Smith AO Corp – ‘8-A12B’ on 12/5/94

As of:  Monday, 12/5/94   ·   Accession #:  897069-94-117   ·   File #:  1-00475

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      A.O. Smith Corporation Form 8-A                        3     19K 

Document Table of Contents

8-A12B
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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

 A. O. SMITH CORPORATION
(Exact name of registrant as specified in its charter)

       Delaware                             39-0619790
(State of incorporation or organization)         (I.R.S. Employer         
                                         Identification No.)

11270 West Park Place, Milwaukee, Wisconsin               53224           
(Address of principal executive offices)               (Zip Code)       

Securities to be Registered Pursuant to Section 12(b) of the Act:         

Common Stock, $1.00 Par Value             New York Stock Exchange         
(Title of each class to be registered)   (Name of each exchange on        
                                 which each class is to be
                                     registered)

Securities to be Registered Pursuant to Section 12(g) of the Act: None    

8-A12B
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ITEM 1.   Description of Registrant's Securities to be Registered.        

Common Stock, $1 Par Value.                                 

  The capital stock of A. O. Smith Corporation (the "Company" or
       "Registrant") to be registered on the New York Stock Exchange, Inc.
      (the "Exchange") is the Registrant's Common Stock, which has a par
value of $1 per share.                                      

       Under the Restated Certificate of Incorporation, the Registrant has
 the authority to issue Class A Common Stock, $5 par value per
     share, Common Stock, $1 par value per share, and Preferred Stock,
$1 par value per share.  There are no outstanding shares of 
     Preferred Stock, and the Company's Class A Common Stock is listed
on the American Stock Exchange, Inc.                        

General Terms                                               

       Each issued and outstanding share of Common Stock is fully paid and
    nonassessable, except as otherwise provided by applicable law of
      any state in which the Company holds a certificate of authority to
     do business. Under a decision of the Wisconsin Supreme Court that
       applies such statute to corporations, such as the Company, licensed
to do business in Wisconsin, the holders of Common Stock are
 personally liable for the unpaid wage claims of the Company's
    employees, not to exceed six months' service in any one case, as
       provided in Section 180.0622(2)(b) of the Wisconsin Statutes and as
       such section may be interpreted by a court of law. The Common Stock
    has no preemptive or conversion rights nor is it entitled to any
     redemption or sinking fund provisions. The rights and preferences
      of the Common Stock are subject to the prior rights and privileges
   of any Preferred Stock of the Company. The Common Stock and the
     Class A Common Stock have identical rights and privileges, except
     with respect to the dividend and voting rights and the conversion
rights of the Class A Common Stock, as described below.     

Dividend Rights                                             

Subject to the prior rights of any Preferred Stock and any  
  restriction on dividends in credit and other agreements of the
      Company, dividends may be paid on the Class A Common Stock and the
      Common Stock as and when declared by the Board of Directors out of
       funds legally available therefor. The Company may not pay dividends
  on the Class A Common Stock or on the Common Stock (other than
    dividends in shares of the Class A Common Stock or Common Stock)
 unless full cumulative dividends on any outstanding series of
   authorized Preferred Stock have been, or contemporaneously are,
declared and paid for all past dividend periods.            

     No cash dividend may be paid on the Class A Common Stock unless a
cash dividend at least equal in amount per share is paid    
concurrently on the Common Stock. The Company may pay cash  
 dividends on the Common Stock in excess of dividends paid, or
without paying dividends, on the Class A Common Stock. Stock
    dividends may be paid on the Class A Common Stock and the Common
       Stock, provided that a dividend of shares of one class of stock may
     be paid on that class of stock only if a simultaneous dividend is
     paid on the second class of stock, either in shares of the second
  class of stock or in shares of the first class of stock, in an
       amount equal on a per share basis to the dividend paid on the first
      class of stock. The shares of Class A Common Stock or Common Stock
   cannot be subdivided or combined unless there is a simultaneous
    equivalent subdivision or combination of the shares of the other
class of stock.                                             

Voting Rights                                               

       Except for the election and removal of directors and except where a
       class vote is required by the Restated Certificate of Incorporation
  or applicable Delaware law, the Common Stock votes as a single
     class with the Class A Common Stock on all matters which may come
       before any meeting of stockholders, with each share of Common Stock
      entitled to one-tenth of one vote and each share of Class A Common
Stock entitled to one vote.  The Restated Certificate of    
     Incorporation provides for separate class voting for the approval
of certain actions, such as the amendment of the Restated   
      Certificate of Incorporation or the merger or consolidation of the
       Company, if they adversely affect the rights of stockholders of any
class.                                                      

