FORM 8-A/A
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
MERCANTILE BANKSHARES CORPORATION
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(Exact name of registrant as specified in charter)
Maryland 52-0898572
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(State of incorporation or organization) (IRS Employer
Identification No.)
Two Hopkins Plaza, P.O. Box 1477, Baltimore, MD 21203
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(Address of principal executive office) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None None
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Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Stock Purchase Rights
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(Title of class)
AMENDMENT NO. 3
The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its Registration
Statement filed on September 27, 1989 (registering Preferred Stock
Purchase Rights) on Form 8-A as set forth in the pages attached hereto:
Item 1. Description or Securities to be Registered
Item 2. Exhibits
Page 1
Item 1. Amended Description of Registrant's Securities to be Registered.
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On September 12, 1989, the Board of Directors of Mercantile
Bankshares Corporation (the "Corporation") adopted a Shareholder
Protection Rights Agreement (the "Rights Agreement"), and declared a
dividend of one Right for each outstanding share of Common Stock, par
value $2.00 per share (the "Common Stock"), payable on September 29,
1989 to shareholders of record on that date. Rights will also attach to
shares of Common Stock issued prior to the initial exercise date
(described below).
On December 31, 1989, the Corporation effected a stock split
in the form of a stock dividend, resulting in the issuance of one
additional share of Common Stock for each share of Common Stock
outstanding on December 22, 1989. On September 30, 1993, the
Corporation effected an additional stock split in the form of a stock
dividend, resulting in the issuance of one additional share of Common
Stock for each two shares of Common Stock outstanding on September 24,
1993. On June 30, 1997, the Corporation effected an additional stock
split in the form of stock dividend, resulting in the issuance of one
additional share of Common Stock for each two shares of Common Stock
outstanding on June 20, 1997. One Right attaches to each share of
Common Stock issued pursuant to the stock splits. As a result of the
stock splits, certain provisions of the Rights Agreement were adjusted
and amended. The following description restates previously reported
information, giving effect to such stock splits, adjustments and
amendments.
Each Right entitles the record holder to purchase from the
Corporation, in certain events, one two-hundredth of a share of Class A
Preferred Stock (or, in certain cases, one or more shares of Common
Stock of the Corporation), or other securities, at an exercise price of
$40 (the "Exercise Price"), subject to adjustment. The description and
terms of the Rights are set forth in the Rights Agreement, as amended,
between the Corporation and Mercantile-Safe Deposit and Trust Company,
as Rights Agent.
Until the Rights become exercisable, they will not be
separable from the Common Stock and will automatically trade with the
Common Stock. Rights, until exercised, will carry no voting rights or
other stockholder rights such as the right to receive dividends.
Rights initially become exercisable on the earlier of: (a)
the tenth day after a person ("Acquiring Person") has acquired
beneficial ownership of 10% or more of the Corporation's outstanding
Common Stock (the terms "person," "Acquiring person," and "beneficial
ownership" being broadly defined in the Rights Agreement), or (b) on the
tenth day after a person commences a tender or exchange offer to acquire
beneficial ownership (when added to any shares of Common Stock as to
which such person is already the beneficial owner) of 10% or more of the
Corporation's outstanding Common Stock, or, in either case, on such
earlier or later date as the Board of Directors may from time to time
determine. On the initial exercise date, the Corporation will mail
certificates evidencing the Rights, together with an information
statement containing information
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about the Rights and the Class A Preferred Stock (as hereinafter described),
instructions regarding exercise of the Rights and other appropriate
information, to the Corporation's shareholders.
Each Right entitles the holder after the initial exercise
date to purchase, for $40, one two-hundredth of a share of Class A
Preferred Stock (the "Preferred Stock"), of the Corporation. Each share
of Preferred Stock shall be entitled to receive quarterly dividends
equal to the greater of $2.00 or 200 times the dividends declared on
each share of Common Stock. Each share of Preferred Stock has a
liquidation preference of $200 plus accrued and unpaid dividends and,
upon liquidation, will receive the greater of the preferential amount or
a participation in liquidation proceeds pro rata with the Common Stock
equal to 200 times the amount distributable on each share of Common
Stock. Each share of Preferred Stock shall be entitled to 200 votes,
voting with the Common Stock as one class. Shares of Preferred Stock
are redeemable by the Corporation in whole or in part at a redemption
price per share equal to the market price (immediately prior to the
redemption date) of 200 shares of Common Stock. The foregoing
provisions are subject to adjustment under customary antidilution
provisions. In certain cases, described below, Rights may be exercised
or exchanged for Common Stock. Fractional shares of stock issuable upon
exercise of Rights may, at the Corporation's election, be represented by
scrip or depository receipts or, in some cases, paid in cash.
In the event that, directly or indirectly, any person
becomes an Acquiring Person, then on the tenth day thereafter, or such
earlier or later date as the Board of Directors may fix (the "Flip-in
Date"), each Rights holder, other than the Acquiring Person (whose
Rights become void), will have the right to purchase from the
Corporation, at the Exercise Price, a number of shares of Common Stock
having a then current market value equal to twice the Exercise Price, or
in the Corporation's discretion, Preferred Stock at a ratio of one two-
hundredth of a share of Preferred Stock for each such share of Common
Stock.
