<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
_____________________
Date of Report (Date of earliest
event reported) November 9, 1994
Central Fidelity Banks, Inc.
(Exact name of registrant as specified in its charter)
Virginia 0-8829 54-1091649
(State of (Commission File Number) (IRS Employer
incorporation) Identification No.)
P.O. Box 27602, Richmond, Virginia 23261
(Address of principal executive offices) (Zip Code)
(804) 782-4000
(Registrant's telephone number,
including area code)
N/A
(Former name or former address, if changed since last report)
<PAGE> 2
Items 1-4. Not Applicable.
Item 5. Other Events.
On May 3, 1989, the Board of Directors of Central Fidelity
Banks, Inc., a Virginia corporation (the "Company"), declared a dividend
of
one right (a "Right") for each share of common stock, par value $5 per
share ("Common Stock"), of the Company held of record at the close of
business on May 18, 1989 (the "Record Date"), or issued thereafter and
prior to the Distribution Date (as hereinafter defined). The Rights were
issued pursuant to a Rights Agreement, dated as of May 3, 1989 (the
"Rights
Agreement"), between the Company and Mellon Bank, N.A., as Rights Agent.
On November 9, 1994, the Company amended and restated the Rights
Agreement
in its entirety (the "Restated Rights Agreement") and appointed Central
Fidelity National Bank to replace Mellon Bank, N.A. as Rights Agent. The
terms of the Rights, as so amended, are summarized herein.
Each Right entitles its registered holder to purchase from
the
Company, after the Distribution Date, one one-hundredth of a share of
Series A Junior Participating Preferred Stock, par value $25.00 per share
(the "Participating Preferred Stock"), for $110 (the "Purchase Price"),
subject to adjustment. The Rights will be evidenced by the Common Stock
certificates until the close of business on the earlier of the date
(either, the "Distribution Date") which is (i) the tenth business day (or
such later date as the Board of Directors of the Company may from time to
time fix by resolution adopted prior to the Distribution Date that would
otherwise have occurred) after the date on which any Person (as defined
in
the Restated Rights Agreement) commences a tender or exchange offer
which,
if consummated, would result in such Person's becoming an Acquiring
Person,
as defined below, or (ii) the tenth business day (or such earlier or
later
date as the Board of Directors of the Company may from time to time fix
by
resolution adopted prior to the Flip-in Date (as defined below) that
would
otherwise have occurred) after the first date of public announcement by
the
Company that such Person has become an Acquiring Person, other than as a
result of a Flip-over Transaction or Event (as defined below)(the "Flip-
in
Date"); provided that if a tender or exchange offer referred to in clause
(i) is cancelled, terminated or otherwise withdrawn prior to the
Distribution Date without the purchase of any shares of stock pursuant
thereto, such offer shall be deemed never to have been made. An
Acquiring
Person is any Person who is the Beneficial Owner (as defined in the
Restated Rights Agreement) of 10% or more of the outstanding shares of
Common Stock, provided, however, such term shall not include (i) the
Company, any wholly-owned subsidiary of the Company or any
<PAGE> 3
employee stock ownership or other employee benefit plan of the Company,
(ii) any person who is the Beneficial Owner of 10% or more of the
outstand-
ing Common Stock as of the date of the Restated Rights Agreement or who
shall become the Beneficial Owner of 10% or more of the outstanding
Common
Stock solely as a result of an acquisition of Common Stock by the
Company,
until such time as such Person acquires additional Common Stock, other
than
through a dividend or stock split, (iii) any Person who becomes an
Acquiring Person without any plan or intent to seek or affect control of
the Company if such Person, promptly divests sufficient securities such
that such 10% or greater Beneficial Ownership ceases or (iv) any Person
who
Beneficially Owns shares of Common Stock consisting solely of (A) shares
acquired pursuant to the grant or exercise of an option granted by the
Company in connection with an agreement to merge with, or acquire, the
Company prior to a Flip-in Date, (B) shares owned by such Person and its
Affiliates and Associates at the time of such grant, (C) shares,
amounting
to less than 1% of the outstanding Common Stock, acquired by Affiliates
and
Associates of such Person after the time of such grant and (D) Common
Shares which are held by such Person in trust accounts, managed accounts
or
in a fiduciary capacity for the benefit of third persons who are not
Affiliates or Associates of such Person or in respect of a debt
previously
contracted. The Restated Rights Agreement provides that, until the
Distribution Date, the Rights will be transferred with and only with the
Common Stock. Common Stock certificates issued prior to the Distribution
Date shall evidence one Right for each share of Common Stock represented
thereby and shall contain a legend incorporating by reference the terms
of
the Restated Rights Agreement (as such may be amended from time to time).
Notwithstanding the absence of the aforementioned legend or the existence
of an earlier form of legend, certificates evidencing shares of Common
Stock outstanding on or prior to November 9, 1994 shall also evidence one
Right for each share of Common Stock evidenced thereby. Promptly
following
the Distribution Date, separate certificates evidencing the Rights
("Rights
Certificates") will be mailed to holders of record of Common Stock at the
Distribution Date.
The Rights will not be exercisable until the Business Day (as
defined in the Restated Rights Agreement) following the Distribution
Date.
The Rights will expire on the earliest of (i) the Exchange Time (as
defined
below), (ii) the close of business on November 9, 2004, (iii) the date on
which the Rights are redeemed as described below and (iv) upon the merger
of the Company into another corporation pursuant to an agreement entered
into prior to a Flip-in Date (in any such case, the "Final Expiration
Date").
<PAGE> 4
The Purchase Price and the number of Rights outstanding, or
in
certain circumstances the securities purchasable upon exercise of the
Rights, are subject to adjustment from time to time to prevent dilution
in
the event of a Common Stock dividend on, or a subdivision or a
combination
into a smaller number of shares of, Common Stock, or the issuance or
distribution of any securities or assets in respect of, in lieu of or in
exchange for Common Stock.
In the event that prior to the Final Expiration Date a Flip-
in
Date occurs, the Company shall take such action as shall be necessary to
ensure and provide that each Right (other than Rights Beneficially Owned
by
the Acquiring Person or any affiliate or associate thereof, which Rights
shall become void) shall constitute the right to purchase from the
Company,
upon the exercise thereof in accordance with the terms of the Restated
Rights Agreement, that number of shares of Common Stock of the Company
having an aggregate Market Price (as defined in the Restated Rights
Agreement), on the date of the public announcement of an Acquiring
Person's
becoming such (the "Shares Acquisition Date") that gave rise to the Flip-
in
Date, equal to twice the Purchase Price for an amount in cash equal to
the
then current Purchase Price. In addition, the Board of Directors of the
Company may, at its option, at any time after a Flip-in Date and prior to
the time an Acquiring Person becomes the Beneficial Owner of more than
50%
of the outstanding shares of Common Stock, elect to exchange all (but not
less than all) the then outstanding Rights (other than Rights
Beneficially
Owned by the Acquiring Person or any affiliate or associate thereof,
which
Rights become void) for shares of Common Stock at an exchange ratio of
one
share of Common Stock per Right, appropriately adjusted to reflect any
stock split, stock dividend or similar transaction occurring after the
date
of the Distribution Date (the "Exchange Ratio"). Immediately upon such
action by the Board of Directors (the "Exchange Time"), the right to
exercise the Rights will terminate and each Right will thereafter
represent
only the right to receive a number of shares of Common Stock equal to the
Exchange Ratio.
Whenever the Company shall become obligated under the
preceding
paragraph to issue shares of Common Stock upon exercise of or in exchange
for Rights, the Company, at its option, may substitute therefor shares of
Participating Preferred Stock, at a ratio of one one-hundredth of a share
of Participating Preferred Stock for each share of Common Stock so
issuable.
In the event that prior to the Final Expiration Date the
Company enters into, consummates or permits to occur a
<PAGE> 5
transaction or series of transactions after the time an Acquiring Person
has become such in which, directly or indirectly, (i) the Company shall
consolidate or merge or participate in a binding share exchange with any
other Person if, at the time of the consolidation, merger or share
exchange
or at the time the Company enters into an agreement with respect to such
consolidation, merger or share exchange, the Acquiring Person controls
the
Board of Directors of the Company and either (A) any term of or
arrangement
concerning the treatment of shares of capital stock in such merger,
consolidation or share exchange relating to the Acquiring Person is not
identical to the terms and arrangements relating to other holders of
Common
Stock or (B) the Person with whom the transaction or series of
transactions
occurs is the Acquiring Person, an Affiliate or Associate of the
Acquiring
Person or acting in concert with the Acquiring Person or (ii) the Company
shall sell or otherwise transfer (or one or more of its subsidiaries
shall
sell or otherwise transfer) assets (A) aggregating more than 50% of the
assets (measured by either book value or fair market value) or
(B) generating more than 50% of the operating income or cash flow, of the
Company and its subsidiaries (taken as a whole) to any other Person
(other
than the Company or one or more of its wholly-owned subsidiaries) or to
two
or more such Persons which are affiliated or otherwise acting in concert,
if, at the time of such sale or transfer of assets or at the time the
Company (or any such subsidiary) enters into an agreement with respect to
such sale or transfer, the Acquiring Person controls the Board of
Directors
of the Company (a "Flip-over Transaction or Event"), the Company shall
take
such action as shall be necessary to ensure, and shall not enter into,
consummate or permit to occur such Flip-over Transaction or Event until
it
shall have entered into a supplemental agreement with the Person engaging
in such Flip-over Transaction or Event or the parent corporation thereof
(the "Flip-over Entity"), for the benefit of the holders of the Rights,
providing, that upon consummation or occurrence of the Flip-over
Transaction or Event (i) each Right shall thereafter constitute the right
to purchase from the Flip-over Entity, upon exercise thereof in
accordance
with the terms of the Restated Rights Agreement, that number of shares of
common stock of the Flip-over Entity having an aggregate Market Price on
the date of consummation or occurrence of such Flip-over Transaction or
Event equal to twice the Purchase Price for an amount in cash equal to
the
then current Purchase Price and (ii) the Flip-over Entity shall
thereafter
be liable for, and shall assume, by virtue of such Flip-over Transaction
or
Event and such supplemental agreement, all the obligations and duties of
the Company pursuant to the Restated Rights Agreement. For purposes of
the
foregoing description, the term "Acquiring Person" shall include any
<PAGE> 6
Acquiring Person and its Affiliates and Associates counted together as a
single Person.
The Board of Directors of the Company may, at its option, at
any time prior to the close of business on the Flip-in Date, redeem all
(but not less than all) the then outstanding Rights at a price of $.01
per
Right) (the "Redemption Price"), as provided in the Restated Rights
Agreement. Immediately upon the action of the Board of Directors of the
Company electing to redeem the Rights, without any further action and
without any notice, the right to exercise the Rights will terminate and
each Right will thereafter represent only the right to receive the
Redemp-
tion Price in cash for each Right so held.
The holders of Rights will, solely by reason of their
ownership
of Rights, have no rights as shareholders of the Company, including,
without limitation, the right to vote or to receive dividends.
The Restated Rights Agreement (which includes as Exhibit A
the
forms of Rights Certificate and Election to Exercise) is attached hereto
as
an exhibit and is incorporated herein by reference. The foregoing
descrip-
tion of the Rights is qualified in its entirety by reference to the
Restated Rights Agreement and such exhibit thereto.
Item 6. Not Applicable.
Item 7. Exhibits.
Exhibit No. Description
(4) Restated Rights Agreement, which
includes an amended Form of Rights
Certificate and of Election to
Exercise, included as Exhibit A to the
Restated Rights Agreement.
(99) Press release, dated November 10, 1994,
issued by the Company.
<PAGE> 7
SIGNATURE
Pursuant to the requirements of Section 12
of the Securities Exchange Act of 1934, the registrant has duly caused
this
report to be signed on its behalf by the undersigned, hereunto duly
authorized.
CENTRAL FIDELITY BANKS, INC.
