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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
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BOATMEN'S BANCSHARES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
MISSOURI 43-0672260
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(State of Incorporation (I.R.S. Employer Identification No.)
or Organization)
ONE BOATMEN'S PLAZA, 800 MARKET STREET, ST. LOUIS, MO 63101
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(Address of Principal Executive Offices) (Zip Code)
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If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A(c)(1) please check the following box. / /
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A(c)(2)
please check the following box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Each Class is
to be so Registered to be Registered
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NONE NONE
Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED SHARE PURCHASE RIGHTS
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On August 14, 1990, the Board of Directors of BOATMEN'S
BANCSHARES, INC. (the "Corporation") declared a dividend of one
Preferred Share Purchase Right (a "Right") for each outstanding
share of common stock, par value $1.00 per share (the "Common
Shares"), of the Corporation. The dividend is payable on
August 31, 1990 (the "Record Date") to the stockholders of record
on that date. Each Right entitles the registered holder to
purchase from the Corporation one one-hundredth share of the
Company's Junior Participating Preferred Stock, Series C, stated
value $1.00 per share ("Preferred Shares") at a price of $110.00
per one one-hundredth Preferred Share (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights are
set forth in a Rights Agreement, as amended by Amendment No. 1 to
Rights Agreement, dated as of January 26, 1993, and as further
amended by Amendment No. 2 to Rights Agreement, dated as of
August 29, 1996 (as amended, the "Rights Agreement"), between the
Corporation and Boatmen's Trust Company, as Rights Agent (the
"Rights Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") have acquired beneficial ownership
of 20% or more of the outstanding Common Shares or (ii) 10 business
days (or such later date as may be determined by action of the
Board of Directors prior to such time as any Person becomes an
Acquiring Person) following the commencement of, or announcement of
an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by
a person or group of 20% or more of such outstanding Common Shares
(the earlier of such dates being called the "Distribution Date"),
the Rights will be evidenced, with respect to any of the Common
Share certificates outstanding as of the Record Date, by such
Common Share certificate with a copy of a Summary of Rights
attached thereto.
An Acquiring Person does not include the Corporation and its
subsidiaries or employee benefit plans of the Corporation and its
subsidiaries. In addition, until termination of the Agreement and
Plan of Merger, dated as of August 29, 1996 (the "Merger
Agreement"), by and between the Corporation and NationsBank
Corporation ("NationsBank"), and the Stock Option Agreement, dated
as of August 29, 1996, between the Corporation and NationsBank (the
"Option Agreement"), an Acquiring Person does not include
NationsBank and its affiliates and associates, provided that
NationsBank is in compliance with all material terms, conditions
and obligations imposed upon it by the Merger Agreement and the
Option Agreement and, except in certain limited circumstances
(including by reason of approval, execution, delivery or
consummation of the transactions contemplated in the Merger
Agreement or the Option Agreement), NationsBank and its affiliates
and associates do not beneficially own any Common Shares.
The Rights Agreement provides that, until the Distribution
Date, the Rights will be transferred with and only with the Common
Shares. Until the Distribution Date (or earlier redemption or
expiration of the Rights), new Common Share certificates issued
after the Record Date, upon transfer or new issuance of Common
Shares, will contain a notation incorporating the Rights Agreement
by reference. Until the Distribution Date (or earlier redemption
or expiration of the Rights), the surrender for transfer of any
certificates for Common Shares, outstanding as of the Record Date,
even without such notation or a copy of the Summary of Rights being
attached thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of the Common Shares as of the close of
business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
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The Rights are not exercisable until the Distribution Date.
The Rights will expire on August 14, 2000 (the "Final Expiration
Date"), unless the Final Expiration Date is extended or unless the
Rights are earlier redeemed by the Corporation, in each case, as
described below.
The Purchase Price payable, and the number of Preferred Shares
or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a subdivision,
combination or reclassification of, the Preferred Shares, (ii) upon
the grant to holders of the Preferred Shares of certain rights or
warrants to subscribe for or purchase Preferred Shares at a price,
or securities convertible into Preferred Shares with a conversion
price, less than the then current market price of the Preferred
Shares or (iii) upon the distribution to holders of the Preferred
Shares of evidences of indebtedness or assets (excluding regular
periodic cash dividends paid out of earnings or retained earnings
or dividends payable in Preferred Shares) or of subscription rights
or warrants (other than those referred to above).
