As filed with the Securities and Exchange Commission on May 27, 1994
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM S-8
Registration Statement Under the Securities Act of 1933
FOURTH FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
KANSAS 48-0761683
(State or other jurisdiction of (I.R.S. Employer Identifi-
incorporation) cation Number)
100 North Broadway
Wichita, Kansas 67202
316/292-5339
(Address, including ZIP Code, and telephone number, including
area code, of registrant's principal executive offices)
FOURTH FINANCIAL CORPORATION
1993 INCENTIVE STOCK OPTION PLAN
(Full title of the Plan)
WILLIAM J. RAINEY
Fourth Financial Corporation
Post Office Box 4, 100 North Broadway
Wichita, Kansas 67201
316/292-5339
(Name, address, including ZIP code, and telephone number,
including area code, of agent for service)
COPIES TO:
BENJAMIN C. LANGEL
Foulston & Siefkin
700 Fourth Financial Center
Wichita, Kansas 67202
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of each maximum maximum Amount
class of secur- Amount to offering aggregate of reg-
ities to be be regis- price per offering istration
registered tered share* price* fee
______________________________________________________________________________________________
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 $ 28.44 $28,388,358 $9,790
$5 Par Value shares $ 28.375
<FN>
* Based upon 205,500 shares being offered pursuant to options granted at $28.44 per share. The
balance of 794,500 shares are assumed, solely for purpose of calculating the fee for this
Registration Statement, to be issued at $28.375 per share, being the average of the high and low
price reported for May 24, 1994, as prescribed by subparagraphs (c) and (h) of Rule 457.
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission by Fourth Financial Corporation (the "Registrant") are
hereby incorporated by reference as of their respective dates in
this Registration Statement, except to the extent that any
statement or information therein is modified, superseded, or
replaced by a statement or information contained in any other
subsequently filed document incorporated herein by reference.
(a) Registrant's annual report on Form 10-K for the fiscal
year ended December 31, 1993;
(b) From the date of filing of such documents, all other
reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 since December 31, 1993;
(c) The description of Registrant's common stock, par value
$5 per share, contained in Registrant's quarterly report on Form
10-Q for the quarter ended June 30, 1992.
All documents subsequently filed by Registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act
of 1934, prior to the filing by Registrant of a post-effective
amendment that indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of the filing of
such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the shares of common stock offered hereby is
being passed upon for the Registrant by Foulston & Siefkin, 700
Fourth Financial Center, Wichita, Kansas 67202, and their legal
opinion with respect thereto is an exhibit to this Registration
Statement. A partner in such firm participating in the preparation
of the legal opinion filed as an exhibit to this Registration
Statement beneficially owned 13,208 shares of Registrant's common
stock on May 1, 1994.
Item 6. Indemnification of Officers and Directors.
Section 8.01 of Registrant's Bylaws provides as follows:
The Corporation shall (a) indemnify any person who was or
is a party or is threatened to be made a party to any
threatened, pending, or completed action or suit by or in the
right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, or
employee of the Corporation or of a subsidiary of the
Corporation, or is or was serving at the request of the
Corporation as a director, officer, or employee of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit, and (b)
indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (other than an action by or
in the right of the Corporation), by reason of the fact that
he is or was a director, officer, or employee of the
Corporation or of a subsidiary of the Corporation or is or was
serving at the request of the Corporation as a director,
officer, or employee of another corporation, partnership,
joint venture, trust, or other enterprise, against expenses
(including attorneys' fees), judgments, fines, and amounts
paid in settlement actually and reasonably incurred by him in
connection with any such action, suit or proceeding.
Indemnification shall be afforded to the fullest extent
permissible under the Kansas General Corporation Code or the
indemnification provisions of any successor statute, and not
further, and shall be subject to any applicable procedural
requirements and standards of conduct on the part of the
persons to be indemnified prescribed by that statute. The
foregoing right of indemnification shall in no way be
exclusive of any other rights of indemnification to which any
such person may be entitled under any by-law, agreement, vote
of stockholders or disinterested directors or otherwise, and
shall inure to the benefit of the heirs, executors, and
administrators of such a person. The Corporation may, but
shall not be required to, purchase liability insurance
indemnifying the directors, officers, and employees of the
Corporation and its subsidiaries.