By /s/ James F. Campbell
Name: James F. Campbell
Title: Senior Vice President
and Controller
Date: November 18, 1994
<PAGE> 8
EXHIBIT INDEX
Exhibit No.
Under Reg.
S-K, Item 601 Description
(4) Amended and Restated Rights Agreement,
dated as of November 9, 1994 (the
"Rights Agreement"), between Central
Fidelity Banks, Inc. and Central
Fidelity National Bank, as Rights
Agent, including as Exhibit A the forms
of Rights Certificate and Election to
Exercise.
(99) Press release, dated November 10, 1994,
issued by the Company.
<PAGE>
EXHIBIT
(4)
CENTRAL FIDELITY BANKS, INC.
and
CENTRAL FIDELITY NATIONAL BANK
Rights Agent
Amended and Restated Rights Agreement
Dated as of November 9, 1994
<PAGE> i
AMENDED AND RESTATED RIGHTS AGREEMENT
Table of Contents
Page
Article I
CERTAIN DEFINITIONS
Section 1.1 Certain Definitions .................... 2
Article II
THE RIGHTS
Section 2.1 Summary of Rights ...................... 13
Section 2.2 Legend on Common Share
Certificates ......................... 13
Section 2.3 Exercise of Rights;
Distribution of Rights Certificates ... 14
Section 2.4 Adjustments to Purchase Price;
Number of Rights ..................... 18
Section 2.5 Date on Which Exercise is
Effective ............................ 20
Section 2.6 Execution, Authentication, Delivery
and Dating of Rights
Certificates ......................... 21
Section 2.7 Registration, Registration of
Transfer and Exchange ................ 22
Section 2.8 Mutilated, Destroyed, Lost and
Stolen Rights Certificates ........... 24
Section 2.9 Persons Deemed Owners .................. 25
Section 2.10 Delivery and Cancellation of
Certificates ......................... 26
Section 2.11 Agreement of Rights Holders ............ 26
Article III
ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF
CERTAIN TRANSACTIONS
Section 3.1 Flip-in ................................ 28
Section 3.2 Flip-over .............................. 32
Article IV
THE RIGHTS AGENT
Section 4.1 General ................................ 34
Section 4.2 Merger or Consolidation or Change of
Name of Rights Agent ................. 35
Section 4.3 Duties of Rights Agent ................. 36
Section 4.4 Change of Rights Agent ................. 40
<PAGE> ii
Article V
MISCELLANEOUS
Section 5.1 Redemption ............................. 42
Section 5.2 Expiration ............................. 43
Section 5.3 Issuance of New Rights
Certificates ......................... 43
Section 5.4 Supplements and Amendments ............. 44
Section 5.5 Fractional Shares ...................... 45
Section 5.6 Rights of Action ....................... 45
Section 5.7 Holder of Rights Not Deemed a
Shareholder .......................... 46
Section 5.8 Notice of Proposed Actions ............. 47
Section 5.9 Notices ................................ 47
Section 5.10 Suspension of Exercisability ........... 48
Section 5.11 Costs of Enforcement ................... 49
Section 5.12 Successors ............................. 49
Section 5.13 Benefits of this Agreement ............. 49
Section 5.14 Determination and Actions by
the Board of Directors, etc........... 50
Section 5.15 Descriptive Headings ................... 50
Section 5.16 Governing Law .......................... 51
Section 5.17 Counterparts ........................... 51
Section 5.18 Severability ........................... 51
EXHIBITS
Exhibit A Form of Rights Certificate
(Together with Form of
Election to Exercise)
Exhibit B Form of Articles of Amendment
to Articles of Incorporation of
Central Fidelity Banks, Inc.
<PAGE> 1
AMENDED AND RESTATED RIGHTS AGREEMENT
AMENDED AND RESTATED RIGHTS AGREEMENT (as amended from time
to
time, this "Agreement"), dated as of November 9, 1994, between Central
Fidelity Banks, Inc., a Virginia corporation (the "Company"), and Central
Fidelity National Bank, a national banking association, as Rights Agent
(the "Rights Agent", which term shall include any successor Rights Agent
hereunder).
WITNESSETH:
WHEREAS, the Company and Mellon Bank, N.A., as rights agent,
entered into a Rights Agreement, dated as of May 3, 1989 (hereinafter
referred to as the "Original Rights Agreement") with respect to the
declaration of one preferred share purchase right ("Right") for each
Common
Share (as hereinafter defined) outstanding on May 18, 1989 (the "Record
Date"), each Right representing the right to purchase one one-hundredth
of
a share of participating preferred stock (which, as a result of two stock
splits of the Company, became the right to purchase four nine-hundredths
of
share of participating preferred stock), upon the terms and subject to
the
conditions set forth in the Original Rights Agreement, and the Board of
Directors authorized and directed the issuance of one Right with respect
to
each Common Share that became outstanding between the Record Date and the
earliest of the Distribution Date,
<PAGE> 2
the Redemption Date and the Final Expiration Date (as such terms were
defined in the Original Rights Agreement);
WHEREAS, the Original Rights Agreement provides that until
any
Person becomes an Acquiring Person (as such terms are defined in the
Original Rights Agreement), the Company may make any provisions with
respect to the Rights which the Company may deem necessary or desirable
and
that the Company may replace the rights agent;
WHEREAS, no Person has become an Acquiring Person (as such
terms are defined in the Original Rights Agreement);
WHEREAS, the Company desires to appoint Central Fidelity
National Bank to replace Mellon Bank, N.A. as rights agent;
WHEREAS, the Company wishes each Right to be the right to
acquire one one-hundredth Preferred Share (as hereinafter defined);
WHEREAS, the Company and the Rights Agent wish to amend and
restate the Original Rights Agreement in its entirety as follows:
NOW THEREFORE, in consideration of the premises and the
Mutual
agreements herein set forth, the parties hereby agree as follows:
<PAGE> 3
ARTICLE I
CERTAIN DEFINITIONS
1.1 Certain Definitions. For purposes of this Agreement,
the
following terms have the meanings indicated:
"Acquiring Person" shall mean any Person who is a Beneficial
Owner of 10% or more of the outstanding Common Shares; provided, however,
that the term "Acquiring Person" shall not include any Person (i) who is
the Beneficial Owner of 10% or more of the outstanding Common Shares on
the
date of this Agreement or who shall become the Beneficial Owner of 10% or
more of the outstanding Common Shares solely as a result of an
acquisition
by the Company of Common Shares, until such time hereafter or thereafter
as
any of such Persons shall become the Beneficial Owner (other than by
means
of a stock dividend or stock split) of any additional Common Shares, (ii)
who is the Beneficial Owner of 10% or more of the outstanding Common
Shares
but who acquired Beneficial Ownership of Common Shares without any plan
or
intention to seek or affect control of the Company, if such Person
promptly
enters into an irrevocable commitment promptly to divest, and thereafter
promptly divests (without exercising or retaining any power, including
voting, with respect to such shares), sufficient Common Shares (or
securities convertible into, exchangeable into or exercisable for Common
Shares) so that such Person ceases to be the Beneficial Owner of 10% or
more of the outstanding
<PAGE> 4
Common Shares or (iii) who Beneficially Owns Common Shares consisting
solely of one or more of (A) Common Shares Beneficially Owned pursuant to
the grant or exercise of an option granted to such Person by the Company
in
connection with an agreement to merge with, or acquire, the Company at a
time prior to a Flip-in Date, (B) Common Shares (or securities
convertible
into, exchangeable into or exercisable for Common Shares), Beneficially
Owned by such Person or its Affiliates or Associates at the time of grant
of such option, (C) Common Shares (or securities convertible into,
exchangeable into or exercisable for Common Shares) acquired by
Affiliates
or Associates of such Person after the time of such grant which, in the
aggregate, amount to less than 1% of the outstanding Common Shares and
(D)
Common Shares (or securities convertible into, exchangeable into or
exercisable for Common Shares) which are held by such Person in trust
accounts, managed accounts and the like or otherwise held in a fiduciary
capacity, that are beneficially owned by third persons who are not
Affiliates or Associates of such Person or acting together with such
Person
to hold such shares, or which are held by such Person in respect of a
debt
previously contracted. In addition, the Company, any wholly-owned
Subsidiary of the Company and any employee stock ownership or other
employee benefit plan of the Company or a wholly-owned Subsidiary of the
Company shall not be an Acquiring Person.
<PAGE> 5
"Affiliate" and "Associate" shall have the respective
meanings
ascribed to such terms in Rule 12b-2 under the Securities Exchange Act of
1934, as such Rule is in effect on the date of this Agreement.
A Person shall be deemed the "Beneficial Owner", and to have
"Beneficial Ownership" of, and to "Beneficially Own", any securities as
to
which such Person or any of such Person's Affiliates or Associates is or
may be deemed to be the beneficial owner of pursuant to Rule 13d-3 and
13d-
5 under the Securities Exchange Act, as such Rules are in effect on the
date of this Agreement as well as any securities as to which such Person
or
any of such Person's Affiliates or Associates has the right to become
Beneficial Owner (whether such right is exercisable immediately or only
after the passage of time or the occurrence of conditions) pursuant to
any
agreement, arrangement or understanding, or upon the exercise of
conversion
rights, exchange rights, rights (other than the Rights), warrants or
options, or otherwise; provided, however, that a Person shall not be
deemed
the "Beneficial Owner", or to have "Beneficial Ownership" of, or to
"Beneficially Own", any security (i) solely because such security has
been
tendered pursuant to a tender or exchange offer made by such Person or
any
of such Person's Affiliates or Associates until such tendered security is
accepted for payment or exchange or (ii) solely because such Person or
any
of such Person's Affiliates or
<PAGE> 6
Associates has or shares the power to vote or direct the voting of such
security pursuant to a revocable proxy given in response to a public
proxy
or consent solicitation made to more than ten holders of shares of a
class
of stock of the Company registered under Section 12 of the Securities
Exchange Act of 1934 and pursuant to, and in accordance with, the
applicable rules and regulations under the Securities Exchange Act of
1934,
except if such power (or the arrangements relating thereto) is then
reportable under Item 6 of Schedule 13D under the Securities Exchange Act
of 1934 (or any similar provision of a comparable or successor report).
For purposes of this Agreement, in determining the percentage of the out-
standing Common Shares with respect to which a Person is the Beneficial
Owner, all shares as to which such Person is deemed the Beneficial Owner
shall be deemed outstanding.
"Business Day" shall mean any day other than a Saturday,
Sunday
or a day on which banking institutions in the Commonwealth of Virginia
are
authorized or obligated by law or executive order to close.
"Close of business" on any given date shall mean 5:00 p.m.
Richmond, Virginia time on such date; provided, however, that if such
date
is not a Business Day it shall mean, 5:00 p.m. Richmond, Virginia time on
the next succeeding Business Day.
<PAGE> 7
"Common Shares" shall mean the shares of common stock, par
value $5.00 per share, of the Company.
"Distribution Date" shall mean the close of business on the
earlier of (i) the tenth business day (or such later date as the Board of
Directors of the Company may from time to time fix by resolution adopted
prior to the Distribution Date that would otherwise have occurred) after
the date on which any Person commences a tender or exchange offer which,
if
consummated, would result in such Person's becoming an Acquiring Person
and
(ii) the Flip-in Date; provided, that if any tender or exchange offer
referred to in clause (i) of this paragraph is cancelled, terminated or
otherwise withdrawn prior to the Distribution Date without the purchase
of
any Common Shares pursuant thereto, such offer shall be deemed, for
purposes of this paragraph, never to have been made.
"Exchange Time" shall mean the time at which the right to
exercise the Rights shall terminate pursuant to Section 3.1(c) hereof.
"Final Expiration Date" shall mean the earliest of (i) the
Exchange Time, (ii) the Redemption Time, (iii) the close of business on
the
tenth-year anniversary of the date hereof and (iv) upon the merger of the
Company into another corporation pursuant to an agreement entered into
prior to a Flip-in Date.
