SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FIRST UNION CORPORATION
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-0898180
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(State of incorporation or organization) (IRS Employer Identification No.)
ONE FIRST UNION CENTER
CHARLOTTE, NORTH CAROLINA 28288
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(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
to be so registered which each class is to be registered
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Stock Purchase Rights New York Stock Exchange, Inc.
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 December 19, 2000, the Board of Directors of First Union
Corporation, a North Carolina corporation (the "Company"), declared a dividend
payable on December 28, 2000 of one right (a "Right") for each outstanding share
of common stock, par value $3.33 1/3 per share ("Common Stock"), of the Company
held of record at the close of business on December 28, 2000 (the "Record
Time"), or issued thereafter and prior to the Separation Time (as defined below)
and thereafter pursuant to options and convertible securities outstanding at the
Separation Time. The Rights are being issued pursuant to a Shareholder
Protection Rights Agreement, dated as of December 19, 2000 (the "Rights
Agreement"), between the Company and First Union National Bank, as Rights Agent.
Each Right entitles its registered holder to purchase from the
Company, after the Separation Time, one one-hundredth of a share of
Participating Class A Preferred Stock, no par value ("Participating Preferred
Stock"), of the Company for $105 (the "Exercise Price"), subject to adjustment.
The Rights will be evidenced by the Common Stock certificates
until the close of business on the earlier of (either, the "Separation Time")
(i) the tenth business day (or such later date as the Board of Directors of the
Company may from time to time fix by resolution adopted prior to the Separation
Time that would otherwise have occurred) after the date on which any Person (as
defined in the Rights Agreement) commences a tender or exchange offer which, if
consummated, would result in such Person becoming an Acquiring Person (as
defined below) and (ii) the tenth day after the first date or such earlier or
later date as the Board of Directors of the Company may from time to time fix
(the "Flip-in Date") of public announcement by the Company or any Person that
any Person has become an Acquiring Person (the date of such public announcement,
the "Stock Acquisition Date"); provided that if the foregoing results in the
Separation Time being prior to the Record Time, the Separation Time shall be the
Record Time; and provided further that if a tender or exchange offer referred to
in clause (i) is cancelled, terminated or otherwise withdrawn prior to the
Separation Time without the purchase of any shares of stock pursuant thereto,
such offer shall be deemed never to have been made. An "Acquiring Person" is any
Person having Beneficial Ownership (as defined in the Rights Agreement) of 10%
or more of the outstanding shares of Common Stock, which term shall not include
(i) the Company, any subsidiary of the Company or any employee stock ownership
or other employee benefit plan of the Company, (ii) any Person who shall become
the Beneficial Owner of 10% or more of the outstanding Common Stock solely as a
result of an acquisition of Common Stock by the Company, until such time as such
Person acquires additional Common Stock, other than through a dividend or stock
split, (iii) any Person who becomes the Beneficial Owner of 10% or more of the
outstanding Common Stock without any plan or intent to seek or affect control of
the Company, if such Person promptly divests sufficient securities such that
such 10% or greater Beneficial Ownership ceases or (iv) any Person who
Beneficially
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Owns shares of Common Stock consisting solely of (A) shares acquired pursuant to
the grant or exercise of an option granted by the Company in connection with an
agreement to merge with, consolidate or engage in a statutory share exchange
(including by way of a triangular merger or similar structure), or acquire, the
Company entered into prior to the Flip-in Date, (B) shares owned by such Person
and its Affiliates and Associates (as such terms are defined in the Rights
Agreement) at the time of such grant and (C) shares, amounting to less than 1%
of the outstanding Common Stock, acquired by Affiliates and Associates of such
Person after the time of such grant. The Rights Agreement provides that, until
the Separation Time, the Rights will be transferred with and only with the
Common Stock. Common Stock certificates issued after the Record Time but prior
to the Separation Time shall evidence one Right for each share of Common Stock
represented thereby and shall contain a legend incorporating by reference the
terms of the Rights Agreement (as such may be amended from time to time).
