SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-B/A
AMENDMENT NO. 1 TO
REGISTRATION STATEMENT ON FORM 8-B
FOR REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR
ISSUERS FILED PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
CENTRAL FIDELITY BANKS, INC.
(Exact name of registrant as specified in its charter)
Virginia 54-1091649
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
1021 East Cary Street, Richmond, Virginia 23219
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $5.00
(Title of Class)
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Item 4. Description of Registrant's Securities to be Registered.
Central Fidelity Banks, Inc. (the "Registrant") hereby amends in its
entirety Item 4, "Capital Stock to be Registered," of Registrant's Registration
Statement on Form 8-B filed on April 30, 1979 as follows:
The following summary description of the capital stock of the
Registrant is qualified in its entirety by reference to applicable provisions of
Virginia law and the Registrant's Restated Articles of Incorporation, as amended
(the "Articles"), and By-Laws, which are on file with the Securities and
Exchange Commission (the "Commission").
Common Stock
The Registrant is authorized to issue 100,000,000 shares of common
stock, par value $5.00 per share (the "Common Stock"), of which 40,192,879
shares were outstanding at December 31, 1995. All of the outstanding shares of
Common Stock are fully paid and nonassessable.
Holders of Common Stock are entitled to receive dividends when and as
declared by the Board of Directors out of funds legally available therefor. In
the event of liquidation, holders of Common Stock will be entitled to receive
pro rata any assets distributable to holders of Common Stock in respect of the
number of shares held by them. The dividend and liquidation rights of holders of
Common Stock are subject to the rights of holders of any Preferred Stock of the
Registrant which may be issued and outstanding. See " - Preferred Stock."
Holders of Common Stock are entitled to one vote per share on all
matters submitted to shareholders. There are no cumulative voting rights in the
election of directors. Holders of Common Stock have no conversion or redemption
rights. Each share of Common Stock also represents one preferred share purchase
right under the Registrant's Shareholder Rights Plan. The preferred share
purchase rights are registered under Section 12(g) of the Securities Exchange
Act of 1934 on Form 8-A, as amended, a copy of which is on file with the
Commission. Central Fidelity National Bank, a national banking association, is
the transfer agent and registrar for the Common Stock.
Preferred Stock
The Registrant is authorized to issue two classes of Preferred Stock:
200,000 shares of Preferred Stock, par value $100.00 per share; and 4,000,000
shares of 1983 Preferred Stock, par value $25.00 per share (together, the
"Preferred Stock"). No shares of either class are outstanding.
Under the Registrant's Articles, the Board of Directors, without
shareholder approval, is authorized to issue shares of either class of Preferred
Stock in one or more series and to designate, with respect to each such series
of Preferred Stock: (i) the number of shares in each
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such series; (ii) the dividend rates, preferences and date of payment; (iii)
whether dividends on any floating or variable rate series of Preferred Stock
shall be cumulative and, if cumulative, the date or dates from which the same
shall be cumulative; (iv) the extent of participation rights, if any; (v) the
terms and conditions of redemption and the prices at which it may occur; (vi)
the sinking fund provisions, if any, for redemption or purchase of shares; (vii)
voluntary and involuntary liquidation preferences; (viii) the rights, if any,
and the terms and conditions on which shares can be converted into or exchanged
for shares of any other class or series; and (ix) the voting rights, if any, in
addition to such voting rights as are or may be required by law.
The Registrant's Articles also provide that, with respect to any series
of Preferred Stock as to which the Board of Directors of the Registrant shall
have specified a fixed rate of dividend, the holders of any such series of
Preferred Stock shall be entitled to cumulative dividends. No dividends may be
declared or paid on the Common Stock, or on any shares of Preferred Stock which
are entitled to participate with the Common Stock, until full dividends on any
outstanding fixed rate Preferred Stock is paid, or declared and set apart for
payment, with respect to all past dividend periods and any current dividend
period. Interest will not accrue on cumulative dividend arrearages payable on
fixed rate Preferred Stock.
The Board of Directors may authorize the issuance of one or more series
of Preferred Stock of either class which may have voting and conversion rights
which could adversely affect the voting power of the holders of Common Stock.
The Board of Directors has authorized and initially reserved from the
1983 Preferred Stock up to 200,000 shares of Series A Junior Participating
Preferred Stock, par value $25.00 per share, for issuance upon the exercise of
the preferred share purchase rights under the Registrant's Shareholder Rights
Plan. Such reservation may be increased by resolution of the Board of Directors
from time to time.
The creation and issuance of any additional series of Preferred Stock,
and the relative rights and preferences of such series, if and when established,
will depend upon, among other things, the future capital needs of the
Registrant, then existing market conditions and other factors that, in the
judgment of the Board of Directors of the Registrant, might warrant the issuance
of Preferred Stock.
Preemptive Rights
No holder of any shares of Common Stock or Preferred Stock has any
preemptive right to purchase or subscribe to any additional shares of any class
or series of the capital stock of the Registrant.
Certain Provisions Which May Have an Anti-Takeover Effect
The Registrant's Articles and By-Laws contain provisions which may have the
effect of delaying or preventing a change in control of the Registrant. The
Articles and By-Laws provide
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(i) for division of the Board of Directors into three classes, with one class
elected each year to serve a three-year term; (ii) that directors may be removed
only upon the affirmative vote of the holders of 80% of the outstanding voting
stock; (iii) that any vacancy on the Board may be filled by the remaining
directors; (iv) that advance notification is required for a shareholder to bring
business before a shareholders' meeting or to nominate a person for election as
a director; and (v) that the affirmative vote of the holders of 80% of the
outstanding voting stock is required to alter, amend or repeal the foregoing
provisions.