<PAGE> 8
"Flip-in Date" shall mean the tenth business day after any
Shares Acquisition Date which is not the result of a Flip-over
Transaction
or Event or such earlier or later date as the Board of Directors of the
Company may from time to time fix by resolution adopted prior to the
Flip-
in Date that would otherwise have occurred.
"Flip-over Entity," for purposes of Section 3.2, shall mean
(i) in the case of a Flip-over Transaction or Event described in clause
(i) of the definition thereof, the Person issuing any securities into
which
Common Shares are being converted or exchanged and, if no such securities
are being issued, the other party to such Flip-over Transaction or Event
and (ii) in the case of a Flip-over Transaction or Event referred to in
clause (ii) of the definition thereof, the Person receiving the greatest
portion of the assets or earning power being transferred in such Flip-
over
Transaction or Event, provided in all cases if such Person is a
subsidiary
of a corporation, the parent corporation shall be the Flip-over Entity.
"Flip-over Stock" shall mean the capital stock (or similar
equity interest) with the greatest voting power in respect of the
election
of directors (or other persons similarly responsible for direction of the
business and affairs) of the Flip-over Entity.
"Flip-over Transaction or Event" shall mean a transaction or
series of transactions after the time when an
<PAGE> 9
Acquiring Person has become such in which, directly or indirectly, (i)
the
Company shall consolidate or merge or participate in a share exchange
with
any other Person if, at the time of the consolidation, merger or share
exchange or at the time the Company enters into any agreement with
respect
to any such consolidation, merger or share exchange, the Acquiring Person
Controls the Board of Directors of the Company and either (A) any term of
or arrangement concerning the treatment of shares of capital stock in
such
consolidation, merger or share exchange relating to the Acquiring Person
is
not identical to the terms and arrangements relating to other holders of
the Common Shares or (B) the Person with whom the transaction or series
of
transactions occurs is the Acquiring Person, an Affiliate or Associate of
the Acquiring Person or acting in concert with the Acquiring Person or
(ii) the Company shall sell or otherwise transfer (or one or more of its
Subsidiaries shall sell or otherwise transfer) assets (A) aggregating
more
than 50% of the assets (measured by either book value or fair market
value)
or (B) generating more than 50% of the operating income or cash flow, of
the Company and its Subsidiaries (taken as a whole) to any Person (other
than the Company or one or more of its wholly owned Subsidiaries) or to
two
or more such Persons which are Affiliates or Associates or otherwise
acting
in concert, if, at the time of the entry by the Company (or any such
Subsidiary) into an agreement with respect to such sale
<PAGE> 10
or transfer of assets, the Acquiring Person Controls the Board of
Directors
of the Company. An Acquiring Person shall be deemed to Control the
Company's Board of Directors when, following a Flip-in Date, the persons
who were directors of the Company before the Flip-in Date shall cease to
constitute a majority of the Company's Board of Directors.
"Market Price" per share of any securities on any date shall
mean the average of the daily closing prices per share of such securities
(determined as described below) on each of the 20 consecutive Trading
Days
through and including the Trading Day immediately preceding such date;
provided, however, that if an event of a type analogous to any of the
events described in Section 2.4 hereof shall have caused the closing
prices
used to determine the Market Price on any Trading Days during such period
of 20 Trading Days not to be fully comparable with the closing price on
such date, each such closing price so used shall be appropriately
adjusted
in order to make it fully comparable with the closing price on such date.
The closing price per share of any securities on any date shall be the
last
reported sale price, regular way, or, in case no such sale takes place or
is quoted on such date, the average of the closing bid and asked prices,
regular way, for each share of such securities, in either case as
reported
in the principal consolidated transaction reporting system with respect
to
<PAGE> 11
securities listed or admitted to trading on the New York Stock Exchange,
Inc. or, if the securities are not listed or admitted to trading on the
New
York Stock Exchange, Inc., as reported in the principal consolidated
trans-
action reporting system with respect to securities listed on the
principal
national securities exchange on which the securities are listed or
admitted
to trading or, if the securities are not listed or admitted to trading on
any national securities exchange, as reported by the National Association
of Securities Dealers, Inc. Automated Quotation System or such other
system
then in use, or, if on any such date the securities are not listed or ad-
mitted to trading on any national securities exchange or quoted by any
such
organization, the average of the closing bid and asked prices as
furnished
by a professional market maker making a market in the securities selected
by the Board of Directors of the Company; provided, however, that if on
any
such date the securities are not listed or admitted to trading on a
national securities exchange or traded in the over-the-counter market,
the
closing price per share of such securities on such date shall mean the
fair
value per share of securities on such date as determined in good faith by
the Board of Directors of the Company, after consultation with a
nationally
recognized investment banking firm, and set forth in a certificate
delivered to the Rights Agent.
<PAGE> 12
"Person" shall mean any individual, firm, partnership,
association, group (as such term is used in Rule 13d-5 under the
Securities
Exchange Act of 1934, as such Rule is in effect on the date of this
Agreement), corporation or other entity.
"Preferred Shares" shall mean shares of 1983 Preferred Stock,
Series A Junior Participating Preferred Stock, par value $25.00 per
share,
of the Company having the rights and preferences set forth in the Form of
Articles of Amendment to the Articles of Incorporation in substantially
the
form set forth in Exhibit B hereto.
"Purchase Price" shall mean, as of any date, the price at
which
a holder may purchase the securities issuable upon exercise of one whole
Right. Until adjustment thereof in accordance with the terms hereof, the
Purchase Price shall equal $110.
"Redemption Price" shall mean an amount equal to one cent,
$0.01.
"Redemption Time" shall mean the time at which the right to
exercise the Rights shall terminate pursuant to Section 5.1 hereof.
"Shares Acquisition Date" shall mean the first date of public
announcement by the Company (by any means) that an Acquiring Person has
become such.
"Subsidiary" of any specified Person shall mean any
corporation
or other entity of which a majority of the
<PAGE> 13
voting power of the equity securities or a majority of the equity
interest
is Beneficially Owned, directly or indirectly, by such Person.
"Trading Day," when used with respect to any securities,
shall
mean a day on which the New York Stock Exchange, Inc. is open for the
transaction of business or, if such securities are not listed or admitted
to trading on the New York Stock Exchange, Inc., a day on which the
princi-
pal national securities exchange on which such securities are listed or
admitted to trading is open for the transaction of business or, if such
securities are not listed or admitted to trading on any national
securities
exchange, a Business Day.
ARTICLE II
THE RIGHTS
2.1 Summary of Rights. As soon as practicable after the
date
hereof, the Company will mail a letter summarizing the amended terms of
the
Rights to each holder of record of Common Shares as of the date hereof,
at
such holder's address as shown by the records of the Company.
2.2 Legend on Common Share Certificates. Certificates for
the
Common Shares issued after the date hereof but prior to the Distribution
Date shall evidence one Right for each Common Share represented thereby
and
shall have impressed on, printed on, written on or otherwise affixed to
them the following legend:
<PAGE> 14
Until the Distribution Date (as defined in the Rights Agreement
referred to below), this certificate also evidences and entitles
the
holder hereof to certain Rights as set forth in an Amended and
Restated Rights Agreement, dated as of November 9, 1994 (as such
may
be amended from time to time, the "Rights Agreement"), between
Central Fidelity Banks, Inc. (the "Company") and Central Fidelity
National Bank, as Rights Agent, the terms of which are hereby
incorporated herein by reference and a copy of which is on file at
the principal executive offices of the Company. Under certain
circumstances, as set forth in the Rights Agreement, such Rights
may
be redeemed, may be exchanged for Common Shares or other securities
or assets of the Company or a Subsidiary of the Company, may
expire,
may become void (if they are "Beneficially Owned" by an "Acquiring
Person" or an Affiliate or Associate thereof, as such terms are
defined in the Rights Agreement, or by any transferee of any of the
foregoing) or may be evidenced by separate certificates and may no
longer be evidenced by this certificate. The Company will mail or
arrange for the mailing of a copy of the Rights Agreement to the
holder of this certificate without charge within five days after
the
receipt of a written request therefor.
Certificates representing Common Shares that were issued and outstanding
at
the Record Date shall evidence one Right for each Common Share evidenced
thereby notwithstanding the absence of the foregoing legend and
certificates representing Common Shares issued after such time but prior
to
the date hereof bearing the form of legend set forth in the Original
Rights
Agreement shall evidence one Right for each Common Share on the terms set
forth in this Agreement.
2.3 Exercise of Rights; Distribution of Rights Certificates.
(a) Subject to Sections 3.1, 5.1 and 5.10 and subject to adjustment as
herein set forth, each Right will entitle the holder thereof, after the
Distribution Date
<PAGE> 15
and prior to the Final Expiration Date, to purchase, for the Purchase
Price, one one-hundredth of a Preferred Share.
(b) Until the Distribution Date, (i) no Right may be
exercised
and (ii) each Right will be evidenced by the certificate for the
associated
Common Share (together, in the case of certificates issued prior to the
Record Date, with the Summary of Rights mailed to the record holder
thereof
pursuant to Section 3 of the Original Rights Agreement) and will be
transferable only together with, and will be transferred by a transfer
(whether with or without such letter) of, such associated share.
(c) Subject to the terms hereof, after the Distribution Date
and prior to the Final Expiration Date, the Rights (i) may be exercised
and
(ii) may be transferred independent of Common Shares. Promptly following
the Distribution Date, the Rights Agent will mail to each holder of
record
of Common Shares as of the Distribution Date (other than any Person whose
Rights have become void pursuant to Section 3.1(b)), at such holder's
address as shown by the records of the Company (the Company hereby
agreeing
to furnish copies of such records to the Rights Agent for this purpose),
(x) a certificate (a "Rights Certificate") in substantially the form of
Exhibit A hereto appropriately completed, representing the number of
Rights
held by such holder at the Distribution Date and having such marks of
identification or designation and such legends,
<PAGE> 16
summaries or endorsements printed thereon as the Company may deem appro-
priate and as are not inconsistent with the provisions of this Agreement,
or as may be required to comply with any law or with any rule or
regulation
made pursuant thereto or with any rule or regulation of any national
securities exchange or quotation system on which the Rights may from time
to time be listed or traded, or to conform to usage, and (y) a disclosure
statement describing the Rights.
(d) Subject to the terms hereof, Rights may be exercised on
any Business Day after the Distribution Date and prior to the Final
Expiration Date by submitting to the Rights Agent the Rights Certificate
evidencing such Rights with an Election to Exercise (an "Election to
Exer-
cise") substantially in the form attached to the Rights Certificate duly
completed, accompanied by payment in cash, or by certified or official
bank
check or money order payable to the order of the Company, of a sum equal
to
the Purchase Price multiplied by the number of Rights being exercised and
a
sum sufficient to cover any transfer tax or charge which may be payable
in
respect of any transfer involved in the transfer or delivery of Rights
Certificates or the issuance or delivery of certificates for shares or
depositary receipts (or both) in a name other than that of the holder of
the Rights being exercised.
<PAGE> 17
(e) Upon receipt of a Rights Certificate, with an Election
to
Exercise accompanied by payment as set forth in Section 2.3(d), and
subject
to the terms hereof, the Rights Agent will thereupon promptly (i)(A)
requisition from a transfer agent stock certificates evidencing such
number
of shares or other securities to be purchased (the Company hereby
irrevocably authorizing its transfer agents to comply with all such
requisitions) and (B) if the Company elects pursuant to Section 5.5 not
to
issue certificates representing fractional shares, requisition from the
depositary selected by the Company depositary receipts representing the
fractional shares to be purchased or requisition from the Company the
amount of cash to be paid in lieu of fractional shares in accordance with
Section 5.5 and (ii) after receipt of such certificates, depositary
receipts and/or cash, deliver the same to or upon the order of the
registered holder of such Rights Certificate, registered (in the case of
certificates or depositary receipts) in such name or names as may be
desig-
nated by such holder.
(f) In case the holder of any Rights shall exercise less
than
all the Rights evidenced by such holder's Rights Certificate, a new
Rights
Certificate evidencing the Rights remaining unexercised will be issued by
the Rights Agent to such holder or to such holder's duly authorized
assigns.
