. 333-48431 and 811-00041) filed with the Securities
and Exchange Commission on March 20, 1998.
A.5 Certificate of Correction to the Certificate of Amendment to the
Restated Certificate of Incorporation, dated March 20, 1998--
incorporated by reference to Exhibit A(5) of the Registrant's
Registration Statement on Form N-2 (File Nos. 333-48431 and
811-00041) filed with the Securities and Exchange Commission on
March 20, 1998.
A.6 Series A Preferred Stock Certificate of Designations--
incorporated by reference to Exhibit A(6) of the Registrant's
Amendment No. 2 to the Registration
Statement on Form N-2 (File Nos. 333-48431 and 811-00041), filed
with the Securities and Exchange Commission on June 10, 1998.
A.7 Series B Preferred Stock Certificate of Designations--
incorporated by reference to Exhibit A(7) of the Registrant's
Amendment No. 3 to the Registration Statement on Form N-2 (File
Nos. 333-107615 and 811-00041), filed with the Securities and
Exchange Commission on September 17, 2003.
A.8 Certificate of Amendment to the Restated Certificate of
Incorporation dated March 13, 2000--incorporated by reference to
Exhibit (A)(8) of the Registrant's Registration Statement on Form
N-2 (File Nos. 333-107615 and 811-00041), filed with the
Securities and Exchange Commission on August 4, 2003.
B.1 By-Laws--incorporated by reference to Exhibit B of the
Registrant's Registration Statement on Form N-2 (File Nos.
333-48431 and 811-00041), filed with the Securities and Exchange
Commission on March 20, 1998.
B.2 Amendment to By-Laws dated April 11, 2001--incorporated by
reference to Exhibit B(2) of the Registrant's Amendment No. 1 to
the Registration Statement on Form N-2 (File Nos. 333-107615 and
811-00041), filed with the Securities and Exchange Commission on
September 11, 2003.
D Series B Specimen Stock Certificate--incorporated by reference to
Exhibit D(2) of the Registrant's Amendment No. 1 to the
Registration Statement on Form N-2 (File Nos. 333-107615 and
811-00041) filed with the Securities and Exchange Commission on
September 11, 2003.
H.1 Form of Underwriting Agreement--incorporated by reference to
Exhibit H(1) of the Registrant's Amendment No. 3 to the
Registration Statement on Form N-2 (File Nos. 333-107615 and
811-00041) filed with the Securities and Exchange Commission on
September 17, 2003.
H.2 Form of Master Agreement Among Underwriters--incorporated by
reference to Exhibit H(2) of the Registrant's Amendment No. 1 to
the Registration Statement on Form N-2 (File Nos. 333-107615 and
811-00041) filed with the Securities and Exchange Commission on
September 11, 2003.
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: September 17, 2003
By: /s/ Eugene L. DeStaebler, Jr.
--------------------------------------
Name: Eugene L. DeStaebler, Jr.
Title: Vice-President, Administration
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
A.1 Restated Certificate of Incorporation--incorporated by reference to
Exhibit A(1) of the Registrant's Registration Statement on Form N-2
(File Nos. 333-48431 and 811-00041) filed with the Securities and
Exchange Commission on March 20, 1998.
A.2 Certificate of Amendment to the Restated Certificate of
Incorporation, dated April 28, 1987--incorporated by reference to
Exhibit A(2) of the Registrant's Registration Statement on Form N-2
(File Nos. 333-48431 and 811-00041) filed with the Securities and
Exchange Commission on March 20, 1998.
A.3 Certificate of Amendment to the Restated Certificate of
Incorporation, dated March 19, 1992--incorporated by reference to
Exhibit A(3) of the Registrant's Registration Statement on Form N-2
(File Nos. 333-48431 and 811-00041) filed with the Securities and
Exchange Commission on March 20, 1998.
A.4 Certificate of Amendment to the Restated Certificate of
Incorporation, dated March 11, 1998--incorporated by reference to
Exhibit A(4) of the Registrant's Registration Statement on Form N-2
(File Nos. 333-48431 and 811-00041) filed with the Securities and
Exchange Commission on March 20, 1998.
A.5 Certificate of Correction to the Certificate of Amendment to the
Restated Certificate of Incorporation, dated March 20, 1998--
incorporated by reference to Exhibit A(5) of the Registrant's
Registration Statement on Form N-2 (File Nos. 333-48431 and
811-00041) filed with the Securities and Exchange Commission on
March 20, 1998.
A.6 Series A Preferred Stock Certificate of Designations--incorporated
by reference to Exhibit A(6) of the Registrant's Amendment No. 2 to
the Registration Statement on Form N-2 (File Nos. 333-48431 and
811-00041), filed with the Securities and Exchange Commission on
June 10, 1998.
A.7 Series B Preferred Stock Certificate of Designations--incorporated
by reference to Exhibit A(7) of the Registrant's Amendment No. 3 to
the Registration Statement on Form N-2 (File Nos. 333-107615 and
811-00041), filed with the Securities and Exchange Commission on
September 17, 2003.
A.8 Certificate of Amendment to the Restated Certificate of
Incorporation dated March 13, 2000--incorporated by reference to
Exhibit (A)(8) of the Registrant's Registration Statement on Form
N-2 (File Nos. 333-107615 and 811-00041), filed with the Securities
and Exchange Commission on August 4, 2003.
B.1 By-Laws--incorporated by reference to Exhibit B of the Registrant's
Registration Statement on Form N-2 (File Nos. 333-48431 and
811-00041), filed with the Securities and Exchange Commission on
March 20, 1998.
B.2 Amendment to By-Laws dated April 11, 2001--incorporated by
reference to Exhibit B(2) of the Registrant's Amendment No. 1 to the
Registration Statement on Form N-2 (File Nos. 333-107615 and
811-00041), filed with the Securities and Exchange Commission on
September 11, 2003.
D Series B Specimen Stock Certificate--incorporated by reference to
Exhibit D(2) of the Registrant's Amendment No. 1 to the Registration
Statement on Form N-2 (File Nos. 333-107615 and 811-00041) filed
with the Securities and Exchange Commission on September 11, 2003.
H.1 Form of Underwriting Agreement--incorporated by reference to
Exhibit H(1) of the Registrant's Amendment No. 3 to the Registration
Statement on Form N-2 (File Nos. 333-107615 and 811-00041) filed
with the Securities and Exchange Commission on September 17, 2003.
H.2 Form of Master Agreement Among Underwriters--incorporated by
reference to Exhibit H(2) of the Registrant's Amendment No. 1 to the
Registration Statement on Form N-2 (File Nos. 333-107615 and
811-00041) filed with the Securities and Exchange Commission on
September 11, 2003.