UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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STAR BANC CORPORATION
(Exact name of registrant as specified in its charter)
Ohio 31-0838189
(State of Incorporation or organization) (I.R.S. Employer Identification No.)
425 Walnut Street, Cincinnati, Ohio 45202
(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
Series A Preferred Stock Purchase Rights New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None.
Item 1. Description of Registrant's Securities to be Registered
Series A Preferred Stock Purchase Rights
The rights of Star Banc Corporation (the "Corporation") to be
registered on the New York Stock Exchange, Inc. (the "Exchange")
are the Corporation's Series A Preferred Stock Purchase Rights
(individually, a "Right" and collectively, the "Rights"). In
October 1989, the Company adopted a Share Purchase Rights Plan
and declared a dividend of one Right on each share of the
Corporation's Common Stock. Each Right entitles a Common
Stockholder of the Corporation to buy one one-hundredth of a
share of Series A Preferred Stock, no par value, at an exercise
price of $100.00 per one one-hundredth of a share. The Rights
are exercisable only if a person or group acquires or obtains
the right to acquire ownership of 20 percent or more of the
Corporation's common stock, commences a tender or exchange offer
for 30 percent or more of the common stock, or a holder of 10
percent or more of common stock is declared an "Adverse Person"
by the Corporation's Board of Directors. The Corporation is
entitled to redeem the Preferred Stock Purchase Rights at a
price of one cent per Preferred Stock Purchase Right at any time
before the twentieth day following the date a 20 percent
position has been acquired. If the Corporation is acquired in a
merger or other business combination transaction, each Right
entitles its holder to purchase, at the Right's then current
exercise price, a number of the acquiring company's common
shares having a market value at that time of twice the Right's
exercise price. The Rights also provide a similar right for
holders (other than an Acquiring Person or Adverse Person as
defined in the Preferred Stock Purchase Rights Agreement) to
purchase the Corporation's common stock having a market value at
that time of twice the Preferred Stock Purchase Right's exercise
price under certain circumstances where a person or group has
acquired a 30 percent block of the Corporation's common stock or
been declared an "Adverse Person" by a majority of the
Corporation's outside directors.
In connection with the Share Purchase Rights Plan, 500,000 of
the Company's authorized preferred shares have been designated
as Series A Preferred Stock, no par value. None of these shares
have been issued.
Item 2. Exhibits
1. All exhibits required by Instruction II to Item 2 will be
supplied to the New York Stock Exchange.
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.
STAR BANC CORPORATION
Date: May 5, 1994
By: /s/ F. Kristen Koepcke
F. Kristen Koepcke
Vice President, Secretary and General Counsel