<PAGE> 18
(g) The Company covenants and agrees that it will (i) take
all
such action as may be necessary to ensure that all shares delivered upon
exercise of Rights shall, at the time of delivery of the certificates for
such shares (subject to payment of the Purchase Price), be duly and
validly
authorized, executed, issued and delivered and fully paid and
nonassessable; (ii) take all such action as may be necessary to comply
with
any applicable requirements of the Securities Act of 1933 or the
Securities
Exchange Act of 1934, and the rules and regulations thereunder, and any
other applicable law, rule or regulation, in connection with the issuance
of any shares upon exercise of Rights; and (iii) pay when due and payable
any and all federal and state transfer taxes and charges which may be
payable in respect of the original issuance or delivery of the Rights
Certificates or of any shares issued upon the exercise of Rights,
provided
that the Company shall not be required to pay any transfer tax or charge
which may be payable in respect of any transfer involved in the transfer
or
delivery of Rights Certificates or the issuance or delivery of
certificates
for shares in a name other than that of the holder of the Rights being
transferred or exercised.
2.4 Adjustments to Purchase Price; Number of Rights. (a)
In
the event the Company shall at any time prior to the Distribution Date
(i) declare or pay a dividend on Common Shares payable in Common Shares,
(ii) subdivide
<PAGE> 19
the outstanding Common Shares or (iii) combine the outstanding Common
Shares into a smaller number of Common Shares, (x) the Purchase Price in
effect after such adjustment will be equal to the Purchase Price in
effect
immediately prior to such adjustment divided by the number of Common
Shares
(the "Expansion Factor") that a holder of one Common Share immediately
prior to such dividend, subdivision or combination would hold thereafter
as
a result thereof and (y) each Right held prior to such adjustment will
become that number of Rights equal to the Expansion Factor, and the
adjusted number of Rights will be deemed to be distributed among the
Common
Shares with respect to which the original Rights were associated (if they
remain outstanding) and the shares issued in respect of such dividend,
subdivision or combination, so that each such Common Share will have
exactly one Right associated with it. Each adjustment made pursuant to
this paragraph shall be made as of the payment or effective date for the
applicable dividend, subdivision or combination.
In the event the Company shall at any time prior to the
Distribution Date issue any Common Shares otherwise than in a transaction
referred to in the preceding paragraph, each such Common Share so issued
shall automatically have one new Right associated with it, which Right
shall be evidenced by the certificate representing such share. To the
extent provided in Section 5.3, Rights
<PAGE> 20
shall be issued by the Company in respect of Common Shares that are
issued
or sold by the Company after the Distribution Date.
(b) In the event the Company shall prior to the Distribution
Date issue or distribute any securities or assets in respect of, in lieu
of
or in exchange for Common Shares (other than pursuant to a regular
periodic
cash dividend or a dividend paid solely in Common Shares) whether by
dividend, in a reclassification or recapitalization (including any such
transaction involving a merger, consolidation or share exchange), or
other-
wise, the Company shall make such adjustments, if any, in the Purchase
Price, number of Rights and/or securities or other property purchasable
upon exercise of Rights as the Board of Directors of the Company, in its
sole discretion, may deem to be appropriate under the circumstances in
order to adequately protect the interests of the holders of Rights
generally, and the Company and the Rights Agent shall amend this
Agreement
as necessary to provide for such adjustments.
(c) Each adjustment to the Purchase Price made pursuant to
this Section 2.4 shall be calculated to the nearest cent. Whenever an
adjustment to the Purchase Price is made pursuant to this Section 2.4,
the
Company shall (i) promptly prepare a certificate setting forth such
adjustment and a brief statement of the facts accounting for such
adjustment, (ii) promptly file with the Rights Agent
<PAGE> 21
and with each transfer agent for the Common Shares a copy of such
certificate and (iii) mail a brief summary thereof to each holder of
Rights
Certificates.
(d) Irrespective of any adjustment or change in the
securities
purchasable upon exercise of the Rights, the Rights Certificates
theretofore and thereafter issued may continue to express the securities
so
purchasable which were expressed in the initial Rights Certificates
issued
hereunder.
2.5 Date on Which Exercise is Effective. Each person in
whose
name any certificate for shares is issued upon the exercise of Rights
shall
for all purposes be deemed to have become the holder of record of the
shares represented thereby on, and such certificate shall be dated, the
date upon which the Rights Certificate evidencing such Rights was duly
surrendered and payment of the Purchase Price for such Rights (and any
applicable taxes and other governmental charges payable by the exercising
holder hereunder) was made; provided, however, that if the date of such
surrender and payment is a date upon which the stock transfer books of
the
Company are closed, such person shall be deemed to have become the record
holder of such shares on, and such certificate shall be dated, the next
succeeding Business Day on which the stock transfer books of the Company
are open.
<PAGE> 22
2.6 Execution, Authentication, Delivery and Dating of Rights
Certificates. (a) The Rights Certificates shall be executed on behalf
of
the Company by its Chairman of the Board, Chief Executive Officer, its
President, any of its Vice Presidents or its Treasurer, under its
corporate
seal reproduced thereon attested by its Secretary or any of its Assistant
Secretaries. The signature of any of these officers on the Rights
Certifi-
cates may be manual or facsimile.
Rights Certificates bearing the manual or facsimile
signatures
of individuals who were at any time the proper officers of the Company
shall bind the Company, notwithstanding that such individuals or any of
them have ceased to hold such offices prior to the countersignature and
delivery of such Rights Certificates.
Promptly after the Distribution Date, the Company will notify
the Rights Agent of such Distribution Date and will deliver Rights
Certificates executed by the Company to the Rights Agent for
countersigna-
ture, and, subject to Section 3.1(b), the Rights Agent shall manually
countersign and deliver such Rights Certificates to the holders of the
Rights pursuant to Section 2.3(c) hereof. No Rights Certificate shall be
valid for any purpose unless manually countersigned by the Rights Agent.
(b) Each Rights Certificate shall be dated the date of
countersignature thereof.
<PAGE> 23
2.7 Registration, Registration of Transfer and Exchange.
(a) After the Distribution Date, the Company will cause to be kept a
register (the "Rights Register") in which, subject to such reasonable
regulations as it may prescribe, the Company will provide for the
registration and transfer of Rights. The Rights Agent is hereby
appointed
"Rights Registrar" for the purpose of maintaining the Rights Register for
the Company and registering Rights and transfers of Rights after the
Distribution Date as herein provided. In the event that the Rights Agent
shall cease to be the Rights Registrar, the Rights Agent will have the
right to examine the Rights Register at all reasonable times after the
Distribution Date.
After the Distribution Date and prior to the Final Expiration
Date, upon surrender for registration of transfer or exchange of any
Rights
Certificate, and subject to the provisions of Section 2.7(c) and (d), the
Company will execute, and the Rights Agent will countersign and deliver,
in
the name of the holder or the designated transferee or transferees, as
required pursuant to the holder's instructions, one or more new Rights
Certificates evidencing the same aggregate number of Rights as did the
Rights Certificate so surrendered.
(b) Except as otherwise provided in Section 3.1(b), all
Rights
issued upon any registration of transfer or exchange of Rights
Certificates
shall be the
<PAGE> 24
valid obligations of the Company, and such Rights shall be entitled to
the
same benefits under this Agreement as the Rights surrendered upon such
registration of transfer or exchange.
(c) Every Rights Certificate surrendered for registration of
transfer or exchange shall be duly endorsed, or be accompanied by a
written
instrument of transfer in form satisfactory to the Company or the Rights
Agent, as the case may be, duly executed by the holder thereof or such
holder's attorney duly authorized in writing. As a condition to the
issuance of any new Rights Certificate under this Section 2.7, the
Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto.
(d) The Company shall not be required to register the
transfer
or exchange of any Rights after such Rights have become void under
Section
3.1(b), been exchanged under Section 3.1(c) or been redeemed or
terminated
under Section 5.1.
2.8 Mutilated, Destroyed, Lost and Stolen Rights
Certificates.
(a) If any mutilated Rights Certificate is surrendered to the Rights
Agent
prior to the Expiration Time, then, subject to Sections 3.1(b) and 5.1,
the
Company shall execute and the Rights Agent shall countersign and deliver
in
exchange therefor a new Rights Certificate
<PAGE> 25
evidencing the same number of Rights as did the Rights Certificate so
surrendered.
(b) If there shall be delivered to the Company and the
Rights
Agent prior to the Final Expiration Date (i) evidence to their
satisfaction
of the destruction, loss or theft of any Rights Certificate and (ii) such
security or indemnity as may be required by them to save each of them and
any of their agents harmless, then, subject to Sections 3.1(b) and 5.1
and
in the absence of notice to the Company or the Rights Agent that such
Rights Certificate has been acquired by a bona fide purchaser, the
Company
shall execute and upon its request the Rights Agent shall countersign and
deliver, in lieu of any such destroyed, lost or stolen Rights
Certificate,
a new Rights Certificate evidencing the same number of Rights as did the
Rights Certificate so destroyed, lost or stolen.
(c) As a condition to the issuance of any new Rights
Certificate under this Section 2.8, the Company may require the payment
of
a sum sufficient to cover any tax or other governmental charge that may
be
imposed in relation thereto and any other expenses (including the fees
and
expenses of the Rights Agent) connected therewith.
(d) Every new Rights Certificate issued pursuant to this
Section 2.8 in lieu of any destroyed, lost or stolen Rights Certificate
shall evidence an original additional contractual obligation of the
Company, whether or not the
<PAGE> 26
destroyed, lost or stolen Rights Certificate shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Agreement equally and proportionately with any and all other Rights duly
issued hereunder.
2.9 Persons Deemed Owners. Prior to due presentment of a
Rights Certificate (or, prior to the Distribution Date, the associated
Common Share certificate) for registration of transfer, the Company, the
Rights Agent and any agent of the Company or the Rights Agent may deem
and
treat the person in whose name such Rights Certificate (or, prior to the
Distribution Date, such Common Share certificate) is registered as the
absolute owner thereof and of the Rights evidenced thereby for all
purposes
whatsoever, including the payment of the Redemption Price, and neither
the
Company nor the Rights Agent shall be affected by any notice to the
contrary. As used in this Agreement, unless the context otherwise
requires, the term "holder" of any Rights shall mean the registered
holder
of such Rights (or, prior to the Distribution Date, the associated Common
Shares).
2.10 Delivery and Cancellation of Certificates. All Rights
Certificates surrendered upon exercise or for registration of transfer or
exchange shall, if surrendered to any person other than the Rights Agent,
be delivered to the Rights Agent and, in any case, shall be promptly can-
celled by the Rights Agent. The Company may at any time deliver to the
Rights Agent for cancellation any Rights
<PAGE> 27
Certificates previously countersigned and delivered hereunder which the
Company may have acquired in any manner whatsoever, and all Rights
Certifi-
cates so delivered shall be promptly cancelled by the Rights Agent. No
Rights Certificates shall be countersigned in lieu of or in exchange for
any Rights Certificates cancelled as provided in this Section 2.10,
except
as expressly permitted by this Agreement. The Rights Agent shall destroy
all cancelled Rights Certificates and deliver a certificate of
destruction
to the Company.
2.11 Agreement of Rights Holders. Every holder of Rights by
accepting the same consents and agrees with the Company and the Rights
Agent and with every other holder of Rights that:
(a) prior to the Distribution Date, each Right will be
transferable only together with, and will be transferred by a transfer
of,
the associated Common Share;
(b) after the Distribution Date, the Rights Certificates
will
be transferable only on the Rights Register as provided herein;
(c) prior to due presentment of a Rights Certificate (or,
prior to the Distribution Date, the associated Common Share certificate)
for registration of transfer, the Company, the Rights Agent and any agent
of the Company or the Rights Agent may deem and treat the person in whose
name the Rights Certificate (or, prior to the Distribution Date,
<PAGE> 28
the associated Common Share certificate) is registered as the absolute
owner thereof and of the Rights evidenced thereby for all purposes
whatsoever, and neither the Company nor the Rights Agent shall be
affected
by any notice to the contrary;
(d) Rights beneficially owned by certain Persons will, under
the circumstances set forth in Section 3.1(b), become void; and
(e) this Agreement may be supplemented or amended from time
to
time pursuant to Section 2.4(b) or 5.4 hereof.