The number of outstanding Rights and the number of one one-
hundredths of a Preferred Share issuable upon exercise of each
Right are also subject to adjustment in the event of a stock split
of the Common Shares or a stock dividend on the Common Shares
payable in Common Shares or subdivisions, consolidations or
combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will
not be redeemable. Each Preferred Share will be entitled to a
minimum preferential quarterly dividend payment of $1.00 per share
but will be entitled to an aggregate dividend of 100 times the
dividend declared per Common Share. In the event of liquidation,
the holders of the Preferred Shares will be entitled to a minimum
preferential liquidation payment of $100 per share but will be
entitled to an aggregate payment of 100 times the payment made per
Common Share. Each Preferred Share will have 100 votes, voting
together with the Common Shares. Finally, in the event of any
merger, consolidation or other transaction in which Common Shares
are exchanged, each Preferred Share will be entitled to receive 100
times the amount received per Common Share. These rights are
protected by customary antidilution provisions.
Because of the nature of the Preferred Shares' dividend,
liquidation and voting rights, the value of the one one-hundredth
interest in a Preferred Share purchasable upon exercise of each
Right should approximate the value of one Common Share.
In the event that the Corporation is acquired in a merger or
other business combination transaction or 50% or more of its
consolidated assets or earning power are sold, proper provision
will be made so that each holder of a Right will thereafter have
the right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common stock
of the acquiring company which at the time of such transaction will
have a market value of two times the exercise price of the Right.
In the event that (i) any person or group of affiliated or
associated persons becomes the beneficial owner of 20% or more of
the outstanding Common Shares (unless such person first acquires
20% or more of the outstanding Common Shares by a purchase pursuant
to a tender offer for all of the Common Shares for cash, which
purchase increases such person's beneficial ownership to 80% or
more of the outstanding Common Shares) or (ii) during such time as
there is an Acquiring Person, there shall be a reclassification of
securities or a recapitalization or reorganization of the
Corporation or other transaction or series of transactions
involving the Corporation which has the effect of increasing by
more than 1% the proportionate share of the outstanding shares of
any class of equity securities of the Corporation or any of its
subsidiaries beneficially owned by the Acquiring Person, proper
provision shall be made so that
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each holder of a Right, other than Rights beneficially owned by the Acquiring
Person (which will thereafter be void), will thereafter have the right to
receive upon exercise that number of Common Shares having a market value of
two times the exercise price of the Right.
Notwithstanding the foregoing, neither the execution and
delivery of the Merger Agreement or the Option Agreement, nor
consummation of the transactions contemplated thereby, shall be
deemed to result in the beneficial ownership by NationsBank and its
affiliates and associates of 20% or more of the Common Shares.
Except as noted above, at any time after the acquisition by a
person or group of affiliated or associated persons of beneficial
ownership of 20% or more of the outstanding Common Shares and prior
to the acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of the Corporation may
exchange the Rights (other than Rights owned by such person or
group which have become void), in whole or in part, at an exchange
ratio of one Common Share per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment
of at least 1% in such Purchase Price. No fractional Preferred
Shares will be issued (other than fractions which are integral
multiples of one one-hundredth of a Preferred Share and which may,
at the election of the Corporation, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made
based on the market price of the Common Shares on the last trading
day prior to the date of exercise.
Except as noted above, at any time prior to the acquisition by
a person or group of affiliated or associated persons of beneficial
ownership of 20% or more of the outstanding Common Shares, the
Board of Directors of the Corporation may redeem the Rights in
whole, but not in part, at a price of $0.01 per Right (the
"Redemption Price"). The redemption of the rights may be made
effective at such time on such basis and with such conditions as
the Board of Directors in its sole discretion may establish.
