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AMENDMENT NUMBER 1
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ONE VALLEY BANCORP, INC.
(Exact name of registrant as specified in its charter)
West Virginia 0-10042 55-0609408
(State of incorporation (Commission (I.R.S. Employer
of organization) File Number) Identification No.)
One Valley Square, Charleston, West Virginia 25301
(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
Common Stock $10.00 Par Value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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Item 1.
Description of Registrant's Securities
to be Registered
Common Stock, $10.00 Par Value
The capital stock of One Valley Bancorp, Inc. (the "Company" or
"Registrant"), to be registered on the New York Stock Exchange, Inc.
(the "Exchange"), is the Registrant's Common Stock with a par value
of $10.00 per share. Holders of Common Stock are entitled to one
vote per share at all meetings of shareholders. Dividends that may
be declared on the Common Stock will be paid in an equal amount to
the holder of each share. No preemptive rights are conferred upon
the holders of such stock and there are no liquidation or conversion
rights; nor are there any redemption or sinking fund provisions and
there is no liability to further calls or to assessments by the
Registrant.
Certain provisions of the Company's Articles of Incorporation were
designed to make the Company a less attractive target for
acquisition by an outsider who does not have the support of the
Company's directors. These provisions: (1) provide for a classified
Board; (2) provide that directors may only be removed by the
affirmative vote of 80% or more of the shares entitled to vote; (3)
provide that nominations may be made only by advance written notice;
(4) provide that certain business transactions will require the
affirmative vote of the holders of at least 80% of the shares
entitled to vote; and (5) provide that at least 80% of the shares
entitled to vote must approve certain amendments to the Articles of
Incorporation and Bylaws; and (6) provide that newly created
directorships must be filled by the Board. In addition, in October,
1995, the Board of Directors adopted a Shareholder Protection Rights
Plan. While the foregoing provisions will not necessarily prevent
takeover attempts, they should discourage an attempt to obtain
control of the Company in a transaction not approved by the
Company's Board of Directors by making it more difficult for a third
party to obtain control in a short time and impose its will on the
remaining shareholders of the Company.
Item 2.
Exhibits
1. All exhibits required by Instruction II to Item 2 will be
supplied to the New York Exchange.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of l934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
ONE VALLEY BANCORP, INC.
(Registrant)
By: /s/ J. Holmes Morrison
J. Holmes Morrison
President & Chief Executive Officer
Dated: April 30, 1997
