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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 28549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Magna Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 37-0996453
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(State of incorporation or organization) (IRS Employer
Identification
No.)
One Magna Place, 1401 S. Brentwood Blvd.
St. Louis, MO 63144-1401
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(Address of principal executive office) (Zip Code)
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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
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Preferred Stock New York Stock Exchange, Inc.
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Purchase Rights with
Respect to Common
Stock, par value $2.00
per share
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If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. / /
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. / /
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1 Description of Registrant's Securities to be Registered.
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On November 11, 1988, the Board of Directors of Magna Group, Inc. (the
"Company") declared a dividend distribution of one Preferred Stock Purchase
Right (the "Rights") for each outstanding share of Common Stock, $2.00 par
value (the "Common Stock"), of the Company (other than shares held in the
Company's treasury). The dividend distribution was payable to the
stockholders of record at the close of business on November 22, 1988 (the
"Record Date"). Except as set forth below, each Right, when exercisable,
entitles the registered holder to purchase from the Company one one-hundredth
of a share of a new series of voting preferred stock, designated as Series A
Junior Participating Preferred Stock, no par value (the "Preferred Stock"),
at a price of $50.00 per one one-hundredth of a share (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights are set forth
in a Rights Agreement (the "Rights Agreement") between the Company and Magna
Trust Company, as Rights Agent (the "Rights Agent").
As of the Record Date, the Rights will be attached to all Common Stock
certificates representing shares then outstanding. No separate Right
Certificates will be distributed until the earlier of (i) ten days following
the first to occur of (a) a public announcement that, without the prior
written approval of a majority of the Board of Directors of the Company, a
person or group of affiliated or associated person (an "Acquiring Person")
has acquired, or obtained the right to acquire, 20% or more of the
outstanding shares of Common Stock of the Company or (b) the date on which
the Company first has notice or otherwise determines that a person has become
an Acquiring Person (the first to occur of the events in clause (a) or (b)
above being called the "Stock Acquisition Date") or (ii) ten days following
the commencement or first public announcement of an intention to make a
tender offer or exchange offer (if such intention to commence remains in
effect for five business days after such commencement or announcement),
without the prior written approval of a majority of the Board of Directors of
the Company, for 20% or more of the outstanding shares of such Common stock
(the earlier of the dates in clause (i) or (ii) above being called the
"Distribution Date").
Until the Distribution Date (or earlier redemption or expiration of the
Rights), new Common Stock certificates issued after the Record Date, upon
transfer, new issuance or issuance from the Company's treasury of the
Company's Common Stock, will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption
or expiration of the Rights), the Rights may only be transferred with the
Company's Common Stock and surrender for transfer of any of the Company's
Common Stock certificates outstanding as of and after the Record Date will
also constitute the transfer of the Rights associated with the Common Stock
represented by such certificate. As soon as
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practicable following the Distribution Date, separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of record of the
Company's Common Stock as of the close of business on the Distribution Date and
such separate certificates alone will then evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on November 22, 1998, unless earlier redeemed or exchanged by the
Company, as described below.
The Purchase Price payable, and the number of shares of Preferred Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event
of a declaration of a stock dividend on, or a subdivision, combination or an
issuance of shares of the Company's Common Stock or reclassification of the
Preferred Stock, (ii) upon the determination of a record date for the
distribution to holders of Preferred Stock of rights or warrants to subscribe
for shares of Preferred Stock or securities convertible into Preferred Stock
at less than the then current market price of the Preferred Stock, or
(iii) upon the determination of a record date for the distribution to holders
of Preferred Stock of evidences of indebtedness, cash or assets (excluding
regular periodic cash dividends out of earnings or retained earnings or
dividends payable in Preferred Stock) or of convertible securities
subscription rights or warrants (other than those referred to above). With
certain exceptions, no adjustments in the Purchase Price or the number of
shares covered by each Right will be required until cumulative adjustments
require an adjustment of at least 1% in such Purchase Price.