Notwithstanding the absence of the aforementioned legend, certificates
evidencing shares of Common Stock outstanding at the Record Time shall also
evidence one Right for each share of Common Stock evidenced thereby. Promptly
following the Separation Time, separate certificates evidencing the Rights
("Rights Certificates") will be mailed to holders of record of Common Stock at
the Separation Time.
The Rights will not be exercisable until the Business Day (as
defined in the Rights Agreement) on or after the Separation Time. The Rights
will expire on the earliest of (i) the Exchange Time (as defined below), (ii)
the close of business on December 19, 2010, unless extended by action of the
Board of Directors (in which case the applicable time shall be the time at which
it has been so extended), (iii) the date on which the Rights are terminated as
described below and (iv) upon the merger of the Company into another corporation
pursuant to an agreement entered into prior to a Stock Acquisition Date (in any
such case, the "Expiration Time").
The Exercise Price and the number of Rights outstanding, or in
certain circumstances the securities purchasable upon exercise of the Rights,
are subject to adjustment from time to time to prevent dilution in the event of
a Common Stock dividend on, or a subdivision or a combination into a smaller
number of shares of, Common Stock, or the issuance or distribution of any
securities or assets in respect of, in lieu of or in exchange for Common Stock.
In the event that prior to the Expiration Time a Flip-in Date
occurs, the Company shall take such action as shall be necessary to ensure and
provide that each Right (other than Rights Beneficially Owned by the Acquiring
Person or any Affiliate or Associate thereof, which Rights shall become void)
shall constitute the right to purchase from the Company, upon the exercise
thereof in accordance with the terms of the Rights Agreement, that number of
shares of Common Stock of the Company having an aggregate Market Price (as
defined in the Rights Agreement), on the Stock Acquisition Date that gave rise
to the Flip-in Date, equal to twice the Exercise Price for an amount in cash
equal to the then current Exercise Price. In addition, the Board of Directors of
the Company may, at its option, at any time after a Flip-in Date, to the extent
applicable law permits, elect to exchange all (but not less than all) the then
outstanding Rights (other
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than Rights Beneficially Owned by the Acquiring Person or any Affiliate or
Associate thereof, which Rights become void) for shares of Common Stock at an
exchange ratio of two shares of Common Stock per Right, appropriately adjusted
to reflect any stock split, stock dividend or similar transaction occurring
after the date of the Separation Time (the "Exchange Ratio"). Immediately upon
such action by the Board of Directors (the "Exchange Time"), the right to
exercise the Rights will terminate and each Right will thereafter represent only
the right to receive a number of shares of Common Stock equal to the Exchange
Ratio.
Whenever the Company shall become obligated, as described in
the preceding paragraph, to issue shares of Common Stock upon exercise of or in
exchange for Rights, the Company, at its option, may substitute therefor shares
of Participating Preferred Stock, at a ratio of one one-hundredth of a share of
Participating Preferred Stock for each share of Common Stock so issuable.