ARTICLE III
ADJUSTMENTS TO THE RIGHTS IN
THE EVENT OF CERTAIN TRANSACTIONS
3.1 Flip-in. (a) In the event that prior to the Final
Expiration Date a Flip-in Date shall occur, except as provided in this
Section 3.1, each Right shall constitute the right to purchase from the
Company, upon exercise thereof in accordance with the terms hereof (but
subject to Section 5.10), that number of Common Shares having an
aggregate
Market Price on the Shares Acquisition Date equal to twice the Purchase
Price for an amount in cash equal to the Purchase Price (such right to be
appropriately adjusted in order to protect the interests of the holders
of
Rights generally in the event that on or after such Shares Acquisition
Date
an event of a type analogous to any of the events described in
Section 2.4(a) or (b) shall have occurred with respect to the Common
Shares).
<PAGE> 29
(b) Notwithstanding the foregoing, any Rights that are or
were
Beneficially Owned on or after the Shares Acquisition Date by an
Acquiring
Person or an Affiliate or Associate thereof or by any transferee, direct
or
indirect, of any of the foregoing shall become void and any holder of
such
Rights (including transferees) shall thereafter have no right to exercise
or transfer such Rights under any provision of this Agreement. If any
Rights Certificate is presented for assignment or exercise and the Person
presenting the same will not complete the certification set forth at the
end of the form of assignment or notice of election to exercise and
provide
such additional evidence of the identity of the Beneficial Owner and its
Affiliates and Associates (or former Beneficial Owners and their
Affiliates
and Associates) as the Company shall reasonably request, then the Company
shall be entitled conclusively to deem the Beneficial Owner thereof to be
an Acquiring Person or an Affiliate or Associate thereof or a transferee
of
any of the foregoing and accordingly will deem the Rights evidenced
thereby
to be void and not transferable or exercisable.
(c) The Board of Directors of the Company may, at its
option,
at any time after a Flip-in Date and prior to the time that an Acquiring
Person becomes the Beneficial Owner of more than 50% of the outstanding
shares of Common Stock, elect to exchange all (but not less than all) the
then outstanding Rights (which shall not include Rights that
<PAGE> 30
have become void pursuant to the provisions of Section 3.1(b)) for Common
Shares at an exchange ratio of one Common Share per Right, appropriately
adjusted in order to protect the interests of holders of Rights generally
in the event that after the Distribution Date an event of a type
analogous
to any of the events described in Section 2.4(a) or (b) shall have
occurred
with respect to the Common Shares (such exchange ratio, as adjusted from
time to time, being hereinafter referred to as the "Exchange Ratio").
Immediately upon the action of the Board of Directors of the
Company electing to exchange the Rights, without any further action and
without any notice, the right to exercise the Rights will terminate and
each Right (other than Rights that have become void pursuant to Section
3.1(b)) will thereafter represent only the right to receive a number of
Common Shares equal to the Exchange Ratio. Promptly after the action of
the Board of Directors electing to exchange the Rights, the Company shall
give notice thereof (specifying the steps to be taken to receive Common
Shares in exchange for Rights) to the Rights Agent and the holders of the
Rights (other than Rights that have become void pursuant to Section
3.1(b))
outstanding immediately prior thereto by mailing such notice in
accordance
with Section 5.9.
Each Person in whose name any certificate for shares is
issued
upon the exchange of Rights pursuant to
<PAGE> 31
this Section 3.1(c) or Section 3.1(d) shall for all purposes be deemed to
have become the holder of record of the shares represented thereby on,
and
such certificate shall be dated, the date upon which the Rights
Certificate
evidencing such Rights was duly surrendered and payment of any applicable
taxes and other governmental charges payable by the holder was made;
provided, however, that if the date of such surrender and payment is a
date
upon which the stock transfer books of the Company are closed, such
Person
shall be deemed to have become the record holder of such shares on, and
such certificate shall be dated, the next succeeding Business Day on
which
the stock transfer books of the Company are open.
(d) Whenever the Company shall become obligated under
Section 3.1(a) or (c) to issue Common Shares upon exercise of or in
exchange for Rights, the Company, at its option, may substitute therefor
Preferred Shares, at a ratio of one one-hundredth of Preferred Share for
each Common Share so issuable.
(e) In the event that there shall not be sufficient
authorized
but unissued Common Shares or Preferred Shares of the Company to permit
the
exercise or exchange in full of the Rights in accordance with
Section 3.1(a) or (c), the Company shall either (i) call a meeting of
shareholders seeking approval to cause sufficient additional shares to be
authorized (provided that if such approval is not obtained
<PAGE> 32
the Company will take the action specified in clause (ii) of this
sentence)
or (ii) take such action as shall be necessary to ensure and provide, to
the extent permitted by applicable law and any agreements or instruments
in
effect on the Shares Acquisition Date to which it is a party, that each
Right shall thereafter constitute the right to receive, (x) at the
Company's option, either (A) in return for the Purchase Price, debt or
equity securities or other assets (or a combination thereof) having a
fair
value equal to twice the Purchase Price, or (B) without payment of
consideration (except as otherwise required by applicable law), debt or
equity securities or other assets (or a combination thereof) having a
fair
value equal to the Purchase Price, or (y) if the Board of Directors of
the
Company elects to exchange the Rights in accordance with Section 3.1(c),
debt or equity securities or other assets (or a combination thereof)
having
a fair value equal to the product of the Market Price of a Common Share
on
the Flip-in Date times the Exchange Ratio in effect on the Flip-in Date,
where in any case set forth in (x) or (y) above the fair value of such
debt
or equity securities or other assets shall be as determined in good faith
by the Board of Directors of the Company, after consultation with a
nationally recognized investment banking firm.
3.2 Flip-over. (a) Prior to the Expiration Time, the
Company
shall not enter into any agreement with
<PAGE> 33
respect to, consummate or permit to occur any Flip-over Transaction or
Event unless and until it shall have entered into a supplemental
agreement
with the Flip-over Entity, for the benefit of the holders of the Rights,
providing that, upon consummation or occurrence of the Flip-over
Transaction or Event (i) each Right shall thereafter constitute the right
to purchase from the Flip-over Entity, upon exercise thereof in
accordance
with the terms hereof, that number of shares of Flip-over Stock of the
Flip-over Entity having an aggregate Market Price on the date of consum-
mation or occurrence of such Flip-over Transaction or Event equal to
twice
the Purchase Price for an amount in cash equal to the Purchase Price
(such
right to be appropriately adjusted in order to protect the interests of
the
holders of Rights generally in the event that after such date of
consumma-
tion or occurrence an event of a type analogous to any of the events
described in Section 2.4(a) or (b) shall have occurred with respect to
the
Flip-over Stock) and (ii) the Flip-over Entity shall thereafter be liable
for, and shall assume, by virtue of such Flip-over Transaction or Event
and
such supplemental agreement, all the obligations and duties of the
Company
pursuant to this Agreement. The provisions of this Section 3.2 shall
apply
to successive Flip-over Transactions or Events.
(b) Prior to the Expiration Time, unless the Rights will be
redeemed pursuant to Section 5.1 hereof in
<PAGE> 34
connection therewith, the Company shall not enter into any agreement with
respect to, consummate or permit to occur any Flip-over Transaction or
Event if at the time thereof there are any rights, warrants or securities
outstanding or any other arrangements, agreements or instruments that
would
eliminate or otherwise diminish in any material respect the benefits
intended to be afforded by this Rights Agreement to the holders of Rights
upon consummation of such transaction.
ARTICLE IV
THE RIGHTS AGENT
4.1 General. (a) The Company hereby appoints the Rights
Agent to act as agent for the Company in accordance with the terms and
conditions hereof, and the Rights Agent hereby accepts such appointment.
The Company agrees to pay to the Rights Agent reasonable compensation for
all services rendered by it hereunder and, from time to time, on demand
of
the Rights Agent, its reasonable expenses and counsel fees and other
disbursements incurred in the administration and execution of this
Agreement and the exercise and performance of its duties hereunder. The
Company also agrees to indemnify the Rights Agent for, and to hold it
harmless against, any loss, liability, or expense, incurred without
negligence, bad faith or willful misconduct on the part of the Rights
Agent, for anything done or omitted to be done by the Rights Agent in
connection with the acceptance
<PAGE> 35
and administration of this Agreement, including the costs and expenses of
defending against any claim of liability.
(b) The Rights Agent shall be protected and shall incur no
liability for or in respect of any action taken, suffered or omitted by
it
in connection with its administration of this Agreement in reliance upon
any certificate for securities purchasable upon exercise of Rights,
Rights
Certificate, certificate for other securities of the Company, instrument
of
assignment or transfer, power of attorney, endorsement, affidavit,
letter,
notice, direction, consent, certificate, statement, or other paper or
document believed by it to be genuine and to be signed, executed and,
where
necessary, verified or acknowledged, by the proper person or persons.
4.2 Merger or Consolidation or Change of Name of Rights
Agent.
(a) Any corporation into which the Rights Agent or any successor Rights
Agent may be merged or with which it may be consolidated, or any
corporation resulting from any merger or consolidation to which the
Rights
Agent or any successor Rights Agent is a party, or any corporation
succeeding to the shareholder services business of the Rights Agent or
any
successor Rights Agent, will be the successor to the Rights Agent under
this Agreement without the execution or filing of any paper or any
further
act on the part of any of the parties hereto, provided that such
corporation would be eligible for appointment as a successor
<PAGE> 36
Rights Agent under the provisions of Section 4.4 hereof. In case at the
time such successor Rights Agent succeeds to the agency created by this
Agreement any of the Rights Certificates have been countersigned but not
delivered, any such successor Rights Agent may adopt the countersignature
of the predecessor Rights Agent and deliver such Rights Certificates so
countersigned; and in case at that time any of the Rights Certificates
have
not been countersigned, any successor Rights Agent may countersign such
Rights Certificates either in the name of the predecessor Rights Agent or
in the name of the successor Rights Agent; and in all such cases such
Rights Certificates will have the full force provided in the Rights
Certificates and in this Agreement.
(b) In case at any time the name of the Rights Agent is
changed and at such time any of the Rights Certificates shall have been
countersigned but not delivered, the Rights Agent may adopt the
countersignature under its prior name and deliver Rights Certificates so
countersigned; and in case at that time any of the Rights Certificates
shall not have been countersigned, the Rights Agent may countersign such
Rights Certificates either in its prior name or in its changed name; and
in
all such cases such Rights Certificates shall have the full force
provided
in the Rights Certificates and in this Agreement.
4.3 Duties of Rights Agent. The Rights Agent undertakes the
duties and obligations imposed by this Agree-
<PAGE> 37
ment upon the following terms and conditions, by all of which the Company
and the holders of Rights Certificates, by their acceptance thereof,
shall
be bound:
(a) The Rights Agent may consult with legal counsel (who may
be legal counsel for the Company), and the opinion of such counsel will
be
full and complete authorization and protection to the Rights Agent as to
any action taken or omitted by it in good faith and in accordance with
such
opinion.
(b) Whenever in the performance of its duties under this
Agreement the Rights Agent deems it necessary or desirable that any fact
or
matter be proved or established by the Company prior to taking or
suffering
any action hereunder, such fact or matter (unless other evidence in
respect
thereof be herein specifically prescribed) may be deemed to be
conclusively
proved and established by a certificate signed by a person believed by
the
Rights Agent to be the Chairman of the Board, the Chief Executive
Officer,
or any Vice President and by the Treasurer or the Secretary or any
Assistant Secretary of the Company and delivered to the Rights Agent; and
such certificate will be full authorization to the Rights Agent for any
action taken or suffered in good faith by it under the provisions of this
Agreement in reliance upon such certificate.