Kansas Statutes Annotated Section 17-6305 provides as follows:
(a) A corporation shall have power to indemnify any
person who was or is a party, or is threatened to be made a
party, to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, other than an action by or in the right of the
corporation, by reason of the fact that such person is or was
a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection
with such action, suit or proceeding, including attorney fees,
if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best
interests of the corporation; and, with respect to any
criminal action or proceeding, had no reasonable cause to
believe such person's conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner
which such person reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to
believe that such person's conduct was unlawful.
(b) A corporation shall have power to indemnify any
person who was or is a party, or is threatened to be made a
party, to any threatened, pending or completed action or suit
by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
expenses actually and reasonably incurred by such person in
connection with the defense or settlement of such action or
suit, including attorney fees, if such person acted in good
faith and in a manner such person reasonably believed to be in
or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to
the extent that the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.
(c) To the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding
referred to in subsections (a) and (b), or in defense of any
claim, issue or matter therein, such director, officer,
employee or agent shall be indemnified against expenses
actually and reasonably incurred by such person in connection
therewith, including attorney fees.
(d) Any indemnification under subsections (a) and (b),
unless ordered by a court, shall be made by the corporation
only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or
agent is proper in the circumstances because such director,
officer, employee or agent has met the applicable standard of
conduct set forth in subsections (a) and (b). Such
determination shall be made (1) by the board of directors by
a majority vote of a quorum consisting of directors who were
not parties to such action, suit or proceeding, or (2) if such
a quorum is not obtainable, or even if obtainable, a quorum of
disinterested directors so directs, by independent legal
counsel in a written opinion, or (3) by the stockholders.
(e) Expenses incurred by a director or officer in
defending a civil or criminal action, suit or proceeding may
be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director or officer to
repay such amount if it is ultimately determined that the
director or officer is not entitled to be indemnified by the
corporation as authorized in this section. Such expenses
incurred by other employees and agents may be so paid upon
such terms and conditions, if any, as the board of directors
deems appropriate.
(f) The indemnification and advancement of expenses
provided by, or granted pursuant to, the other subsections of
this section shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of
expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as
to action in a person's official capacity and as to action in
another capacity while holding such office.
(g) A corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
any liability asserted against such person and incurred by
such person in any such capacity, or arising out of such
person's status as such, whether or not the corporation would
have the power to indemnify such person against such liability
under the provisions of this section.
(h) For purposes of this section, references to "the
corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors,
officers and employees or agents, so that any person who is or
was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position
under this section with respect to the resulting or surviving
corporation as such person would have with respect to such
constituent corporation if its separate existence had
continued.
(i) For purposes of this section, references to "other
enterprises" shall include employee benefits plans; references
to "fines" shall include any excise taxes assessed on a person
with respect to any employee benefit plan; and references to
"serving at the request of the corporation" shall include any
service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by,
such director, officer, employee or agent with respect to an
employee benefit plan, its participants or beneficiaries; and
a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants
and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests
of the corporation" as referred to in this section.
(j) The indemnification and advancement of expenses
provided by, or granted pursuant to, this section shall,
unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.
Pursuant to a policy of directors' and officers' liability
insurance having limits of $15,000,000, the directors and officers
of the Registrant are insured, subject to the limits, retention,
exceptions, and other terms and conditions of the policy, against
liability for any actual or alleged error or misstatement or
misleading statement or act or omission or neglect or breach of
duty while acting in their capacities as directors or officers of
the Registrant.
Article IX of Registrant's Restated Articles of Incorporation
provides that no director of Registrant shall be held personally
liable to Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director. Such provision does not
eliminate or limit the liability of a director (i) for any breach
of the director's duty of loyalty to Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
for improperly paid dividends or stock repurchases, or (iv) for any
transaction from which the director derived an improper personal
benefit.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, or
persons controlling Registrant pursuant to the foregoing
provisions, Registrant has been informed 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as a part of this Form S-8
Registration Statement:
Exhibit No. Description
5.1 Opinion of Foulston & Siefkin
24.1 Consent of Foulston & Siefkin (contained in Exhibit
5.1)
24.2 Consent of Ernst & Young
24.3 Consent of Arthur Andersen & Co.
24.4 Consent of Sartain Fischbein & Co.
24.5 Consent of GRA, Thompson, White & Co., P.A.
24.6 Consent of Grant Thornton
24.7 Consent of Deloitte & Touche
Item 9. Undertakings.