The Articles also contain a "fair price" provision that requires the
affirmative vote of the holders of 80% of the outstanding voting stock as a
condition for certain mergers or business combinations, unless the transaction
is either approved by a majority of the disinterested directors or certain
minimum fair price and procedural requirements are met, in which case the
transaction will require only the affirmative vote of the holders of outstanding
voting stock as required by law or any other provision of the Articles. A
"disinterested director" is defined as any member of the Registrant's Board of
Directors who is (i) unaffiliated with an interested shareholder (as defined
below) and was a member of the Board prior to the time the interested
shareholder became such, or (ii) is so unaffiliated and is recommended to
succeed a disinterested director by a majority of the disinterested directors
then on the Board. An "interested shareholder" is defined to mean any entity
(other than the Registrant or a subsidiary) or affiliate of the Registrant
beneficially owning more than 20% of the Registrant's stock, or any shareholder
beneficially owning shares of the Registrant's stock by reason of assignment by,
or succession to, an interested shareholder.
The foregoing provisions of the Articles and By-Laws are intended to
prevent inequitable shareholder treatment in a two-tier takeover and to reduce
the possibility that a third party could effect a sudden or surprise change in
majority control of the Board of Directors without the support of the incumbent
Board, even if such a change were desired by, or would be beneficial to, a
majority of the Registrant's shareholders. Such provisions therefore may have
the effect of discouraging certain unsolicited offers for the Registrant's
capital stock.
Affiliated Transactions
The Virginia Stock Corporation Act contains provisions governing
"Affiliated Transactions." Affiliated Transactions include certain mergers and
share exchanges, certain material dispositions of corporate assets not in the
ordinary course of business, any dissolution of a corporation proposed by or on
behalf of an Interested Shareholder (as defined below), and reclassifications,
including reverse stock splits, recapitalizations or mergers of a corporation
with its subsidiaries or distributions or other transactions which have the
effect of increasing the percentage of voting shares beneficially owned by an
Interested Shareholder by more than 5%. For purposes of the Act, an Interested
Shareholder is defined as any beneficial owner of more than 10% of any class of
the voting securities of a Virginia corporation.
Subject to certain exceptions discussed below, the provisions governing
Affiliated Transactions require that, for three years following the date upon
which any shareholder
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becomes an Interested Shareholder, any Affiliated Transaction be approved by the
affirmative vote of two-thirds of the voting shares of a corporation, other than
the shares beneficially owned by the Interested Shareholder, and by a majority
(but not less than two) of the Disinterested Directors (as defined below). A
Disinterested Director means a member of a corporation's board of directors who
(i) was a member before the later of January 1, 1988 and the date on which an
Interested Shareholder became an Interested Shareholder and (ii) was recommended
for election by, or was elected to fill a vacancy and received the affirmative
vote of, a majority of the Disinterested Directors then on the board. At the
expiration of the three-year period, these provisions require approval of
Affiliated Transactions by the affirmative vote of the holders of two-thirds of
the voting shares of a corporation, other than those beneficially owned by the
Interested Shareholder.
The principal exceptions to the special voting requirement apply to
Affiliated Transactions occurring after the three-year period has expired and
require either that the transaction be approved by a majority of the
Disinterested Directors or that the transaction satisfy certain fair price
requirements of the statute. In general, the fair price requirements provide
that the shareholders must receive the highest per share price for their shares
as was paid by an Interested Shareholder for his shares or the fair market value
of their shares, whichever is higher. They also require that, during the three
years preceding the announcement of the proposed Affiliated Transaction, all
required dividends have been paid and no special financial accommodations have
been accorded an Interested Shareholder unless approved by the majority of the
Disinterested Directors.
None of the foregoing limitations and special voting requirements
applies to a transaction with an Interested Shareholder who has been an
Interested Shareholder since the effective date of the statute (January 26,
1988) or who became an Interested Shareholder by gift or inheritance from such a
person or whose acquisition of shares making such person an Interested
Shareholder was approved by a majority of the Disinterested Directors.
These provisions were designed to deter certain takeovers of Virginia
corporations. In addition, the statute provides that, by affirmative vote of a
majority of the voting shares other than shares owned by any Interested
Shareholder, a corporation may adopt, by meeting certain voting requirements, an
amendment to its articles of incorporation or bylaws providing that the
Affiliated Transactions provisions shall not apply to the corporation. The
Registrant has not adopted such an amendment.
Control Share Acquisitions
The Virginia Stock Corporation Act also contains provisions regulating
certain "control share acquisitions," which are transactions causing the voting
strength of any person acquiring beneficial ownership of shares of a public
corporation in Virginia to meet or exceed certain threshold percentages (20%,
33 1/3% or 50%) of the total votes entitled to be cast for the election
of directors. Shares acquired in a control share acquisition have no voting
rights unless: (i) the voting rights are granted by a majority vote of all
outstanding shares other than those held by
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the acquiring person or any officer or employee director of the corporation, or
(ii) the articles of incorporation or bylaws of the corporation provide that
these Virginia law provisions do not apply to acquisitions of its shares. The
acquiring person may require that a special meeting of the shareholders be held
to consider the grant of voting rights to the shares acquired in the control
share acquisition. The Registrant has adopted an amendment to its By-Laws making
these provisions inapplicable to acquisitions of its shares.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
CENTRAL FIDELITY BANKS, INC.
(Registrant)
Date: March 8, 1996 By: /s/ William N. Stoyko, Esq.
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William N. Stoyko, Esq.
Corporate Executive Officer
and Secretary
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