<PAGE> 38
(c) The Rights Agent will be liable hereunder only for its
own
negligence, bad faith or willful misconduct.
(d) The Rights Agent will not be liable for or by reason of
any of the statements of fact or recitals contained in this Agreement or
in
the certificates for securities purchasable upon exercise of Rights or
the
Rights Certificates (except its countersignature thereof) or be required
to
verify the same, but all such statements and recitals are and will be
deemed to have been made by the Company only.
(e) The Rights Agent will not be under any responsibility in
respect of the validity of this Agreement or the execution and delivery
hereof (except the due authorization, execution and delivery hereof by
the
Rights Agent) or in respect of the validity or execution of any
certificate
for securities purchasable upon exercise of Rights or Rights Certificate
(except its countersignature thereof); nor will it be responsible for any
breach by the Company of any covenant or condition contained in this
Agreement or in any Rights Certificate; nor will it be responsible for
any
change in the exercisability of the Rights (including the Rights becoming
void pursuant to Section 3.1(b) hereof) or any adjustment required under
the provisions of Section 2.4, 3.1 or 3.2 hereof or responsible for the
manner, method or amount of any such adjustment or the ascertaining of
the
<PAGE> 39
existence of facts that would require any such adjustment (except with
respect to the exercise of Rights after receipt of the certificate
contemplated by Section 2.4 describing any such adjustment); nor will it
by
any act hereunder be deemed to make any representation or warranty as to
the authorization or reservation of any securities purchasable upon
exercise of Rights or any Rights or as to whether any securities
purchasable upon exercise of Rights will, when issued, be duly and
validly
authorized, executed, issued and delivered and fully paid and nonassess-
able.
(f) The Company agrees that it will perform, execute,
acknowledge and deliver or cause to be performed, executed, acknowledged
and delivered all such further and other acts, instruments and assurances
as may reasonably be required by the Rights Agent for the carrying out or
performing by the Rights Agent of the provisions of this Agreement.
(g) The Rights Agent is hereby authorized and directed to
accept instructions with respect to the performance of its duties
hereunder
from any person believed by the Rights Agent to be the Chairman of the
Board, the Chief Executive Officer, the President, any Vice President,
the
Treasurer, the Secretary or any Assistant Secretary of the Company, and
to
apply to such persons for advice or instructions in connection with its
duties, and it shall not
<PAGE> 40
be liable for any action taken or suffered by it in good faith in
accordance with instructions of any such person.
(h) The Rights Agent and any shareholder, director, officer
or
employee of the Rights Agent may buy, sell or deal in Common Shares,
Rights
or other securities of the Company or become pecuniarily interested in
any
transaction in which the Company may be interested, or contract with or
lend money to the Company or otherwise act as fully and freely as though
it
were not Rights Agent under this Agreement. Nothing herein shall
preclude
the Rights Agent from acting in any other capacity for the Company or for
any other legal entity.
(i) The Rights Agent may execute and exercise any of the
rights or powers hereby vested in it or perform any duty hereunder either
itself or by or through its attorneys or agents, and the Rights Agent
will
not be answerable or accountable for any act, default, neglect or
misconduct of any such attorneys or agents or for any loss to the Company
resulting from any such act, default, neglect or misconduct, provided
reasonable care was exercised in the selection and continued employment
thereof.
4.4 Change of Rights Agent. The Rights Agent may resign and
be discharged from its duties under this Agreement upon 90 days' notice
(or
such lesser notice as is acceptable to the Company) in writing mailed to
the Company and to each transfer agent of Common Shares by registered or
<PAGE> 41
certified mail, and to the holders of the Rights in accordance with
Section 5.9. The Company may remove the Rights Agent upon 30 days'
notice
in writing, mailed to the Rights Agent and to each transfer agent of the
Common Shares by registered or certified mail, and to the holders of the
Rights in accordance with Section 5.9. If the Rights Agent should resign
or be removed or otherwise become incapable of acting, the Company will
appoint a successor to the Rights Agent. If the Company fails to make
such
appointment within a period of 30 days after such removal or after it has
been notified in writing of such resignation or incapacity by the
resigning
or incapacitated Rights Agent or by the holder of any Rights (which
holder
shall, with such notice, submit such holder's Rights Certificate for
inspection by the Company), then the holder of any Rights may apply to
any
court of competent jurisdiction for the appointment of a new Rights
Agent.
Any successor Rights Agent, whether appointed by the Company or by such a
court, shall be a corporation organized and doing business under the laws
of the United States or of the Commonwealth of Virginia or of any other
state of the United States, in good standing, having its principal office
in the Commonwealth of Virginia or such other state, which is authorized
under such laws to exercise the powers of the Rights Agent contemplated
by
this Agreement and is subject to supervision or examination by federal or
state authority and which has at the time of its
<PAGE> 42
appointment as Rights Agent a combined capital and surplus of at least
$50,000,000. After appointment, the successor Rights Agent will be
vested
with the same powers, rights, duties and responsibilities as if it had
been
originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the successor
Rights
Agent any property at the time held by it hereunder, and execute and
deliver any further assurance, conveyance, act or deed necessary for the
purpose. Not later than the effective date of any such appointment, the
Company will file notice thereof in writing with the predecessor Rights
Agent and each transfer agent of the Common Shares, and mail a notice
thereof in writing to the holders of the Rights. Failure to give any
notice provided for in this Section 4.4, however, or any defect therein,
shall not affect the legality or validity of the resignation or removal
of
the Rights Agent or the appointment of the successor Rights Agent, as the
case may be.
ARTICLE V
MISCELLANEOUS
5.1 Redemption (a) The Board of Directors of the Company
may, at its option, at any time prior to the close of business on the
Flip-
in Date, elect to redeem all (but not less than all) the then outstanding
Rights at the Redemption Price and the Company, at its option, may pay
the
Redemption Price either in cash or shares of Common Stock or
<PAGE> 43
other securities of the Company deemed by the Board of Directors, in the
exercise of its sole discretion, to be at least equivalent in value to
the
Redemption Price.
(b) Immediately upon the action of the Board of Directors of
the Company electing to redeem the Rights (or, if the resolution of the
Board of Directors electing to redeem the Rights states that the
redemption
will not be effective until the occurrence of a specified future time or
event, upon the occurrence of such future time or event), without any
further action and without any notice, the right to exercise the Rights
will terminate and each Right will thereafter represent only the right to
receive the Redemption Price in cash or securities, as determined by the
Board of Directors. Promptly after the Rights are redeemed, the Company
shall give notice of such redemption to the Rights Agent and the holders
of
the then outstanding Rights by mailing such notice in accordance with
Sec-
tion 5.9.
5.2 Expiration. The Rights and this Agreement shall expire
at
the Final Expiration Date and no Person shall have any rights pursuant to
this Agreement or any Right after the Final Expiration Date, except, if
the
Rights are exchanged or redeemed, as provided in Section 3.1(c), 3.2 or
5.1
hereof.
5.3 Issuance of New Rights Certificates. Notwithstanding
any
of the provisions of this Agreement or of the Rights to the contrary, the
Company may, at its option,
<PAGE> 44
issue new Rights Certificates evidencing Rights in such form as may be
approved by its Board of Directors to reflect any adjustment or change in
the number or kind or class of shares of stock purchasable upon exercise
of
Rights made in accordance with the provisions of this Agreement. In
addition, in connection with the issuance or sale of Common Shares by the
Company following the Distribution Date and prior to the Redemption Time
or
Final Expiration Date pursuant to the terms of securities convertible or
redeemable into Common Shares or to options, in each case issued or
granted
prior to, and outstanding at, the Distribution Date, the Company shall
issue to the holders of such Common Shares, Rights Certificates
representing the appropriate number of Rights in connection with the
issuance or sale of such Common Shares; provided, however, in each case,
(i) no such Rights Certificate shall be issued, if, and to the extent
that,
the Company shall be advised by counsel that such issuance would create a
significant risk of material adverse tax consequences to the Company or
to
the Person to whom such Rights Certificates would be issued, (ii) no such
Rights Certificates shall be issued if, and to the extent that,
appropriate
adjustment shall have otherwise been made in lieu of the issuance
thereof,
and (iii) the Company shall have no obligation to distribute Rights
Certificates to any Acquiring Person or Affiliate or Asso-
<PAGE> 45
ciate of an Acquiring Person or any transferee of any of the foregoing.
5.4 Supplements and Amendments. The Company may from time
to
time supplement or amend this Agreement without the approval of any
holders
of Right Certificates in order to cure any ambiguity, to correct or
supplement any provision contained herein which may be defective or
inconsistent with any other provisions herein, or to make any other
provisions with respect to the Rights which the Company may deem
necessary
or desirable, any such supplement or amendment to be evidenced by a
writing
signed by the Company and the Rights Agent, provided, however, that from
and after such time as any person becomes an Acquiring Person, this
Agreement shall not be amended in any manner which would adversely affect
the interests of the holders of Rights and provided, further, that the
threshold percentage in the definition of Acquiring Person shall not be
lower than 10%.
5.5 Fractional Shares. If the Company elects not to issue
certificates representing fractional shares upon exercise or redemption
of
Rights, the Company shall, in lieu thereof, in the sole discretion of the
Board of Directors, either (a) evidence such fractional shares by
depositary receipts issued pursuant to an appropriate agreement between
the
Company and a depositary selected by it, providing that each holder of a
depositary receipt shall have all of the
<PAGE> 46
rights, privileges and preferences to which such holder would be entitled
as a beneficial owner of such fractional share, or (b) sell such shares
on
behalf of the holders of Rights and pay to the registered holder of such
Rights the appropriate fraction of price per share received upon such
sale.
5.6 Rights of Action. Subject to the terms of this
Agreement
(including Section 3.1(b)), rights of action in respect of this
Agreement,
other than rights of action vested solely in the Rights Agent, are vested
in the respective holders of the Rights; and any holder of any Rights,
without the consent of the Rights Agent or of the holder of any other
Rights, may, on such holder's own behalf and for such holder's own
benefit
and the benefit of other holders of Rights, enforce, and may institute
and
maintain any suit, action or proceeding against the Company to enforce,
or
otherwise act in respect of, such holder's right to exercise such
holder's
Rights in the manner provided in such holder's Rights Certificate and in
this Agreement. Without limiting the foregoing or any remedies available
to the holders of Rights, it is specifically acknowledged that the
holders
of Rights would not have an adequate remedy at law for any breach of this
Agreement and will be entitled to specific performance of the obligations
under, and injunctive relief against actual or threatened violations of,
the obligations of any Person subject to this Agreement.
<PAGE> 47
5.7 Holder of Rights Not Deemed a Shareholder. No holder,
as
such, of any Rights shall be entitled to vote, receive dividends or be
deemed for any purpose the holder of shares or any other securities which
may at any time be issuable on the exercise of such Rights, nor shall
anything contained herein or in any Rights Certificate be construed to
confer upon the holder of any Rights, as such, any of the rights of a
shareholder of the Company or any right to vote for the election of
directors or upon any matter submitted to shareholders at any meeting
thereof, or to give or withhold consent to any corporate action, or to
receive notice of meetings or other actions affecting shareholders
(except
as provided in Section 5.8 hereof), or to receive dividends or
subscription
rights, or otherwise, until such Rights shall have been exercised or
exchanged in accordance with the provisions hereof.
5.8 Notice of Proposed Actions. In case the Company shall
propose after the Distribution Date and prior to the Final Expiration
Date
(i) to effect or permit occurrence of any Flip-over Transaction or Event
or (ii) to effect the liquidation, dissolution or winding up of the
Company, then, in each such case, the Company shall give to each holder
of
a Right, in accordance with Section 5.9 hereof, a notice of such proposed
action, which shall specify the date on which such Flip-over Transaction
or
Event, liquidation, dissolution, or winding up is to take
<PAGE> 48
place, and such notice shall be so given at least 20 Business Days prior
to
the date of the taking of such proposed action.