A. The undersigned Registrant hereby undertakes:
(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 post-effective
amendment to this Registration Statement shall be deemed to be
a new registration statement relating to the securities
offered herein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from this registration by means of a post-
effective amendment any of the securities being registered
that remain unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes 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 this 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.
C. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers,
and controlling persons of Registrant pursuant to the foregoing
provisions, or otherwise, 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
Registrant of expenses incurred or paid by a director, officer, or
controlling person of 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, 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.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act
of 1933, Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-
8 and has duly caused this Form S-8 registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Wichita, State of Kansas, on May 26, 1994.
FOURTH FINANCIAL CORPORATION
By/s/ Darrell G. Knudson
Darrell G. Knudson,
Chairman of the Board
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints Darrell G. Knudson, William J. Rainey and Michael J.
Shonka, and each of them, his or her true and lawful attorneys-in-
fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place, and
stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Form S-8 Registration
Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission, and hereby grants to such attorneys-in-fact
and agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Form S-8 Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Darrell G. Knudson Chairman of the Board
Darrell G. Knudson (Principal Executive Officer) May 26, 1994
/s/ Michael J. Shonka Senior Vice President
Michael J. Shonka (Principal Financial Officer) May 26, 1994
/s/ Barbara M. Noyes Vice President and Controller
Barbara M. Noyes (Principal Accounting Officer) May 26, 1994
/s/ Lionel D. Alford Director May 26, 1994
Lionel D. Alford
Director May __, 1994
Thomas R. Clevenger
/s/ Jordan L. Haines Director May 26, 1994
Jordan L. Haines
/s/ Lawrence M. Jones Director May 26, 1994
Lawrence M. Jones
Director May __, 1994
Joseph M. Klein
/s/ Darrell G. Knudson Director May 26, 1994
Darrell G. Knudson
Director May __, 1994
Fred L. Merrill, Sr.
/s/ Russell W. Meyer, Jr. Director May 26, 1994
Russell W. Meyer, Jr.
Director May __, 1994
Laird G. Noller
/s/ Patrick E. O'Shaughnessy Director May 26, 1994
Patrick E. O'Shaughnessy
Director May __, 1994
Robert F. Vickers
/s/ Ken Wagnon Director May 26, 1994
Ken Wagnon
EXHIBIT INDEX
Page No. in
Manually Signed
Exhibit No. Description Original
5.1 Opinion of Foulston & Siefkin
24.1 Consent of Foulston & Siefkin
(contained in Exhibit 5.1)
24.2 Consent of Ernst & Young
24.3 Consent of Arthur Andersen & Co.
24.4 Consent of Sartain Fischbein & Co.
24.5 Consent of GRA, Thompson, White & Co., P.A.
24.6 Consent of Grant Thornton
24.7 Consent of Deloitte & Touche
Exhibit 5.1
FOULSTON & SIEFKIN
700 Fourth Financial Center
Wichita, Kansas 67202
316/267-6371
May 26, 1994
Fourth Financial Corporation
100 North Broadway
Wichita, Kansas 67202
Re: Fourth Financial Corporation 1993 Incentive Option Plan
(the "Plan")
Dear Sirs:
We have examined the corporation records and proceedings of
Fourth Financial Corporation (hereinafter referred to as the
"Company") with respect to:
1. The organization of the Company;
2. The legal sufficiency of all corporate proceedings of
the Company taken in connection with the creation, issuance, the
form and validity, and full payment and nonassessability when
issued, of the 1,000,000 share of Common stock, par value $5.00
per share, of the Company (hereafter referred to as the "Shares")
covered by the Form S-8 Registration Statement (hereinafter
referred to as the "Registration Statement") in connection with
which this opinion is rendered to be issued pursuant to the Plan.
