<PAGE>
As filed with the Securities and Exchange Commission on April 12, 1996.
Registration No. ___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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STAR BANC CORPORATION
(Exact name of registrant as specified in its charter)
Ohio 31-0838189
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
425 Walnut Street
Cincinnati, Ohio 45202
(513) 632-4000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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Thomas J. Lakin, Esq.
Executive Vice President, General Counsel
and Secretary
Star Banc Corporation
425 Walnut Street
Cincinnati, Ohio 45202
(513) 632-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
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If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [X]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] __________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Proposed maximum Proposed maximum
securities to Amount to be offering price aggregate Amount of
be registered registered per unit (1) offering price(1) registration fee
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 100,000 shares $63.5625 $6,356,250 $2,191.81
$5.00 par value
per share
- ---------------------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) and based on the average of the high and low prices of the
Common Stock reported on the New York Stock Exchange on April 9, 1996.
</TABLE>
<PAGE>
PROSPECTUS
Star Banc Corporation
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of Star Banc
Corporation (the "Corporation") provides the Corporation's shareholders with
a simple and convenient method of purchasing shares of the Corporation's Common
Stock, par value $5.00 per share (the "Common Stock"). All holders of record
of shares of Common Stock are eligible to participate in the Plan.
Participants in the Plan ("Participants"):
-- have the dividends on all full and fractional shares held in their
Plan Accounts automatically reinvested;
-- may elect to have the dividends on full shares registered in their
names automatically reinvested; and
-- may invest in additional shares of Common Stock by making optional
cash payments of not less than $50 per payment and not more than
$5,000 in any calendar quarter.
Shares of Common Stock may be acquired for Participants in the Plan by an
independent agent or from the Corporation. Smith Barney Inc. currently is the
agent (the "Agent") for purchases and sales of Plan shares. Purchases of
shares for the Plan by the Agent are made from third parties. These
acquisitions may be made on any securities exchange on which the Company's
Common Stock is traded, in the over-the-counter market or in negotiated
transactions and may be at such prices and on such terms as the Agent may
agree. Participants pay any brokerage charges on purchase and sales by the
Agent; there are, however, no administrative or other fees charged to Plan
Participants. Alternatively, at its option and if certain determinations are
made, the Corporation may sell newly issued shares of Common Stock or shares
held in its treasury to the Plan. If shares are purchased from the
Corporation, the purchase price is the average of the high and low sales prices
of the shares reported as New York Stock Exchange - Composite Transactions on
the investment date and no brokerage commission is charged. The closing price
of the Common Stock reported as New York Stock Exchange - Composite
Transactions for April 10, 1996 was $64.50 per share.
To the extent required by applicable law in certain jurisdictions, shares
offered pursuant to the Plan are offered through the Agent.
It is suggested that this Prospectus be retained for future reference.
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INVESTMENTS IN SHARES OF COMMON STOCK HELD FOR SHAREHOLDERS UNDER THE PLAN
ARE NOT GUARANTEED BY THE FDIC OR ANY OTHER GOVERNMENTAL AGENCY, ARE NOT
DEPOSITS OR OBLIGATIONS OF OR GUARANTEED BY A BANK, AND INVOLVE INVESTMENT
RISK, INCLUDING POSSIBLE LOSS OF PRINCIPAL.
--------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is April 12, 1996.
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy and information statements and other
information with the Securities and Exchange Commission (the "Commission").
The Corporation has filed a Registration Statement under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the shares of Common
Stock to be offered under the Plan. This Prospectus does not contain all the
information set forth in the Registration Statement and exhibits thereto, or
amendments thereto. Such reports, proxy and information statements,
Registration Statement and exhibits and other information filed by the
Corporation may be inspected and, upon payment of the Commission's customary
charges, copied at the public reference facilities of the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Regional Offices of the Commission at Suite 1300, 7 World Trade Center, New
York, New York 10048, and at Suite 1400, Northwestern Atrium Center, 500 West
Madison Street, Chicago, Illinois 60661.
The Corporation's Common Stock is listed on the New York Stock Exchange.
Reports, proxy and information statements and other information concerning the
Corporation may be inspected and copied at the Library of the New York Stock
Exchange at 20 Broad Street, New York.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Corporation will furnish, without charge, to any person to whom this
Prospectus is delivered, upon such person's written or oral request, a copy of
any and all of the information that has been incorporated by reference in the
Registration Statement of which this Prospectus is a part (not including
exhibits to such information unless such exhibits are specifically incorporated
by reference into such information). Any such request should be directed to
David M. Moffett, Chief Financial Officer, 425 Walnut Street, Cincinnati, Ohio
45202; telephone: (513) 632-4000.