In the event that prior to the Expiration Time the Company
enters into, consummates or permits to occur a transaction or series of
transactions after the time an Acquiring Person has become such in which,
directly or indirectly, (i) the Company shall consolidate or merge or
participate in a binding statutory share exchange with any other Person if, at
the time of the consolidation, merger or share exchange or at the time the
Company enters into an agreement with respect to such consolidation, merger or
statutory share exchange, the Acquiring Person controls the Board of Directors
of the Company and (A) any term of or arrangement concerning the treatment of
shares of capital stock in such merger, consolidation or statutory share
exchange relating to the Acquiring Person is not identical to the terms and
arrangements relating to other holders of Common Stock or (B) the Person with
whom such transaction or series of transactions occurs is the Acquiring Person
or an Affiliate or Associate thereof or (ii) the Company shall sell or otherwise
transfer (or one or more of its subsidiaries shall sell or otherwise transfer)
assets (A) aggregating more than 50% of the assets (measured by either book
value or fair market value) or (B) generating more than 50% of the operating
income or cash flow, of the Company and its subsidiaries (taken as a whole) to
any other Person (other than the Company or one or more of its wholly owned
subsidiaries) or to two or more such Persons which are affiliated or otherwise
acting in concert, if, at the time of such sale or transfer of assets or at the
time the Company (or any such subsidiary) enters into an agreement with respect
to such sale or transfer, the Acquiring Person controls the Board of Directors
of the Company (a "Flip-over Transaction or Event"), the Company shall take such
action as shall be necessary to ensure, and shall not enter into, consummate or
permit to occur such Flip-over Transaction or Event until it shall have entered
into a supplemental agreement with the Person engaging in such Flip-over
Transaction or Event or the parent corporation thereof (the "Flip-over Entity"),
for the benefit of the holders of the Rights, providing that upon consummation
or occurrence of the Flip-over Transaction or Event (i) each Right shall
there-after constitute the right to purchase from the Flip-over Entity, upon
exercise thereof in accordance with the terms of the Rights Agreement, that
number of shares of common stock of the Flip-over Entity having an aggregate
Market Price on the date of consummation or occurrence of such Flip-over
Transaction or Event equal to twice the Exercise Price for an amount in cash
equal to the then current Exercise
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Price and (ii) the Flip-over Entity shall thereafter be liable for, and shall
assume, by virtue of such Flip-over Transaction or Event and such supplemental
agreement, all the obligations and duties of the Company pursuant to the Rights
Agreement. For purposes of the foregoing description, the term "Acquiring
Person" shall include any Acquiring Person and its Affiliates and Associates
counted together as a single Person.
The Board of Directors of the Company may, at its option, at
any time prior to the close of business on the Flip-in Date, terminate the
Rights without any payment to the holders thereof, as provided in the Rights
Agreement. Immediately upon the action of the Board of Directors of the Company
electing to terminate the Rights, without any further action and without any
notice, the right to exercise the Rights will terminate and each Right will
thereafter be null and void.
The holders of Rights will, solely by reason of their
ownership of Rights, have no rights as stockholders of the Company, including,
without limitation, the right to vote or to receive dividends.
The Rights will not prevent a takeover of the Company.
However, the Rights may cause substantial dilution to a person or group that
acquires 10% or more of the Common Stock unless the Rights are first terminated
by the Board of Directors of the Company. Nevertheless, the Rights should not
interfere with a transaction that is in the best interests of the Company and
its stockholders because the Rights can be terminated on or prior to the close
of business on the Flip-in Date, before the consummation of such transaction.
As of December 19, 2000, there were 979,807,193 shares of
Common Stock issued and outstanding and 142,445,542 shares reserved for issuance
pursuant to employee benefit plans. As long as the Rights are attached to the
Common Stock, the Company will issue one Right with each new share of Common
Stock so that all such shares will have Rights attached.
The Rights Agreement (which includes as Exhibit A the forms of
Rights Certificate and Election to Exercise and as Exhibit B the form of
Articles of Amendment relating to the terms of the Participating Preferred
Stock) is filed as an exhibit and incorporated herein by reference. The
foregoing description of the Rights is qualified in its entirety by reference to
the Rights Agreement and such exhibits thereto.
Item 2. Exhibits.
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Exhibit No. Description
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(1) Rights Agreement, which includes as Exhibit A the form
of Rights Certificate and Election to Exercise and as
Exhibit B the form of Articles of Amendment relating
to the terms of the Participating Preferred Stock.
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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, thereunto duly authorized.
FIRST UNION CORPORATION
By /s/ Ross E. Jeffries, Jr.
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Name: Ross E. Jeffries, Jr.
Title: Senior Vice President
Date: December 20, 2000