Based upon such examination, we are of the opinion:
(a) That Fourth Financial Corporation is duly organized and
validly existing in good standing under the laws of the State of
Kansas;
May 26, 1994
Page 2
(b) That the Company is authorized to have issued and
outstanding 50,000,000 shares of Common Stock of the par value of
$5.00 per share;
(c) That when the Registration Statement shall have been
declared effective by order of the Securities and Exchange
Commission, and the Shares shall have been issued and sold upon
the terms and conditions set forth in the Registration Statement
and the Plan, then the Shares will be validly authorized ad
legally issued, fully paid and nonassessable.
We hereby consent (1) to be named in the Registration
Statement, and in the Prospectus which constitutes a part
thereof, as the attorneys who will pass upon the validity of the
Shares, and (2) to the filing of this opinion as Exhibit 5.1 to
the Registration Statement.
Very truly yours,
/s/ Foulston & Siefkin
FOULSTON & SIEFKIN
Exhibit 24.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8) and related Prospectus
pertaining to the Fourth Financial Corporation 1993 Incentive
Stock Option Plan of our report dated January 20, 1994 with
respect to the consolidated financial statements of Fourth
Financial Corporation included in its Annual Report (Form 10-K)
for the year ended December 31, 1993 filed with the Securities
and Exchange Commission.
/s/ Ernst & Young
ERNST & YOUNG
Wichita, Kansas
May 26, 1994
Exhibit 24.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report on
the financial statements of Fourth National Corporation dated February 7, 1992
and our report on the financial statements of Western National Bancorporation,
Inc. dated March 11, 1993 in Fourth Financial Corporation's Form 10-K for the
year ended December 31, 1993 and to all references to our Firm included in
this registration statement.
/s/ Arthur Andersen & Co.
ARTHUR ANDERSEN & CO.
Tulsa, Oklahoma
May 26, 1994
Exhibit 24.4
Consent of Independent Auditors
We consent to the incorporation by reference to the
Registration Statement (Form S-8) and related Prospectus
pertaining to the Fourth Financial Corporation 1993 Incentive
Stock Option Plan of our report dated February 19, 1993, with
respect to the consolidated financial statements of Commercial
Landmark Corporation included in the Annual Report on Form 10-K
of Fourth Financial Corporation for the year ended December 31,
1993.
/s/ Sartain Fischbein & Co.
May 25, 1994 SARTAIN FISCHBEIN & CO.
Exhibit 24.5
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (From S-8) and related Prospectus
pertaining to the Fourth Financial Corporation 1993 Incentive
Stock Option Plan of our reports dated September 16, 1993, with
respect to the consolidated financial statements of Ponca
Bancshares, Inc. and Subsidiary and Security Bank & Trust Company
of Ponca City, Oklahoma and Subsidiaries as of December 31, 1992
and for the periods then ended included in Fourth Financial
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1993.
/s/ GRA, Thompson, White & Co., P.A.
GRA, Thompson, White & Co., P.A.
Merriam, Kansas
May 24, 1994
Exhibit 24.6
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the
Registration Statement (Form S-8) and related Prospectus
pertaining to the Fourth Financial Corporation 1993 Incentive
Stock Option Plan of our report dated January 23, 1992, with
respect to the consolidated financial statements of United Bank
of Kansas, Inc. and Subsidiary (not presented herein) included in
the Annual Report on Form 10-K for Fourth Financial Corporation
for the year ended December 31, 1993.
/s/ Grant Thornton
GRANT THORNTON
Wichita, Kansas
May 25, 1994
Exhibit 24.7
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the
Registration Statement (Form S-8) of Fourth Financial Corporation
and related Prospectus pertaining to the Fourth Financial
Corporation 1993 Incentive Stock Option Plan of our report on the
financial statements of KNB Bancshares, Inc. and Subsidiaries for
the year ended December 31, 1991, dated February 7, 1992, which
is included in the Annual Report on Form 10-K of Fourth Financial
Corporation for the year ended December 31, 1993.
/s/ Deloitte & Touche
Kansas City, Missouri
May 25, 1994