The following documents previously filed with the Commission are incorporated
by reference in this Prospectus:
-- The Corporation's Annual Report on Form 10-K for the year ended
December 31, 1995.
All documents filed by the Corporation pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of Common Stock under the Plan shall
be deemed to be incorporated by reference into this Prospectus and to be a part
hereof from the respective dates of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein, or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
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<PAGE>
STAR BANC CORPORATION
Star Banc Corporation is a multi-state bank holding company, incorporated in
Ohio, with $9.6 billion in total assets at year-end 1995. Ranked by asset
size, the Corporation is the 65th largest banking organization in the country.
Star Banc Corporation is the parent of three bank subsidiaries which, on
December 31, 1995, operated 248 banking offices in Ohio, Kentucky and Indiana.
The Corporation's largest subsidiary bank, Star Bank, N.A. (formerly, The
First National Bank of Cincinnati), was founded in 1863. Today, the
Corporation's subsidiary banks meet the needs of business, industry, government
entities, other financial institutions and individuals in their market areas
through a full range of consumer, commercial and trust financial products,
including deposit, credit and investment services.
The Corporation's principal executive offices are located at 425 Walnut
Street, Cincinnati, Ohio 45202, and its telephone number is (513) 632-4000.
THE PLAN
The following are the full provisions of the Dividend Reinvestment and Stock
Purchase Plan.
Introduction
The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of Star Banc
Corporation (the "Corporation") provides holders of record of the Corporation's
Common Stock, par value $5.00 per share (the "Common Stock"), with a simple and
convenient method of investing cash dividends and optional cash payments in
shares of Common Stock. Participation in the Plan is entirely voluntary and
may be terminated at any time.
Participants in the Plan ("Participants"):
-- have the dividends on all full and fractional shares held in their Plan
Accounts automatically reinvested;
-- may elect to have the dividends on full shares registered in their names
automatically reinvested; and
-- may invest in additional shares of Common Stock by making optional cash
payments of not less than $50 for any dividend payment date and not more
than $5,000 in any calendar quarter.
A Participant's Plan Account consists of all shares of Common Stock held by
the Plan for the Participant. Shares held in a Participant's Plan Account
include those purchased through dividend reinvestment, shares purchased with
optional cash payments and other shares, such as those previously acquired and
registered in the Participant's name, deposited into the Plan by the
Participant.
Full investment of funds is possible under the Plan because fractional
shares, as well as whole shares, are credited to Participants' Plan Accounts.
Dividends on such fractional shares, as well as on whole shares, also are
credited to Plan Accounts. The Plan assures safekeeping of
shares in Participants' accounts because certificates are not issued unless
requested. This feature protects against loss, theft, and destruction of the
certificates. Regular statements of account provide simplified recordkeeping.
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<PAGE>
Administration
The Plan is administered on behalf of the Corporation by Star Bank, N.A. (the
"Bank"), which maintains Plan records, sends statements of accounts to
Participants, acts as transfer agent for Plan shares and performs other
ministerial duties relating to the Plan. The Bank also acts as custodian of
all shares held in the Plan and, pending their investment, holds in escrow for
the Agent all funds received from or for the account of Plan Participants.
Fees and expenses of the Bank relating to the Plan are paid by the Corporation.
All questions and correspondence regarding the Plan should be addressed to
Corporation, c/o the Bank, as follows:
Star Bank, N.A.
Dividend Reinvestment Department
425 Walnut Street, Mail Location 9140
Cincinnati, Ohio 45202
Telephone: (513) 632-4610
Participation
All holders of record of shares of the Corporation's Common Stock are
eligible to participate in the Plan. An individual who beneficially owns
shares of Common Stock registered in "street name" may become a shareholder of
record by having at least one share of Common Stock re-registered in his or her
name.
Although brokers may participate in the Plan on behalf of their customers,
please note: Participation in the Plan through brokers may be on terms and
conditions which differ from those set forth in this Prospectus, in which case
the terms and conditions set by each broker shall govern.
Enrollment
Participation in the Plan may be initiated at any time by sending a completed
and signed Authorization Form to the Bank. In addition to authorizing the
reinvestment of cash dividends on all shares to be held in the Participant's
Plan Account, the Authorization Form enables a Participant to elect (i)
reinvestment of cash dividends on shares registered in the Participant's name,
(ii) optional cash payments to purchase additional shares and/or (iii) the
deposit of shares into the Participant's Plan Account. A Participant may
change his or her manner of participation at any time by completing and
returning a new Authorization Form to the Bank. The Authorization Form must be
received by the Bank at least five business days prior to the record date on
which the change is to become effective.