In the event that, following the Distribution Date, (i) the Company
consolidates with or merges into another Person, or (ii) such person
consolidates with or merges into the surviving corporation in which all or
part of the Common Stock of the Company is exchanged for securities of
another person, cash or other property, or (iii) the Company sells or
otherwise transfers, in one or more transactions, 50% or more of its assets
or earning power, proper provision shall be made so that each holder of a
Right (other than the Acquiring Person or any affiliate or associate of the
Acquiring Person) shall thereafter have the right to receive, upon the
exercise of the Right and payment of the Purchase Price, that number of
shares of common stock of the surviving or purchasing company (or, in certain
cases, one of its affiliates) which at the time of such transaction would
have a then current market value of two times the Purchase Price (such right
being called the "Merger Right").
In the event that any person shall become an Acquiring Person (except in
the event that the Acquiring Person acquires pursuant to a tender offer for
all shares 85% or more of the outstanding shares of Magna Common Stock,
exclusive of shares owned by directors, officers and employee benefit plans
of Magna), proper provision shall be made so that each holder of a Right
(other than
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the Acquiring Person or any affiliate or associate of the Acquiring Person) will
thereafter have the right to receive upon exercise that number of shares (or
fractional shares) of Common Stock of the Company having a then current market
value of two times the Purchase Price of the Right, subject to the availability
of a sufficient number of treasury shares or authorized but unissued shares
(such right being called the "Subscription Right"). The holder of a Right will
continue to have the Merger Right even if no Subscription Right inures or, if
such Subscription Right inures, unless and until such holder exercises the
Subscription Right.
At any time after a person becomes an Acquiring Person but prior to such
time as any person becomes the beneficial owner of 50% or more of the
outstanding shares of the Company's Common Stock, the Company may elect to
effect a full or partial exchange of Rights (an "Exchange") for the Company's
Common Stock at an initial exchange ratio of one share of Common Stock for
each Right owned. Alternatively, the Company may elect to effect an Exchange
using Preferred Stock at an initial exchange ratio of one one-hundredth of a
share of Preferred Stock for each Right owned.
Any Rights that are beneficially owned by an Acquiring Person or an
affiliate or an associate of an Acquiring Person will become null and void
upon the occurrence of any of the events giving rise to the exercisability of
the Merger Right or the Subscription Right. Any holder of such Rights will
have no right to exercise such Rights from and after the occurrence of such
an event insofar as they relate to the Merger Right or the Subscription
Right. Rights that are beneficially owned by an Acquiring Person or its
affiliates or associates will also be null and void for purposes of an
Exchange and such holders will have no right to receive the Company's Common
Stock or Preferred Stock in exchange for Rights if the Company elects to
effect an Exchange.
No fractional shares of Common Stock or other securities issuable upon
exercise of the Rights (other than Preferred Stock) will be issued in the
exercise of a Merger Right or Subscription Right or upon an Exchange. In
lieu of fractional shares, an adjustment in cash will be made based on the
market price of the Common Stock on the last trading date prior to the date
of exercise or exchange of such Right.
At any time prior to a person becoming an Acquiring Person, a majority
of the Board of Directors of the Company may elect to redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the "Redemption
Price"). Immediately upon the action of the Board of Directors electing to
redeem the Rights, the Company shall make announcement thereof, and the right
to exercise the Rights will terminate and the only right of the holders of
Rights will be to receive the Redemption Price.