5.9 Notices. Notices or demands authorized or required by
this Agreement to be given or made by the Rights Agent or by the holder
of
any Rights to or on the Company shall be sufficiently given or made if
delivered or sent by first-class mail, postage prepaid, addressed (until
another address is filed in writing with the Rights Agent) as follows:
Central Fidelity Banks, Inc.
1021 East Cary Street
P.O. Box 27602
Richmond, Virginia 23261
Attention: Corporate Secretary
Any notice or demand authorized or required by this Agreement to be given
or made by the Company or by the holder of any Rights to or on the Rights
Agent shall be sufficiently given or made if delivered or sent by first-
class mail, postage prepaid, addressed (until another address is filed in
writing with the Company) as follows:
Central Fidelity National Bank
1021 East Cary Street
P.O. Box 27602
Richmond, Virginia 23261
Attention: Stock Transfer Department
Notices or demands authorized or required by this Agreement to be given
or
made by the Company or the Rights Agent to or on the holder of any Rights
shall be sufficiently given or
<PAGE> 49
made if delivered or sent by first-class mail, postage prepaid, addressed
to such holder at the address of such holder as it appears upon the
registry books of the Rights Agent or, prior to the Distribution Date, on
the registry books of the transfer agent for the Common Shares. Any
notice
which is mailed in the manner herein provided shall be deemed given,
whether or not the holder receives the notice.
5.10 Suspension of Exercisability. To the extent that the
Company determines in good faith that some action will or need be taken
pursuant to Section 3.1 to comply with federal or state securities laws,
the Company may suspend the exercisability of the Rights for a reasonable
period in order to take such action or comply with such laws. In the
event
of any such suspension, the Company shall issue as promptly as
practicable
a public announcement stating that the exercisability or exchangeability
of
the Rights has been temporarily suspended. Notice thereof pursuant to
Section 5.9 shall not be required.
Failure to give a notice pursuant to the provisions of this
Agreement shall not affect the validity of any action taken hereunder.
5.11 Costs of Enforcement. The Company agrees that if the
Company or any other Person the securities of which are purchasable upon
exercise of Rights fails to fulfill any of its obligations pursuant to
this
Agreement,
<PAGE> 50
then the Company or such Person will reimburse the holder of any Rights
for
the costs and expenses (including legal fees) incurred by such holder in
actions to enforce such holder's rights pursuant to any Rights or this
Agreement.
5.12 Successors. All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Rights Agent shall
bind and inure to the benefit of their respective successors and assigns
hereunder.
5.13 Benefits of this Agreement. Nothing in this Agreement
shall be construed to give to any Person other than the Company, the
Rights
Agent and the holders of the Rights any legal or equitable right, remedy
or
claim under this Agreement; but this Agreement shall be for the sole and
exclusive benefit of the Company, the Rights Agent and the holders of the
Rights.
5.14 Determination and Actions by the Board of Directors,
etc.
The Board of Directors of the Company shall have the exclusive power and
authority to administer this Agreement and to exercise all rights and
powers specifically granted to the Board or to the Company, or as may be
necessary or advisable in the administration of this Agreement,
including,
without limitation, the right and power to (i) interpret the provisions
of
this Agreement and (ii) make all determinations deemed necessary or
advisable for the administration of this Agreement. All such actions,
calculations, interpretations and determinations (including,
<PAGE> 51
for purposes of clause (y) below, all omissions with respect to the
foregoing) which are done or made by the Board in good faith, shall (x)
be
final, conclusive and binding on the Company, the Rights Agent, the
holders
of the Rights and all other parties, and (y) not subject the Board of
Directors of the Company to any liability to the holders of the Rights.
5.15 Descriptive Headings. Descriptive headings appear
herein
for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.
5.16 Governing Law. THIS AGREEMENT AND EACH RIGHT ISSUED
HEREUNDER SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE
COMMONWEALTH OF VIRGINIA AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH COMMONWEALTH APPLICABLE TO
CONTRACTS TO BE MADE AND PERFORMED ENTIRELY WITHIN SUCH STATE.
5.17 Counterparts. This Agreement may be executed in any
number of counterparts and each of such counterparts shall for all
purposes
be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.
5.18 Severability. If any term or provision hereof or the
application thereof to any circumstance shall, in any jurisdiction and to
any extent, be invalid or unenforceable, such term or provision shall be
ineffective as to
<PAGE> 52
such jurisdiction to the extent of such invalidity or unenforceability
without invalidating or rendering unenforceable the remaining terms and
provisions hereof or the application of such term or provision to
circumstances other than those as to which it is held invalid or
unenforceable.
<PAGE> 53
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first above written.
CENTRAL FIDELITY BANKS, INC.
By: /s/ James F. Campbell
Name: James F. Campbell
Title: Senior Vice President
and Controller
CENTRAL FIDELITY NATIONAL BANK
By: /s/ William N. Stoyko
Name: William N. Stoyko
Title: Secretary
<PAGE> 1
EXHIBIT A
[Form of Rights Certificate]
Certificate No. W- _______ Rights
THE RIGHTS ARE SUBJECT TO REDEMPTION OR
MANDATORY EXCHANGE, AT THE OPTION OF THE
COMPANY, ON THE TERMS SET FORTH IN THE RIGHTS
AGREEMENT. RIGHTS BENEFICIALLY OWNED BY
ACQUIRING PERSONS OR AFFILIATES OR ASSOCIATES
THEREOF (AS SUCH TERMS ARE DEFINED IN THE
RIGHTS AGREEMENT) OR TRANSFEREES OF ANY OF
THE FOREGOING WILL BE VOID.
Rights Certificate
CENTRAL FIDELITY BANKS, INC.
This certifies that ____________________, or registered
assigns, is the registered holder of the number of Rights set forth
above,
each of which entitles the registered holder thereof, subject to the
terms,
provisions and conditions of the Amended and Restated Rights Agreement,
dated as of November 9, 1994 (as amended from time to time, the "Rights
Agreement"), between Central Fidelity Banks, Inc. a Virginia corporation
(the "Company"), and Central Fidelity National Bank, a national banking
association, as Rights Agent (the "Rights Agent", which term shall
include
any successor Rights Agent under the Rights Agreement), to purchase from
the Company at any time after the Distribution Date (as such term is
defined in the Rights Agreement) and prior to the close of business on
November 9, 2004, one one-hundredth of a fully paid share of 1983
Preferred
Stock, Series A Junior Participating Preferred Stock, par value $25 per
share (the "Preferred Shares"), of the Company (subject
<PAGE> 2
to adjustment as provided in the Rights Agreement) at the Purchase Price
referred to below, upon presentation and surrender of this Rights Certi-
ficate with the Form of Election to Exercise duly executed at the
principal
office of the Rights Agent in Richmond, Virginia. The Purchase Price
shall
initially be $110 per Right and shall be subject to adjustment in certain
events as provided in the Rights Agreement.
In certain circumstances described in the Rights Agreement,
the
Rights evidenced hereby may entitle the registered holder thereof to
purchase securities of an entity other than the Company or securities or
assets of the Company other than Preferred Shares, all as provided in the
Rights Agreement.
This Rights Certificate is subject to all of the terms,
provisions and conditions of the Rights Agreement, which terms,
provisions
and conditions are hereby incorporated herein by reference and made a
part
hereof and to which Rights Agreement reference is hereby made for a full
description of the rights, limitations of rights, obligations, duties and
immunities hereunder of the Rights Agent, the Company and the holders of
the Rights Certificates. Copies of the Rights Agreement are on file at
the
principal office of the Company and are available without cost upon
written
request.
<PAGE> 3
This Rights Certificate, with or without other Rights
Certificates, upon surrender at the office of the Rights Agent designated
for such purpose, may be exchanged for another Rights Certificate or
Rights
Certificates of like tenor evidencing an aggregate number of Rights equal
to the aggregate number of Rights evidenced by the Rights Certificate or
Rights Certificates surrendered. If this Rights Certificate shall be
exercised in part, the registered holder shall be entitled to receive,
upon
surrender hereof, another Rights Certificate or Rights Certificates for
the
number of whole Rights not exercised.
Subject to the provisions of the Rights Agreement, each Right
evidenced by this Certificate may be (a) redeemed by the Company under
certain circumstances, at its option, at a redemption price of $0.01 per
Right or (b) exchanged by the Company under certain circumstances, at its
option, for one Common Share or one one-hundredth of Preferred Share per
Right (or, in certain cases, other securities or assets of the Company),
subject in each case to adjustment in certain events as provided in the
Rights Agreement.
No holder of this Rights Certificate, as such, shall be
entitled to vote or receive dividends or be deemed for any purpose the
holder of any securities which may at any time be issuable on the
exercise
hereof, nor shall anything contained in the Rights Agreement or herein be
construed to confer upon the holder hereof, as such, any of
<PAGE> 4
the rights of a shareholder of the Company or any right to vote for the
election of directors or upon any matter submitted to shareholders at any
meeting thereof, or to give or withhold consent to any corporate action,
or
to receive notice of meetings or other actions affecting shareholders
(except as provided in the Rights Agreement), or to receive dividends or
subscription rights, or otherwise, until the Rights evidenced by this
Rights Certificate shall have been exercised or exchanged as provided in
the Rights Agreement.
This Rights Certificate shall not be valid or obligatory for
any purpose until it shall have been countersigned by the Rights Agent.
WITNESS the facsimile signature of the proper officers of the
Company and its corporate seal.
Date: ____________
ATTEST: CENTRAL FIDELITY BANKS, INC.
___________________________ By______________________
Title: Name:
Title:
Countersigned:
CENTRAL FIDELITY NATIONAL BANK, Rights Agent
By____________________________
Authorized Signature
<PAGE> 1
[Form of Reverse Side of Rights
Certificate]
FORM OF ASSIGNMENT
(To be executed by the registered holder if such
holder desires to transfer this Rights Certificate.)
FOR VALUE RECEIVED ________________________ hereby
sells, assigns and transfers unto ___________________
(Please print name
_____________________________________________________
and address of transferee)
this Rights Certificate, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint
_______________
Attorney, to transfer the within Rights Certificate on the books of the
within-named Company, with full power of substitution.
Dated: _______________, 19__
Signature Guaranteed: _________________________
Signature
(Signature must correspond to
name as written upon the face of
this Rights Certificate in every
particular, without alteration or
enlargement or any change
whatsoever)
Signatures must be guaranteed by a member firm of a
registered
national securities exchange, a member of the National Association of
Securities Dealers, Inc., or a commercial bank or trust company having an
office or correspondent in the United States.
- -------------------------------------------------------------------------
- -----
(To be completed if true)
<PAGE> 2
The undersigned hereby represents, for the benefit of all holders of
Rights
and shares of Common Stock, that the Rights evidenced by this Rights
Certificate are not, and, to the knowledge of the undersigned, have never
been, Beneficially Owned by an Acquiring Person or an Affiliate or
Associate thereof (as defined in the Rights Agreement).
_________________________
Signature
- -------------------------------------------------------------------------
- -----
NOTICE
In the event the certification set forth above is not
completed
in connection with a purported assignment, the Company will deem the
Beneficial Owner of the Rights evidenced by the enclosed Rights
Certificate
to be an Acquiring Person or an Affiliate or Associate thereof (as
defined
in the Rights Agreement) or a transferee of any of the foregoing and
accordingly will deem the Rights evidenced by such Rights Certificate to
be
void and not transferable or exercisable.
<PAGE> 1
[To be attached to each Rights
Certificate]
FORM OF ELECTION TO EXERCISE
(To be executed if holder desires to
exercise the Rights Certificate.)
TO: CENTRAL FIDELITY BANKS, INC.