Reinvestment of Cash Dividends
Cash dividends paid in respect of all full and fractional shares of Common
Stock held in Participants' Plan Accounts are automatically reinvested. In
addition, participants in the Plan have the option of reinvesting the cash
dividends paid on shares of the Corporation's Common Stock registered and held
in their names. Each Participant's Plan Account is credited with the number of
shares (including fractional shares) equal to the total amount of cash
dividends reinvested for the Participant divided by the purchase price per
share. Once dividend reinvestment is selected, it continues automatically
until changed or terminated by the Participant.
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<PAGE>
Reinvestment of dividends for a Participant's Plan Account generally begins
with the next dividend payable after receipt of the Participant's Authorization
Form; however, the Authorization Form must be received by the Bank at least
five business days before the record date for a dividend payment in order to
have that dividend reinvested. If the Authorization Form is received after the
deadline, participation in the dividend reinvestment portion of the Plan begins
with the dividend payment date following the next record date. The
Corporation's dividend record dates are usually the last business days of the
months of March, June, September and December. The dividend payment dates are
usually on or about the 15th day of the months of January, April, July and
October.
Participants are cautioned that the existence of the Plan does not represent
a change in the dividend policy of the Corporation and is not a guaranty of
future dividends, which will continue to depend upon the Corporation's
earnings, financial requirements and other factors.
Optional Cash Payments
Participants in the Plan may invest in additional shares of Common Stock by
making optional cash payments of not less than $50 per payment and aggregating
not more than $5,000 in any calendar quarter. All shares purchased with
optional cash payments are credited to a Participant's Plan Account. Payments
should be made by sending an Authorization Form to the Bank with a check or
money order made payable to Star Banc Corporation. Optional cash payments in
excess of the $5,000 per quarter limit or below the $50 minimum are returned to
the Participant.
Optional cash payments are invested once a month, generally on or about the
15th of the month, and must be received by the Bank at least five calendar days
prior to the beginning of an investment period. Payments received after the
deadline are held until the next investment period. No interest is paid on
optional cash payments prior to their investment. Any optional cash payment is
refunded if a Participant's written request for a refund is received by the
Bank at least 48 hours before the payment would otherwise be invested or if the
optional cash payment has not been invested within 35 days of its receipt.
Deposit of Share Certificates
Participants may deposit other shares of Common Stock, such as those owned at
the time of enrollment in the Plan, into their Plan Accounts. These may be
shares registered in a Participant's name or shares previously held in street
name, or brokers', accounts. Shares deposited are transferred into the name of
the Agent (or its nominee) and, thereafter, are treated in the same manner as
shares purchased through the Plan. Deposit of shares eliminates the risk of
loss of a Participant's share certificates. Also, because deposited shares are
treated in the same manner as shares purchased through the Plan, they may be
sold through the Plan.
Participants who wish to deposit shares into their Plan Accounts must
complete an Authorization Form and return it to the Bank together with Common
Stock certificates registered in their names. Certificates being deposited
should be hand-delivered or mailed by Registered Mail, properly insured, and
should not be endorsed. Delivery is at the risk of the Plan Participant.
Shares held in a Participant's Plan Account may not be pledged. A
Participant wishing to pledge shares held in his or her Plan Account must
withdraw those shares from the Plan.
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<PAGE>
Acquisition of Shares for the Plan
All shares acquired for the Plan either are sold to the Plan by the
Corporation or are purchased by an independent agent (the "Agent") appointed by
the Corporation. Currently, Smith Barney Inc. is the Agent for the Plan;
however, the Corporation reserves the right to name a successor Agent at any
time.
Purchases of shares for the Plan by the Agent are from third parties. These
acquisitions may be made through purchases on any stock exchange on which the
Common Stock is traded, in the over-the-counter market or in negotiated
transactions and may be at such prices and on such terms as the Agent may agree
in its sole discretion, except that the price may not exceed the current best
offer in the consolidated system. The Corporation shall have no authority or
power to direct the time or price at which shares are purchased, the amount of
Common Stock to be purchased at any time, the manner of purchase, or the
selection of the broker or dealer through or from whom such purchases will be
made, by the Agent.
In making purchases from third parties, the Agent commingles a Participant's
funds with those of all other Participants on behalf of whose Plan Accounts
shares are being purchased at that time. The price per share of shares
purchased for each Participant's Plan Account in a given investment period is
the average price of all shares purchased in that investment period, including
shares purchased with optional cash payments.