In addition, if a bidder who does not beneficially own more
than 1% of the Common Shares and all other voting shares of the
Corporation (together the "Voting Shares") (and who has not within
the past year owned in excess of 1% of the Voting Shares and, at a
time he held such greater than 1% stake, disclosed, or caused the
disclosure of, an intention which relates to or would result in the
acquisition or influence of control of the Corporation) proposes to
acquire all of the Voting Shares for cash at a price which a
nationally recognized investment banker selected by such bidder
states in writing is fair, and such bidder has obtained written
financing commitments (or otherwise has financing) and complies
with certain procedural requirements, then the Corporation, upon
the request of the bidder, will hold a special stockholders meeting
to vote on a resolution requesting the Board of Directors to accept
the bidder's proposal. If a majority of the outstanding shares
entitled to vote on the proposal vote in favor of such resolution,
then for a period of 60 days after such meeting the Rights will be
automatically redeemed at the Redemption Price immediately prior to
the consummation of any tender offer for all of such shares at a
price per share in cash equal to or greater than the price offered
by such bidder; provided, however, that no redemption will
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be permitted or required after the acquisition by any person or
group of affiliated or associated persons of beneficial ownership
of 20% or more of the outstanding Common Shares. Immediately upon
any redemption of the Rights, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
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The terms of the Rights may be amended by the Board of
Directors of the Corporation without the consent of the holders of
the Rights, including an amendment to lower certain thresholds
described above to not less than the greater of (i) any percentage
greater than the largest percentage of the outstanding Common
Shares then known to the Corporation to be beneficially owned by
any person or group of affiliated or associated persons or
(ii) 10%, except that from and after such time as any person
becomes an Acquiring Person no such amendment may adversely affect
the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Corporation, including,
without limitation, the right to vote or to receive dividends.
Nothing in the Rights Agreement gives any holder of Rights or any
other person any legal or equitable rights, remedies or claims
under the Rights Agreement in connection with any transaction
contemplated by the Merger Agreement or the Option Agreement.
At the effective time of the merger transaction contemplated
by the Merger Agreement, the Rights Agreement, including all
rights, benefits, obligations, duties and agencies created by the
Rights Agreement, shall be terminated, and all issued and
outstanding Rights shall cease to exist and shall be terminated
without any payment to any holder thereof.
ITEM 2. EXHIBITS.
1. Rights Agreement dated as of August 14, 1990 between
Boatmen's Bancshares, Inc. and Boatmen's Trust Company,
which includes as Exhibit A the form of Certificate of
Designation of Junior Participating Preferred Stock,
Series C, of Boatmen's Bancshares, Inc., as Exhibit B the
form of Right Certificate, and as Exhibit C a Summary of
Rights to Purchase Preferred Shares, is incorporated by
reference from the Boatmen's Bancshares, Inc.
Registration Statement on Form 8-A, dated August 14,
1990.
2. Letter sent to Boatmen's Bancshares, Inc.
shareholders, is incorporated by reference from the
Boatmen's Bancshares, Inc. Registration Statement
on Form 8-A, dated August 14, 1990.
3. Amendment No. 1, dated as of January 26, 1993, to
the Rights Agreement, dated as of August 14, 1990,
of Boatmen's Bancshares, Inc., is incorporated
herein by reference from the Boatmen's Bancshares,
Inc. Annual Report on Form 10-K for the fiscal year
ended December 31, 1992.
4. Amendment No. 2, dated as of August 29, 1996, to
the Rights Agreement, dated as of August 14, 1990,
of Boatmen's Bancshares, Inc.
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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, thereto duly authorized.
BOATMEN'S BANCSHARES, INC.
By /s/ James W. Kienker
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James W. Kienker
Executive Vice President and
Chief Financial Officer
Dated: September 24, 1996
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EXHIBIT 4
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AMENDMENT NO. 2
TO
RIGHTS AGREEMENT
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Amendment No. 2, dated as of August 29, 1996, to Rights
Agreement, dated as of August 14, 1990, as amended by Amendment
No. 1 thereto, dated as of January 26, 1993, (the "Rights
Agreement"), between Boatmen's Bancshares, Inc., a Missouri
corporation (the "Corporation"), and Boatmen's Trust Company, a
Missouri trust corporation (the "Rights Agent") (all terms not
otherwise defined herein shall have the meanings ascribed to them
in the Rights Agreement).