The undersigned hereby irrevocably elects to exercise
_______________________ whole Rights represented by the attached Rights
Certificate to purchase the shares of Series A Junior Participating
Preferred Stock issuable upon the exercise of such Rights and requests
that
certificates for such shares be issued in the name of:
___________________________________
Address:
___________________________________
Social Security or Other Taxpayer
Identification Number:
If such number of Rights shall not be all the Rights evidenced by this
Rights Certificate, a new Rights Certificate for the balance of such
Rights
shall be registered in the name of and delivered to:
___________________________________
Address:
___________________________________
Social Security or Other Taxpayer
Identification Number:
Dated: _______________, 19__
Signature Guaranteed: _________________________
Signature
(Signature must correspond to
name as written upon the face of
the attached Rights Certificate
in every particular, without
alteration or enlargement or
any change whatsoever)
<PAGE> 2
Signatures must be guaranteed by a member firm of a
registered
national securities exchange, a member of the National Association of
Securities Dealers, Inc., or a commercial bank or trust company having an
office or correspondent in the United States.
- -------------------------------------------------------------------------
- -----
(To be completed if true)
The undersigned hereby represents, for the benefit of all
holders of Rights and shares of Common Stock, that the Rights evidenced
by
the attached Rights Certificate are not, and, to the knowledge of the
undersigned, have never been, Beneficially Owned by an Acquiring Person
or
an Affiliate or Associate thereof (as defined in the Rights Agreement).
_________________________
Signature
- -------------------------------------------------------------------------
- -----
NOTICE
In the event the certification set forth above is not
completed
in connection with a purported exercise, the Company will deem the
Beneficial Owner of the Rights evidenced by the attached Rights
Certificate
to be an Acquiring Person or an Affiliate or Associate thereof (as
defined
in the Rights Agreement) or a transferee of any of the foregoing and
accordingly will deem the Rights evidenced by such Rights Certificate to
be
void and not transferable or exercisable.
<PAGE> 1
EXHIBIT
B
ARTICLES OF AMENDMENT
TO
THE ARTICLES OF INCORPORATION
OF
CENTRAL FIDELITY BANKS, INC.
1. The name of the corporation is Central Fidelity Banks, Inc.,
a
Virginia corporation (the "Corporation").
2. Article III of the Articles of Incorporation of the
Corporation, as amended and restated to date, is hereby amended by
inserting at the end thereof a new provision establishing the designation
of a portion of the Corporation's 1983 Preferred Stock as Series A Junior
Participating Preferred Stock of the 1983 Preferred Stock with such
preferences, voting powers and relative, participating and other rights
and
preferences as hereinafter set forth:
Series A Junior Participating Preferred Stock of the 1983
Preferred Stock:
(i) The distinctive serial designation of this series
shall be "Series A Junior Participating Preferred Stock"
(hereinafter called "this Series"). Each share of this
Series
shall be identical in all respects with the other shares of
this Series except as to the dates from and after which divi-
dends thereon shall be cumulative.
(ii) The number of shares in this Series shall initially
be
_______, which number may from time to time be increased or
decreased (but not below the number then outstanding) by the
Board of Directors. Shares of this Series purchased by the
Corporation shall be cancelled and shall revert to authorized
but unissued shares of Preferred Stock undesignated as to
series. Shares of this Series may be issued in fractional
shares, which fractional shares shall entitle the holder, in
proportion to such holder's fractional share, to all rights
of
a holder of a whole share of this Series.
(iii) The holders of full or fractional shares of this
Series shall be entitled to receive, when, as and if declared
by the Board of Directors, but only out of funds legally
avail-
able therefor, dividends, (A) on each date that dividends or
<PAGE> 2
other distributions (other than dividends or distributions
payable
in Common Stock of the Corporation) are payable on or in
respect
of Common Stock comprising part of the Reference Package (as
defined below), in an amount per whole share of this Series
equal
to the aggregate amount of dividends or other distributions
(other
than dividends or distributions payable in Common Stock of
the
Corporation) that would be payable on such date to a holder
of the
Reference Package and (B) on the last day of March, June,
September
and December in each year, in an amount per whole share of
this
Series equal to the excess (if any) of $____* over the
aggregate
dividends paid per whole share of this Series during the
three
month period ending on such last day. Each such dividend
shall be
paid to the holders of record of shares of this Series on the
date,
not exceeding seventy days preceding such dividend or
distribution
payment date, fixed for the purpose by the Board of Directors
in
advance of payment of each particular dividend or
distribution.
Dividends on each full and each fractional share of this
Series
shall be cumulative from the date such full or fractional
share is
originally issued; provided that any such full or fractional
share
originally issued after a dividend record date and on or
prior to
the dividend payment date to which such record date relates
shall
not be entitled to receive the dividend payable on such
dividend
payment date or any amount in respect of the period from such
original issuance to such dividend payment date. Accrued but
unpaid dividends shall not bear interest.
The term "Reference Package" shall initially mean
100 shares of Common Stock, par value $5.00 per share
("Common
Stock"), of the Corporation. In the event the Corporation
shall at any time after the close of business on ________,
19__** (A) declare or pay a dividend
* Insert an amount equal to 1/4 of the Purchase Price
(i.e., a guaranteed 1% dividend). [To be completed
when Certificate of Designation is filed].
** For a certificate of designation relating to shares to
be issued pursuant to Section 2.3 of the Rights Agree-
ment, insert the Distribution Date. For a certificate
of designation relating to shares to be issued pursuant
to Section 3.1(d) of the Rights Agreement, insert the
Flip-in Date. [To be completed when Certificate of
Designation is filed]
<PAGE> 3
on any Common Stock payable in Common Stock, (B) subdivide
any
Common Stock or (C) combine any Common Stock into a smaller
number of shares, then and in each such case the Reference
Package after such event shall be the Common Stock that a
holder
of the Reference Package immediately prior to such event
would
hold thereafter as a result thereof.
Holders of shares of this Series shall not be entitled
to
any dividends, whether payable in cash, property or stock, in
excess of full cumulative dividends, as herein provided on
this
Series.
So long as any shares of this Series are out-
standing, no dividend (other than a dividend in Common Stock
or
in any other stock ranking junior to this Series as to
dividends and upon liquidation) shall be declared or paid or
set aside for payment or other distribution declared or made
upon the Common Stock or upon any other stock ranking junior
to
this Series as to dividends or upon liquidation, nor shall
any
Common Stock nor any other stock of the Corporation ranking
junior to or on a parity with this Series as to dividends or
upon liquidation be redeemed, purchased or otherwise acquired
for any consideration (or any moneys be paid to or made
available for a sinking fund for the redemption of any shares
of any such stock) by the Corporation (except by conversion
into or exchange for stock of the Corporation ranking junior
to
this Series as to dividends and upon liquidation), unless, in
each case, the full cumulative dividends (including the
dividend to be due upon payment of such dividend,
distribution,
redemption, purchase or other acquisition) on all outstanding
shares of this Series shall have been, or shall contempora-
neously be, paid.
(iv) In the event of any merger, consolidation, reclassi-
fication or other transaction in which the shares of Common
Stock are exchanged for or changed into other stock or
securities, cash
<PAGE> 4
and/or any other property, then in any such case the shares
of
this Series shall at the same time be similarly exchanged or
changed in an amount per whole share equal to the aggregate
amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, that a holder of the
Reference Package would be entitled to receive as a result of
such transaction.
(v) In the event of any liquidation, dissolution or
winding up of the affairs of the Corporation, whether
voluntary
or involuntary, the holders of full and fractional shares of
this Series shall be entitled, before any distribution or
payment is made on any date to the holders of the Common
Stock
or any other stock of the Corporation ranking junior to this
Series upon liquidation, to be paid in full an amount per
whole
share of this Series equal to the greater of (A) $__________*
or (B) the aggregate amount distributed or to be distributed
prior to such date in connection with such liquidation,
disso-
lution or winding up to a holder of the Reference Package
(such
greater amount being hereinafter referred to as the
"Liquidation Preference"), together with accrued dividends to
such distribution or payment date, whether or not earned or
declared. If such payment shall have been made in full to
all
holders of shares of this Series, the holders of shares of
this
Series as such shall have no right or claim to any of the
remaining assets of the Corporation.
In the event the assets of the Corporation avail-
able for distribution to the holders of shares of this Series
upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, shall be
insufficient to pay in full all amounts to which such holders
are entitled pursuant to the first paragraph of this
Section (v), no such distribution shall be made on account of
any shares of any other class or series of Preferred Stock
ranking on a parity with the shares of this Series upon such
liquidation, dissolution or winding up unless proportionate
distributive amounts shall be
* Insert an amount equal to 100 times the Purchase Price
in effect as of the Distribution Date. [To be
completed when a Certificate of Designation is filed.]
<PAGE> 5
paid on account of the shares of this Series, ratably in
proportion to the full distributable amounts for which
holders
of all such parity shares are respectively entitled upon such
liquidation, dissolution or winding up.
Upon the liquidation, dissolution or winding up
of
the Corporation, the holders of shares of this Series then
outstanding shall be entitled to be paid out of assets of the
Corporation available for distribution to its shareholders
all
amounts to which such holders are entitled pursuant to the
first paragraph of this Section (v) before any payment shall
be
made to the holders of Common Stock or any other stock of the
Corporation ranking junior upon liquidation to this Series.
For the purposes of this Section (v), the
consoli-
dation or merger of, or binding share exchange by, the
Corpora-
tion with any other corporation shall not be deemed to
constitute a liquidation, dissolution or winding up of the
Corporation.
(vi) The shares of this Series shall not be redeemable.
(vii) In addition to any other vote or consent of share-
holders required by law or by the Restated Articles of
Incorporation, as amended, of the Corporation, each whole
share
of this Series shall, on any matter, vote as a class with any
other capital stock comprising part of the Reference Package
and voting on such matter and shall have the number of votes
thereon that a holder of the Reference Package would have.
3. The Board of Directors of the Corporation, at a meeting duly
called and held, in accordance with Section 13.1-684 of the Code of
Virginia, as amended, on ________, 19__, adopted the foregoing amendment
to
the Articles of Incorporation (the "Amendment") in accordance with
Section
13.1-639 of the Code of Virginia.
4. No shareholder action on the Amendment is required.
<PAGE> 6
These Articles of Amendment are executed in the name of the
Corporation by its Chairman and Chief Executive Officer, who declares
under
the penalties of perjury that the facts stated herein are true.
CENTRAL FIDELITY BANKS, INC.
Date: _______________, 19__ By: __________________________
Lewis N. Miller, Jr.
Chairman and Chief
Executive Officer
<PAGE> 1
Immediately
William N. Stoyko
Corporate Executive Officer
(804) 697-7145
November 10, 1994
CENTRAL FIDELITY BANKS, INC. AMENDS RIGHTS PLAN
Richmond, VA -- The Board of Directors of Central Fidelity Banks, Inc.
(NASDAQ-CFBS) yesterday amended its Rights Agreement, first adopted in
1989. The amendments were the result of a routine review and updating of
individual provisions of the Rights Agreement. The threshold at which an
acquiring person will "trigger" the rights was lowered from 20% to 10%
and provisions were eliminated which made the plan inapplicable to cash
tender offers resulting in a person owning 80% of the outstanding stock
and which required redemption of the rights following a shareholder vote
if an offer for cash meeting criteria were made.
William N. Stoyko, Corporate Executive Officer, Central Fidelity Banks,
Inc., stated, "These changes were made to conform our Rights Agreement to
the vast majority of such plans by eliminating the two cash offer
exceptions. In addition, the lower threshold, which is consistent with
the Virginia Affiliated Transactions Act, is intended to prevent control
from passing to one or more shareholders without fair consideration being
paid to all our shareholders."
A letter to shareholders regarding the amended Rights Agreement and a
summary of certain terms of the amended Rights Agreement will be mailed
to shareholders shortly.
Central Fidelity is a publicly held company whose shares are traded on
the national over-the-counter market and quoted through NASDAQ under the
symbol CFBS. Central Fidelity Banks, Inc. is a Richmond, Virginia based
bank holding company with approximately $9.9 billion in assets at
September 30, 1994 and 230 offices throughout the Commonwealth of
Virginia.