The Agent has informed the Corporation that it intends to purchase Common
Stock with optional cash payments on or about the 15th of every month, and that
it intends to purchase Common Stock with cash dividends on or about the 15th of
January, April, July and October. If the 15th is not a business day (i.e., a
day on which both the Corporation and the New York Stock Exchange are open),
purchases normally begin on the next business day. The Agent may, from time to
time and without notice, change the dates on which cash dividends and optional
cash payments are invested. Purchases for the Plan may be spread over two or
more days.
An investment period consists of that period of time required to invest cash
dividends and/or optional cash payments consistent with the provisions of
Federal securities laws. The Corporation and the Agent shall have no liability
for any inability to purchase shares at any time.
If cash dividends have not been invested within 30 days of a dividend payment
date, they are paid by check to Participants. Similarly, any optional cash
payments that have not been invested within 35 days of receipt are refunded.
At its option, the Corporation may sell newly issued shares of Common Stock
or shares held in its treasury to the Plan. All such shares are sold at the
average of the high and low sales prices of the Common Stock reported as New
York Stock Exchange-Composite Transactions on the date of investment (the
"Current Market Price").
The Corporation's determination as to whether Plan shares are purchased from
third parties or from the Corporation may not be changed more than once in any
three-month period.
Account Statements
A statement describing, as applicable, (i) the cash dividends, optional cash
payments and share certificates received by the Bank for a Participant's Plan
Account, (ii) the number of whole and fractional shares of Common Stock
purchased for the Plan Account, (iii) the price per share of shares purchased
and (iv) the total number of shares of Common Stock held in the Participant's
Plan Account is mailed by the Bank to each
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<PAGE>
Participant on a quarterly basis as soon as practicable after each of the
Corporation's dividend payment dates. A statement is sent even if there has
been no activity in the Participant's Plan Account during the quarter.
Costs of the Plan
If shares held in a Participant's Plan Account are purchased or sold by the
Agent, the Participant is charged brokerage commission and any applicable
transfer or similar taxes. Current brokerage charges are approximately $.03
per share. To the extent possible, purchases and sales for all Plan
Participants are consolidated; therefore, brokerage charges may be lower than
those applicable to transactions outside the Plan. No brokerage commission is
charged for shares sold to the Plan by the Corporation. There are no
administrative fees assessed by the Plan; fees and expenses of the Bank and the
Agent relating to the Plan are paid by the Corporation.
Certificates; Withdrawal of Shares From the Plan
Shares of Common Stock purchased under the Plan are registered in the name of
the Agent (or its nominee). Generally, certificates are not issued for shares
purchased or otherwise held pursuant to the Plan. This feature protects
Participants against the risk of loss, theft or destruction of certificates for
shares in their Plan Accounts. A Participant may, however, obtain at any time,
without charge, a certificate or certificates for any number of the whole
shares credited to the Participant's Plan Account. A request for certificates
must be made in writing to the Bank. No certificate may be issued for a
fractional share. A request for certificates for all whole shares held in a
Participant's Plan Account is deemed to be a request to terminate participation
in the Plan, as described below under "Termination of Participation in the
Plan."
Certificates for withdrawn shares are sent to a Participant within 30 days of
the Bank's receipt of the Participant's request for withdrawal.
Sale of Shares From the Plan
A Participant may, at any time, by written request sent to the Bank, direct
the Agent to sell some or all of the whole shares held in the Participant's
Plan Amount. The Agent usually will sell the requested number of shares of
Common Stock within the three business days following receipt of a
Participant's instructions. If, however, the request is received during the
four business day period prior to a dividend record date (the "ex-dividend
period"), the sale will occur as soon as practicable after the ex-dividend
period. Sales of shares may be made on any securities exchange on which the
Common Stock is traded, in the over-the-counter market or in negotiated
transactions, at such prices and on such terms as the Agent may agree.
Generally the sale price is the average price of all shares sold for
Participants on a particular date. At the option of the Agent, however, shares
may be sold to the accounts of other Plan Participants, in which case the sale
is deemed to have been made at the Current Market Price on the date of sale.
The Agent remits the proceeds of a sale of shares of Common Stock to the
requesting Participant, within 30 days of the request, less brokerage
commission, any applicable transfer or similar taxes and any required Federal
tax withholding.
A request by a Participant to sell all whole shares in his or her Plan
Account is deemed to be a request to terminate participation in the Plan, as
described below under "Termination of Participation in the Plan."