WITNESSETH:
WHEREAS, the Corporation and the Rights Agent have previously
entered into the Rights Agreement specifying the terms of the
Rights;
WHEREAS, Section 27 of the Rights Agreement provides that the
Corporation may from time to time supplement or amend the Rights
Agreement to make any provisions with respect to the Rights which
the Corporation may deem necessary or desirable, any such amendment
to be evidenced by a writing signed by the Corporation and the
Rights Agent;
WHEREAS, the Corporation and NationsBank Corporation, a North
Carolina corporation ("Counterparty"), have entered into an
Agreement and Plan of Merger, dated as of August 29, 1996 (the
"Merger Agreement"), pursuant to which the Corporation would merge
with and into Merger Sub, a wholly-owned subsidiary of Counterparty
("Merger Sub"), with Merger Sub as the surviving corporation in the
merger (the "Merger");
WHEREAS, in connection with the Merger Agreement, the
Corporation and Counterparty have entered into a Stock Option
Agreement, dated as of August 29, 1996 (the "Counterparty Stock
Option Agreement"), pursuant to which the Corporation has granted
to Counterparty an option (the "Counterparty Stock Option") to
purchase certain of the Company's Common Shares under certain
circumstances and upon certain terms and conditions;
WHEREAS, the consummation of the transactions contemplated by
the Merger Agreement would result in Counterparty owning all of the
outstanding Common Shares of the Corporation and therefore becoming
an Acquiring Person within the meaning of the Rights Agreement;
WHEREAS, the consummation of the transactions contemplated by
the Counterparty Stock Option Agreement might cause the
Counterparty to become an Acquiring Person within the meaning of
the Rights Agreement;
WHEREAS, the Corporation wishes to amend the Rights Agreement
to provide that the acquisition of Common Shares of the Corporation
by Counterparty in accordance with the Merger Agreement or the
Counterparty Stock Option Agreement will not result in Counterparty
being deemed an Acquiring Person under the Rights Agreement; and
WHEREAS, all acts and things necessary to make this Amendment
No. 2 a valid agreement according to its terms have been done and
performed, and the execution and delivery of this Amendment
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No. 2 by the Corporation and the Rights Agent have been in all respects
duly authorized by the Corporation and the Rights Agent;
NOW, THEREFORE, in consideration of the premises and the
mutual agreements set forth herein, the parties hereby agree as
follows:
1. Amendment to Section 1(a). Section 1(a) of the
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Rights Agreement is hereby amended and restated in its entirety to
read as follows:
"(a) Acquiring Person" shall mean any Person (as such
term is hereinafter defined) who or which, together with all
Affiliates and Associates (as such terms are hereinafter defined)
of such Person, shall be the Beneficial Owner (as such term is
hereinafter defined) of 20% or more of the Common Shares of the
Corporation then outstanding, but shall not include any of the
following:
(i) the Corporation, any Subsidiary (as such term is
hereinafter defined) of the Corporation, any employee benefit
plan of the Corporation or any Subsidiary of the Corporation,
or any entity holding Common Shares for or pursuant to the
terms of any such plan; or
(ii) until the termination of the Merger Agreement
and the Counterparty Stock Option Agreement in accordance with
their respective terms, any Counterparty Party, but only if
and for so long as (A) Counterparty is in compliance with all
material terms, conditions and obligations imposed upon it by
the Merger Agreement and the Counterparty Stock Option
Agreement and (B) no Counterparty Party is the Beneficial
Owner of any Common Shares of the Corporation then outstanding
other than: (u) Common Shares of the Corporation of which any
Counterparty Party is or becomes the Beneficial Owner by
reason of the approval, execution or delivery of the Merger
Agreement or the Counterparty Stock Option Agreement or by
reason of the consummation of any transaction contemplated in
the Merger Agreement or the Counterparty Stock Option
Agreement or both; (v) Common Shares of the Corporation of
which any Counterparty Party is the Beneficial Owner on the
date hereof; (w) Common Shares of the Corporation of which any
Counterparty Party becomes the Beneficial Owner after the date
hereof; provided, that the aggregate number of Common
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Shares of the Corporation which may be Beneficially Owned by
the Counterparty Parties pursuant to this clause (w) shall not
exceed 5% of the Common Shares of the Corporation outstanding;
(x) Common Shares of the Corporation acquired in satisfaction
of debts contracted prior to the date hereof by any
Counterparty Party in good faith in the ordinary course of
such Counterparty Party's banking business; (y) Common Shares
of the Corporation held by any Counterparty Party in a
bona fide fiduciary or depository capacity; and (z) Common Shares of the
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Corporation owned in the ordinary course of business by either (A) an
investment company registered under the Investment Company Act of 1940,
as amended, or (B) an investment account, for either of which any
Counterparty Party acts as investment advisor.
