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
- -----------------------------------------
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
Common Stock 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
Common Stock, $5.00 Par Value
The capital stock of Star Banc Corporation (the "Corporation")
to be registered on the New York Stock Exchange, Inc. (the
"Exchange"), is the Corporation's Common Stock with a par value
of $5.00 per share. Holders of shares of Common Stock are
entitled to be paid dividends that may be declared on the Common
Stock in an equal amount to the holder of each share.
Cumulative voting for the election of directors is not
permitted. The Common Stock does not carry any sinking fund
provisions, nor any redemption provisions. Stockholders of
record are entitled to cast one vote for each share held on all
matters presented for a vote of the stockholders. The Common
Stock does not carry any liquidation rights, preemption rights,
restrictions on alienability, nor discriminating provisions
against any existing or prospective holder of such securities,
except as set forth in the Articles of Incorporation of the
Corporation and summarized below. Holders of shares of Common
Stock are not held liable for actions or inactions of the
Corporation under the General Corporation laws of the State of
Ohio.
Certain provisions of the Corporation's Articles of
Incorporation were designed to make the Corporation a less
attractive target for acquisition by an outsider who does not
have the support of the Corporation's directors. These
provisions: (1) provide that special meetings of stockholders
may be called by resolution of the Board of Directors, or the
Chief Executive Officer, or by holders of fifty percent (50%) of
the outstanding shares of the Corporation; (2) provide that the
Articles of Incorporation cannot be amended, altered or repealed
without the affirmative vote of eighty percent (80%) of the
outstanding common shares of the Corporation, which vote must
include the affirmative vote of at least fifty percent (50%) of
the outstanding common stock held by shareholders other than a
Related Person, if any (defined as a holder of at least twenty
percent (20%) of the Corporation's voting stock, with certain
exceptions); (3) provide that "Business Combinations" with a
Related Person must be approved by the holders of eighty percent
(80%) of the voting power of the outstanding Common shares and
also by the holders of fifty percent (50%) of such voting power
not held by the Related Person, unless (a) the Business
Combination was approved by the Board of Directors either (i)
prior to the acquisition by such Related Person of the
beneficial ownership of twenty percent (20%) or more of the
outstanding shares of Common Stock or (ii) after such
acquisition, so long as three-fourths or more of the
Corporation's Board of Directors approved such acquisition prior
to its being consummated; or (b) the Business Combination is
solely between the Corporation and another corporation fifty
percent (50%) or more of the voting stock of which is owned by
the Corporation and none of which is owned by a Related Person,
provided that each stockholder of the Corporation receives the
same type of consideration in such transaction in proportion to
his stockholding; or (c) certain minimum "fair price"
requirements are met.
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
Dated April 15, 1994
By /s/ F. Kristen Koepcke
F. Kristen Koepcke
Vice President, Secretary and General Counsel