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<PAGE>
Termination of Participation in the Plan
A Participant may terminate his or her participation in the Plan at any time
by giving written notification to the Bank. To be effective on a given
dividend payment date, the instructions must be received by the Bank at least 5
business days prior to the record date for that dividend. Upon termination a
Participant receives certificates for the whole shares credited to the
Participant's Plan Account. If the Participant so requests, the Agent will
sell all such whole shares for the Participant pursuant to the procedures
described above under "Sale of Shares From the Plan." In all cases, a
fractional share credited to a terminating account is paid for in cash at the
then Current Market Price.
Voting Rights of Plan Shares
Each Participant has the sole right to vote all full shares of Common Stock
held in his or her Plan Account on the record date for any shareholder vote. A
Participant's proxy with respect to the Corporation's Common Stock includes the
number of full shares held in the Participant's Plan Account. Fractional
shares are not voted.
Stock Splits and Stock Dividends
Any stock dividends or split shares distributed by the Corporation on shares
held in a Participant's Plan Account will be credited to the Plan Account. In
the event that the Corporation makes available to holders of its Common Stock
any rights to purchase additional shares, debentures or other securities, the
Agent will sell such rights and will invest the resulting proceeds in the
purchase of additional shares for the Participant's Plan Account on the date
such funds would have been invested had they been optional cash payments. Any
Participant who wishes to exercise such purchase rights must request, prior to
the record date for such rights, that certificates for his or her shares be
issued to him or her.
Responsibility of the Corporation and Its Agents Under the Plan
Neither the Corporation, the Bank nor the Agent is liable for any act done in
good faith or for any good faith omission to act including, without limitation,
any claims of liability (i) arising out of failure to terminate a Participant's
Plan Account upon such Participant's death prior to receipt of notice in
writing of such death, (ii) with respect to the prices at which shares are
purchased or sold for a Participant's Plan Account and the times when such
purchases and sales are made, or (iii) for any fluctuation in the market value
of shares acquired for a Participant's Plan Account.
The Corporation cannot assure Participants of a profit or protect them
against a loss on shares of Common Stock purchased pursuant to the Plan.
Amendment and Termination of the Plan
The Corporation reserves the right to amend or supplement the Plan at any
time or times. If the Plan is amended or supplemented, the Corporation will
mail appropriate notice of such action to each Participant, at the
Participant's address as shown on the Bank's records, at least 30 days prior to
the effective date of the action. An amendment or supplement shall
conclusively be deemed to be accepted by a Participant unless, prior to the
effective date thereof, the Bank receives written notice from the Participant
that his or her Plan Account should be terminated.
-8-
<PAGE>
The Corporation also reserves the right to terminate the Plan at any time.
Upon termination, a Participant will receive a share certificate for all full
shares of Common Stock held in the Participant's Plan Account. If, however,
the Participant so requests, the Agent will sell all whole shares held in the
Participant's Plan Account pursuant to the procedures described above under
"Sale of Shares From the Plan." The value of any fractional share will be paid
to the Participant based upon the then Current Market Price.
Governing Law
The terms and conditions of the Plan and its operation shall be governed by
the laws of the State of Ohio.
FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN
The following discussion offers only a brief outline of the Federal income
tax consequences of investing pursuant to the Plan. Investors should consult
their own tax advisers for more detailed information regarding the impact of
Federal, state and local taxes upon participation in the Plan.
In general, dividends reinvested under the Plan are taxable for Federal
income tax purposes as if the Participant had received them in cash on the
dividend payment date. A Participant's basis for Federal income tax purposes
in shares of Common Stock acquired from the Corporation
with reinvested cash dividends or optional cash payments is the Participant's
purchase price for such shares.
When reinvested cash dividends or optional cash payments are used to purchase
Common Stock in the open market, the Participant also must include in gross
income for the year any transaction costs paid by the Corporation which are
attributable to the purchase of such shares. A Participant's basis for Federal
income tax purposes in shares acquired in the open market is the Participant's
purchase price, plus the Participant's pro rata share of the transaction costs.
If a Participant receives a cash payment for the sale of any withdrawn shares
or fractional share held in the Participant's Plan Account, the Participant
realizes a gain or loss measured by the difference between the amount of the
cash received and the Participant's basis in such shares or fractional share.
The gain or loss is capital in character if the shares or fractional share are
a capital asset in the hands of the Participant.
Information for income tax purposes is printed on a Participant's Plan
Account statements, which should be retained.
If a Participant's dividends are subject to United States income tax
withholding, an amount equal to the dividends payable to the Participant, less
the amount of tax required to be withheld, is applied to the purchase of shares
of Common Stock under the Plan.