Notwithstanding the foregoing, no Person shall become an "Acquiring
Person" as the result of an acquisition of Common Shares by the
Corporation which, by reducing the number of shares outstanding,
increases the proportionate number of shares beneficially owned by
such Person to 20% or more of the Common Shares of the Corporation
then outstanding; provided, however, that if a Person shall
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become the Beneficial Owner of 20% or more of the Common Shares of
the Corporation then outstanding by reason of share purchases by
the Corporation and shall, after such share purchases by the
Corporation,
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become the Beneficial Owner of any additional Common Shares of the
Corporation, then such Person shall be deemed to be
an "Acquiring Person"."
2. Amendment to Section 1(o). Section 1(o) of the
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Rights Agreement is hereby modified and amended to add the
following sentence at the end thereof:
"Notwithstanding anything in this paragraph to the contrary,
neither the execution and delivery of the Merger Agreement or the
Counterparty Stock Option Agreement nor consummation of the
transactions contemplated by the Merger Agreement or the
Counterparty Stock Option Agreement shall be deemed to be a Trigger
Event."
3. Additions to Section 1. The following terms are
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hereby added to Section 1 of the Rights Agreement as additional
defined terms under the Rights Agreement;
"(q) "Counterparty" shall mean NationsBank Corporation,
a North Carolina corporation.
(r) "Counterparty Parties" shall mean, collectively,
Counterparty and its Affiliates and Associates (including
Merger Sub). "Counterparty Party" shall have a correlative
meaning.
(s) "Counterparty Stock Option Agreement" shall mean the
Stock Option Agreement, dated as of August 29, 1996, between
the Corporation and Counterparty.
(t) "Merger Agreement" shall mean the Agreement and Plan
of Merger, dated as of August 29, 1996, by and between the
Corporation and Counterparty, as the same may be amended from
time to time.
(u) "Termination Time" shall be immediately prior to the
Effective Time, as defined in the Merger Agreement."
4. Amendment to Section 15. Section 15 of the
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Rights Agreement is hereby modified and amended to add the
following sentence at the end thereof:
"Nothing in this Agreement shall be construed to give any holder of
Rights or any other Person any legal or equitable rights, remedies
or claims under this Agreement in connection with any transactions
contemplated by the Merger Agreement or the Counterparty Stock
Option Agreement."
5. Addition of Section 34. A new Section 34 is
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added to the Rights Agreement, to read as follows:
"Section 34. Termination. This Agreement shall
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terminate at the Termination Time and all rights, benefits,
obligations, duties and agencies created by this Agreement shall be
terminated at the Termination Time. All Rights issued and
outstanding shall, at the Termination Time, cease to exist and
shall be terminated without any payment to any holder thereof."
6. Effectiveness. This Amendment shall be deemed
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to be in force and effective immediately prior to the execution and
delivery of the Merger Agreement. Except as amended hereby,
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the Rights Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby, until the Termination Time.
7. Counterparts. This Amendment No. 2 may be
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executed in any number of counterparts, each of which shall be an
original, but such counterparts shall together constitute but one
and the same instrument.
8. Miscellaneous. In all respects not inconsistent
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with the terms and provisions of this Amendment No. 2, the Rights
Agreement is hereby ratified, adopted, approved and confirmed. In
executing and delivering this Amendment No. 2, the Rights Agent
shall be entitled to all the privileges and immunities afforded to
the Rights Agent under the terms and conditions of the Rights
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 2 to be duly executed and attested on the day and
year first set forth above.
Boatmen's Bancshares, Inc.
By: /s/ Gregory L. Curl
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Name: Gregory L. Curl
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Title: Vice Chairman
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Attest:
By: /s/ James W. Kienker
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Name: James W. Kienker
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Title: Executive Vice President and
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Chief Financial Officer
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Boatmen's Trust Company
By: /s/ Martin E. Galt, III
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Name: Martin E. Galt, III
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Title: President
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Attest:
By: /s/ James W. Kienker
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Name: James W. Kienker
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Title:
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