     As long as the number of outstanding shares of Common Stock is at
      least 10% of the aggregate number of outstanding shares of Class A
  Common Stock and Common Stock, the holders of Common Stock are
entitled, as a class, to elect 25% of the Board of Directors
      (rounded up to the nearest whole number). As long as the number of
       outstanding shares of Class A Common Stock is at least 12.5% of the
      aggregate number of outstanding shares of Class A Common Stock and
      Common Stock, the holders of Class A Common Stock are entitled, as
    a class, to elect the remaining directors, subject to any voting
   rights granted in connection with the creation of any series of
 authorized Preferred Stock. Under the Restated Certificate of
     Incorporation and Delaware law, only holders entitled to vote for
  election of a director are entitled to vote on removal of that
director.                                                   

   If, on the record date for any meeting of stockholders at which
    directors are to be elected, the number of outstanding shares of
Common Stock is less than 10% of the aggregate number of    
    outstanding shares of Class A Common Stock and Common Stock, the
     holders of Common Stock do not have the right to elect 25% of the
       Board of Directors, and all directors are elected by the holders of
      shares of Class A Common Stock and Common Stock voting together as
 a single class, subject to any voting rights of any series of
   authorized Preferred Stock, provided that, with respect to such
     election, the holders of Class A Common Stock will be entitled to
     one vote per share and the holders of Common Stock will have one-
tenth of one vote per share.                                

   If, on the record date for any meeting of stockholders at which
    directors are to be elected, the number of outstanding shares of
      Class A Common Stock is less than 12.5% of the aggregate number of
    outstanding shares of Class A Common Stock and Common Stock, the
     holders of Common Stock are entitled to elect 25% of the Board of
       Directors and all remaining directors are elected by the holders of
    all shares of Class A Common Stock (with one vote per share) and
       Common Stock (with one-tenth of one vote per share) voting together
    as a single class, subject to any voting rights of any series of
authorized Preferred Stock.                                 

Conversion Rights of Class A Common Stock                   

      The Class A Common Stock is convertible at any time, at the option
     of the holder, into Common Stock on a share-for-share basis, upon
  surrender of stock certificates evidencing such Class A Common
      Stock to the Company or its transfer agent, Firstar Trust Company.
     Shares of Class A Common Stock are not convertible into any other
       securities. Shares of Common Stock are not convertible into Class A
Common Stock or any other securities.                       

Liquidation Rights                                          

   Upon liquidation, subject to the prior rights of any authorized
   Preferred Stock which may be issued, the holders of the Class A
       Common Stock and the Common Stock are entitled to share pro rata in
any assets of the Company available for distribution to     
stockholders after payments of all debts.                   

Preferred Stock                                             

     The Board of Directors has the authority to issue Preferred Stock
       from time to time in one or more series without further stockholder
    approval. In creating any such series, the Board of Directors is
      authorized to fix the designation, number of shares and any voting
      rights (provided that, so long as any Common Stock is outstanding,
       no authorized Preferred Stock can have more than one vote per share
    nor be entitled to vote with the Common Stock in the election of
 25% of the Board of Directors), conversion rights, redemption
 provisions, dividend rates, liquidation preferences and other
      relative, participating, optional or other rights, qualifications,
limitations or restrictions of such series.                 

ITEM 2:   Exhibits                                                        

       The Common Stock of the Company is to be registered on the New York
       Stock Exchange, Inc. on which no other securities of the Registrant
      are registered. Accordingly, the following exhibits have been duly
       filed with the New York Stock Exchange but, pursuant to Instruction
II as to Exhibits on Form 8-A, are not being filed with the 
Commission:                                                 

  Registrant's Form 10-K Annual Report for the fiscal year ended
December 31, 1993                                     

   Registrant's Form 10-Q Quarterly Report for the fiscal quarters
    ended March 31, 1994, June 30, 1994 and September 30, 1994

      Definitive Proxy Statement and accompanying Notice with respect to
          Registrant's Annual Stockholders' Meeting held on April 13, 1994

Restated Certificate of Incorporation of Registrant         

By-laws of Registrant as amended                            

Specimen of Registrant's Common Stock certificate           

  Registrant's Annual Report to Shareholders with respect to its
fiscal year ended December 31, 1993                   

8-A12B
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 SIGNATURE

Pursuant to the requirements of Section 12 of the Securities and Exchange 
Act of 1934, the Registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereto duly authorized.      

         A. O. SMITH CORPORATION

         By:  DONALD M. HEINRICH
              Donald M. Heinrich
                               Vice President-Business Development

Dated:   December 5, 1994                                                 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12B’ Filing		Date		First		Last			Other Filings
Filed on:		12/5/94		3
		9/30/94		2					10-Q
		6/30/94		2					10-Q
		4/13/94		2					DEF 14A
		3/31/94		2					10-Q
		12/31/93		2					10-K
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