DESCRIPTION OF COMMON STOCK
The authorized capital stock of the Corporation consists of 100,000,000
shares of Common Stock, $5.00 par value, and 1,000,000 shares of preferred
stock, without par value. The terms and conditions of the capital stock are
governed by the laws of the State of Ohio as well as by the Corporation's
Articles of Incorporation and Code of Regulations.
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<PAGE>
Holders of Common Stock are entitled to one vote per share on all matters to
be voted upon by the shareholders. Holders of Common Stock are not entitled to
cumulate votes for the election of directors. The Board of Directors is
divided into three classes. The directors of the class elected at each annual
election hold office for a term of three years. The Articles of Incorporation
provide that directors may be removed only for cause, which is defined as the
conviction of a felony or a finding by a court of negligence or misconduct in
the performance of a director's duties.
Holders of Common Stock are entitled to receive such dividends as may be
declared from time to time by the Board of Directors out of funds legally
available therefor, after payment of dividends required to be paid on any
outstanding preferred stock. In the event of liquidation, dissolution or
winding up of the Corporation, the holders of Common Stock are entitled to
share ratably in all assets remaining after payment of liabilities, subject to
prior distribution rights of any preferred stock then outstanding.
The Common Stock has no preemptive rights and is not subject to further calls
or assessments by the Corporation.
The Corporation's Articles of Incorporation provide that, unless certain
conditions have been met, specified business combination transactions
(including, but not limited to, a merger with, or sale of all or substantially
all the Corporation's assets to, a "related person") submitted to shareholders
require the affirmative vote of holders of at least 80% of the Corporation's
outstanding shares of Common Stock and the affirmative vote of at least 50% of
the outstanding shares of Common Stock held by shareholders other than the
related person. Generally, a "related person" is one who beneficially owns 20%
or more of the Corporation's outstanding shares of Common Stock. Amendments to
certain provisions of the Articles of Incorporation (including, among others,
those requiring a classified Board of Directors and the super-majority voting
provisions) also must be approved by at least 80% of the outstanding shares of
Common Stock and, if there is a related person, at least 50% of the outstanding
shares not held by the related person.
Each share of Common Stock outstanding (and each share issued by the
Corporation prior to the occurrence of certain events) carries with it one
Preferred Stock Purchase Right to purchase, at a price of $100.00,
one-hundredth of a share of the Corporation's Series A Preferred Stock. The
Preferred Stock Purchase Rights are exercisable only if a person or group
acquires or obtains the right to acquire ownership of 20% or more of the
Corporation's Common Stock, commences a tender or exchange offer for 30% or
more of the Common Stock or 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%
position has been acquired.
If the Corporation is acquired in a merger or other business combination
transaction, each Preferred Stock Purchase Right entitles its holder to
purchase, at the Preferred Stock Purchase 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 Preferred Stock Purchase Right's exercise price. The
Preferred Stock Purchase 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 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% block of the
Corporation's Common Stock or been declared an "Adverse Person" by a majority
of the Corporation's outside directors.
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<PAGE>
USE OF PROCEEDS
The Corporation cannot estimate either the number of shares of Common Stock
that ultimately may be purchased from it pursuant to the Plan or the prices at
which such shares will be sold. The Corporation anticipates using the proceeds
from the sale of any shares of Common Stock to the Plan, when and as received,
for general corporate purposes.
INTERESTS OF EXPERTS AND COUNSEL
The consolidated financial statements in the 1995 Annual Report on Form 10-K
of the Corporation, incorporated by reference in this Registration Statement,
have been so incorporated herein in reliance upon the report of Arthur Andersen
LLP, independent public accountants, and upon the authority of said firm as
experts in accounting and auditing. Reference is made to said report, which
includes an explanatory paragraph with respect to the change in the
Corporation's method of accounting for investment securities in 1994 as
discussed in Note 1 to the consolidated financial statements.
The validity of the shares of Common Stock being offered hereby has been
passed upon by Taft, Stettinius & Hollister, Cincinnati, Ohio. James R.
Bridgeland, Jr., a partner in that firm, is a director of the Corporation.
Partners and associates of that firm beneficially own approximately ______
shares of the Corporation's Common Stock.
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<PAGE>
No person is authorized to give any information or to make any representation
not contained in this Prospectus in connection with the offer contained herein,
and, if given or made, such information or representation must not be relied
upon as having been authorized by the Corporation. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any securities
other than the securities offered by this Prospectus or an offer to sell or a
solicitation of an offer to buy such securities in any jurisdiction or under
any circumstances in which such offer or solicitation is not lawful. Neither
the delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create an implication that there has been no change in the
affairs of the Corporation since the date hereof or that the information
contained or incorporated by reference herein is correct as of any time
subsequent to its date.