The Preferred Stock purchasable upon exercise of the Rights or issuable
upon an Exchange will be nonredeemable and junior to any other series of
preferred stock the Company may issue
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(unless otherwise provided in the terms of such stock). Each share of Preferred
Stock will have a preferential dividend in an amount equal to the greater of
$1.00 per share or 100 times any dividend declared on each share of Common
Stock. In the event of liquidation, the holders of Preferred Stock will receive
a preferred liquidation payment equal to the greater of $100.00 or 100 times the
payment made per each share of Common Stock. Each share of Preferred Stock will
have one vote on all matters submitted to the vote of stockholders of the
Company and vote together as one class with the holders of shares of Common
Stock and the holders of any other capital stock of the Company having general
voting rights. In the event of any merger, consolidation or other transaction
in which shares of the Company's Common Stock are exchanged for stock or
securities of another person, cash or property, each share of Preferred Stock
will be entitled to receive 100 times the amount and type of consideration
received per share of Common Stock. The rights of the Preferred Stock as to
dividends, liquidation and voting, and in the event of mergers and
consolidations, are protected by customary anti-dilution provisions. Fractional
shares of Preferred Stock in integral multiples of one one-hundredth of a share
of Preferred Stock will be issuable; however, the Company may elect to
distribute depositary receipts in lieu of such fractional shares. In lieu of
fractional shares other than fractions which are multiples of one one-hundredth
of a share, an adjustment in cash will be made based on the market price of the
Preferred Stock on the last trading date prior to the date of exercise or
exchange of such Rights.
Until a Right is exercised or exchanged, the holder thereof, as such,
will have no rights as a stockholder of the Company, including, without
limitation, no rights to vote, to receive dividends or distributions, to give
or withhold consent to any corporate action or to receive notice of meetings
or other actions affecting shareholders.
At October 15, 1996, the Company had a total of 40,000,000 shares of
Common Stock authorized, of which 28,077,747 shares of Common Stock were
outstanding. Each outstanding share of Common Stock has received one Right.
As long as the Rights are attached to the Common Stock, the Company will
issue one Right with each new share of Common Stock and each share of Common
Stock issued from the Company's treasury so that all such shares will also
have attached rights. At October 15, 1996, the Company had a total of
1,000,000 shares of Preferred Stock, no par value, authorized of which no
shares were outstanding, 49,500 shares of Class B Voting Preferred Stock, par
value $20.00 per share, were authorized of which 1,996 shares were
outstanding, and 1,000,000 shares of Class C Non-Voting Preferred Stock, par
value $.10 per share, were authorized of which no shares were outstanding.
There have been reserved for issuance 400,000 shares of Series A Junior
Participating Preferred Stock of the Company issuable upon exercise of the
Rights.
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The Rights may have the effect of impeding a change in control of the
Company without the prior consent of the Company's Board of Directors. The
Rights will cause substantial dilution to a person that attempts to acquire
the Company without conditioning the offer on redemption of the Rights by the
Board of Directors of the Company or on the acquisition by such person of a
substantial number of Rights. The Rights should not interfere with any
merger, consolidation or other business combination approved by the Board of
Directors since the Rights may be redeemed by the Board as described above.
A conformed copy of the Rights Agreement between the Company and Magna
Trust Company specifying the terms of the Rights, which includes as Exhibit B
the form of Right Certificate, is attached as Exhibit 1 (Rights Agreement)
and Exhibit 2 (Right Certificate) to the Company's Registration Statement on
Form 8-A (File No. 0-8234) filed November 11, 1988, filed as Exhibit 1, 2,and
is incorporated herein by reference. The foregoing description of the Rights
is qualified in its entirety by reference to such exhibits.
Item Exhibits.
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The following exhibits are included herewith:
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
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<C> <S> <C>
1, 2 Conformed copy of Rights Agreement dated as of November 11, 1988
between Magna Group, Inc. and Magna Trust Company, which includes
as Exhibit A the form of Right Certificate filed as Exhibit 1, 2
to the Company's Registration Statement on Form 8-A (File No.
0-8234) filed November 11, 1988 and is incorporated herein by
reference
</TABLE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned thereto duly authorized.
MAGNA GROUP, INC.
Date: November 1, 1996 By: /s/ Ronald A. Buerges
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Ronald A. Buerges
Executive Vice President and
Chief Financial Officer
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