TABLE OF CONTENTS Page
Available Information 2
Incorporation of Certain Documents by Reference 2
Star Banc Corporation 3
The Plan 3
Introduction 3
Administration 4
Participation 4
Enrollment 4
Reinvestment of Cash Dividends 4
Optional Cash Payments 5
Deposit of Share Certificates 5
Acquisition of Shares for the Plan 6
Account Statements 6
Costs of the Plan 7
Certificates; Withdrawal of Shares From the Plan 7
Sale of Shares From the Plan 7
Termination of Participation in the Plan 8
Voting Rights of Plan Shares 8
Stock Splits and Stock Dividends 8
Responsibility of the Corporation and
Its Agents Under the Plan 8
Amendment and Termination of the Plan 8
Governing Law 9
Federal Income Tax Consequences
of Participation in the Plan 9
Description of Common Stock 9
Use of Proceeds 11
Interests of Experts and Counsel 11
STAR BANC CORPORATION
[LOGO]
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
-------------------------------------------
PROSPECTUS
April 12, 1996
-------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses to be incurred by the
Registrant in connection with the issuance and distribution of securities being
registered hereby:
SEC registration fee $ 2,192
Accounting fees and expenses 1,000
Legal fees and expenses 15,000
Printing expenses 5,000
Miscellaneous 1,000
------
TOTAL $24,192
======
All the above expenses other than the SEC registration fee are estimates.
Item 15. Indemnification of Directors and Officers.
The Registrant's Articles of Incorporation and Code of Regulations require
the Registrant to indemnify, to the full extent permitted (or not prohibited)
by the General Corporation Law of the State of Ohio, any person with respect to
any civil, criminal, administrative or investigative action or proceeding
instituted or threatened by reason of the fact that he is or was a director or
officer of the Registrant or is or was serving at the request of the Registrant
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise.
Section 1701.13 of the General Corporation Law of the State of Ohio
authorizes the indemnification of directors and officers against liability
incurred by reason of being a director or officer and against expenses
(including attorneys' fees, judgments, fines and amounts paid in settlement) in
connection with any action seeking to establish such liability, (i) in the case
of third-party claims, if the officer or director acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interest of
the corporation and (ii) in the case of actions by or in the right of the
corporation, if the officer or director acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, provided that such officer or director shall not have been
adjudged liable for negligence or misconduct (unless a court otherwise
determines that indemnification is proper) or that such director shall not have
assented to certain payments, distributions or loans prohibited by law.
Indemnification is also authorized with respect to any criminal action or
proceeding where the officer or director had no reasonable cause to believe his
conduct was unlawful.
Item 16. Exhibits.
The following Exhibits are filed as part of this Registration Statement.
Exhibit No.
5 Opinion of Counsel
23.1 Consent of Independent Public Accountants
23.2 Consent of Counsel (included in Exhibit 5)
24 Powers of Attorney
II-1
<PAGE>
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
*(a) (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
*(b) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
*(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
- --------------------------
* Paragraph references correspond to those of Item 512 of Regulation S-K.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cincinnati, State of Ohio, as of the 9th day of
April, 1996.
STAR BANC CORPORATION
BY: /s/ Jerry A. Grundhofer
Jerry A. Grundhofer
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
as of the 9th day of April, 1996.
Signature Title
/s/ Jerry A. Grundhofer Chairman of the Board and
Jerry A. Grundhofer Chief Executive Officer
/s/ David M. Moffett Executive Vice President and Chief
David M. Moffett Financial Officer
/s/ James D. Hogan Chief Accounting Officer
James D. Hogan
/s/ James R. Bridgeland, Jr.* Director
James R. Bridgeland, Jr.
/s/ Laurance L. Browning, Jr.* Director
Laurance L. Browning, Jr.
/s/ Victoria B. Buyniski * Director
Victoria B. Buyniski
/s/ Samuel M. Cassidy * Director
Samuel M. Cassidy
/s/ Raymond R. Clark * Director
Raymond R. Clark
/s/ V. Anderson Coombe * Director
V. Anderson Coombe
Director
John C. Dannemiller
II-3
<PAGE>
/s/ J. P. Hayden, Jr.* Director
J.P. Hayden, Jr.
/s/ Roger L. Howe * Director
Roger L. Howe
/s/ Thomas J. Klinedinst, Jr.* Director
Thomas J. Klinedinst, Jr.
/s/ Charles S. Mechem, Jr.* Director
Charles S. Mechem, Jr.
/s/ Daniel J. Meyer * Director
Daniel J. Meyer
/s/ David B. O'Maley * Director
David B. O'Maley
/s/ O'dell M. Owens* Director
O'dell M. Owens
/s/ Thomas E. Petry * Director
Thomas E. Petry
/s/ William C. Portman * Director
William C. Portman
/s/ Oliver W. Waddell * Director
Oliver W. Waddell
*Pursuant to Power of Attorney
/s/ David M. Moffett
David M. Moffett
Attorney-in-Fact
II-4
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
5 Opinion of Counsel
23.1 Consent of Independent Public Accountants
23.2 Consent of Counsel (included in Exhibit 5)
25 Powers of Attorney
Exhibit 5 and 23.2
Taft, Stettinius & Hollister
1800 Star Bank Center
425 Walnut Street
Cincinnati, Ohio 45202-3957
(513) 381-2838
April 10, 1996
Securities & Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Star Banc Corporation
Dividend Reinvestment and Stock Purchase Plan
Dear Sir or Madam:
We have acted as counsel for Star Banc Corporation, an Ohio corporation (the
"Corporation"), in connection with its Dividend Reinvestment and Stock Purchase
Plan (the "Plan"). We have examined such documents, records and matters of law
as we have deemed necessary for purposes of this opinion and, based thereupon,
we are of the opinion that the shares of common stock, $5.00 par value, of the
Corporation which may be sold pursuant to the Plan will be, when sold in
accordance with the terms of the Plan, duly authorized, validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement on Form S-3 to be filed by the Corporation with the
Securities and Exchange Commission to effect registration under the Securities
Act of 1933 of the shares to be sold pursuant to the Plan and to the reference
to this firm under the caption "Legal Opinion" in the Registration Statement.
TAFT, STETTINIUS & HOLLISTER
Exhibit 23.1
Consent Of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 10, 1996
incorporated by reference in Star Banc Corporation's Form 10-K for the year
ended December 31, 1995 and to all references to our Firm included in this
Registration Statement.
ARTHUR ANDERSON LLP
Cincinnati, Ohio,
April 8, 1996
Exhibit 24
POWER OF ATTORNEY
We, the undersigned directors of Star Banc Corporation (the "Corporation")
hereby appoint Jerry A. Grundhofer, David M. Moffett and Thomas J. Lakin, or
any one of them, our true and lawful attorneys and agents, to do any and all
acts and things in our name and on our behalf in our capacities indicated
below, which said attorneys and agents, or each of them, may deem necessary or
advisable to enable said Corporation to comply with the Securities Act of 1933,
as amended, and any rules, regulations and requirements of the Securities and
Exchange Commission, in connection with a Registration Statement on Form S-3
relating to the registration of Common Stock of the Corporation which may be
issued pursuant to the Corporation's Dividend Reinvestment and Stock Purchase
Plan, including, without limitation, power and authority to sign for us, or any
of us, in our names in the capacities indicated below, such Registration
Statement as well as any and all amendments (including post-effective
amendments) thereto, and we hereby ratify and confirm all that said attorneys
and agents, or either of them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Power of
Attorney has been signed below by the following persons in the capacities
indicated as of the 8th day of April, 1996.
Signatures Title
/s/ James R. Bridgeland, Jr. Director
James R. Bridgeland, Jr.
/s/ Laurance L. Browning, Jr. Director
Laurance L. Browning, Jr.
/s/ Victoria B. Buyniski Director
Victoria B. Buyniski
/s/ Samuel M. Cassidy Director
Samuel M. Cassidy
/s/ Raymond R. Clark Director
Raymond R. Clark
/s/ V. Anderson Coombe Director
V. Anderson Coombe
Director
John C. Dannemiller
/s/ Jerry A. Grundhofer Director
Jerry A. Grundhofer
/s/ J. P. Hayden, Jr. Director
J. P. Hayden, Jr.
/s/ Roger L. Howe Director
Roger L. Howe
/s/ Thomas J. Klinedinst, Jr. Director
Thomas J. Klinedinst, Jr.
/s/ Charles S. Mechem, Jr. Director
Charles S. Mechem, Jr.
/s/ Daniel J. Meyer Director
Daniel J. Meyer
/s/ David B. O'Maley Director
David B. O'Maley
/s/ O'dell M. Owens Director
O'dell M. Owens
/s/ Thomas E. Petry Director
Thomas E. Petry
/s/ William C. Portman Director
William C. Portman
/s/ Oliver W. Waddell Director
Oliver W. Waddell