A Flip-over Transaction or Event occurs when certain
transactions take place with an Acquiring Person (including affiliates
or associates of an Acquiring Person) or any person deemed to be acting
together with an Acquiring Person, including: a merger or consolidation
of the Corporation; sale or transfer by the Corporation or a subsidiary,
in one or more transactions, of assets aggregating more than 50% of the
assets (measured by either book value or fair value) or generating more
than 50% of the operating income or cash flow of the Corporation and its
subsidiaries (taken as a whole); and certain other transactions in which
an Acquiring Person shall be issued additional securities of the
Corporation or shall obtain assets or other benefits or compensation
from the Corporation. For purposes of a merger or consolidation or sale
or transfer of assets, any person may be deemed to be acting together
with an Acquiring Person if the transaction occurs within one-year after
the Acquiring Person becomes an Acquiring Person. Upon the occurrence
of a Flip-over Transaction or Event, each Right will become the right to
purchase, for an amount in cash equal to the Exercise Price, a number
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of shares of Common Stock of the person engaging in the Flip-over
Transaction or Event having a then current market value equal to twice
the Exercise Price.
The Board of Directors, at its sole option, may, at any time
after the occurrence of a Flip-in Date and prior to the time that an
Acquiring Person becomes the beneficial owner of more than 50% of the
outstanding shares of Common Stock, exchange all, but not less than all,
of the then outstanding and exercisable Rights (other than Rights of the
Acquiring Person) for Common Stock at the rate of one share of Common
Stock per Right, or in the Corporation's discretion, for Preferred Stock
at an exchange ratio of one two-hundredth of a share of Preferred Stock
per Right.
Until the initial exercise date, Rights are transferable
only with the transfer of Common Stock. After the initial exercise
date, Rights Certificates will be issued and will be separately
transferable, but only on the registry books of the Rights Agent.
Rights may be redeemable at the Corporation's option for
$0.0022 per right, in cash, prior to a Flip-in Date.
The Rights will expire on September 29, 1999, or earlier if
redeemed or exchanged.
Prior to a Flip-in Date, the terms of the Rights may,
subject to certain limitations, be amended by the Board. Thereafter,
the terms of the Rights may only be amended to make changes that do not
materially adversely affect the interests of the holders, or to cure
ambiguities or to correct or supplement provisions of the Rights
Agreement.
The Exercise Price, redemption price of the Rights, and the
number of shares of Preferred Stock or other securities issuable upon
exercise of Rights, are subject to adjustment from time to time to
prevent dilution in events such as stock dividends, subdivisions,
combinations or reclassifications of shares of Common Stock.
The initial distribution of the Rights should not be taxable
for federal income tax purposes to either the Corporation or
shareholders. However, shareholders should consult with their own tax
advisors regarding the consequences of holding and exercising Rights.
As of June 30, 1997 and after giving effect to the stock
split effected on that date, there were 71,106,750 shares of Common
Stock issued and outstanding. Additional shares of Common Stock were
reserved for issuance pursuant to the Corporation's Omnibus Stock Plan,
and additional shares of Common Stock may be issued from time to time
pursuant to dividend reinvestment plans or in acquisitions or in other
circumstances. So long as the Rights are attached to shares of Common
Stock, the Corporation will issue one Right with each share of Common
Stock that shall become outstanding so that all shares of Common Stock
will have attached Rights (other than
Page 4
Rights which become void pursuant to the Rights Agreement). The Company has
reserved 1,600,000 shares of Preferred Stock for issuance upon exercise of
the Rights.
The Rights can have certain anti-takeover effects. The
Rights may cause substantial dilution to a person or group that attempts
to acquire the Corporation on terms not approved by the Board of
Directors of the Corporation. The Rights should not interfere with a
merger or other business combination approved by the Board of Directors
since the Rights may be redeemed by the Corporation at $0.0022 per Right
under circumstances set forth in the Rights Agreement.
The foregoing description of the Rights is qualified by
reference to the Rights Agreement, as amended, and the exhibits thereto.
Item 2. Exhibits.
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4-A Third Amendment, dated as of June 30, 1997, to Rights
Agreement, dated as of September 12, 1989 between the
Corporation and the Rights Agent, including the amended Form
of Rights Certificate (Exhibit A)
4-B Form of Notice to Stockholders, dated July 1, 1997
Page 5
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to
registration statement to be signed on its behalf by the undersigned,
thereto duly authorized.
MERCANTILE BANKSHARES CORPORATION
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Registrant
Dated: July 11, 1997 By: /s/ Edward K. Dunn, Jr.
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Edward K. Dunn, Jr., President
Page 6
INDEX TO EXHIBITS
Exhibits
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4-A Third Amendment, dated as of June 30, 1997, to Rights Agreement
dated as of September 12, 1989 between the Corporation and the
Rights Agent, including the amended Form of Rights Certificate
(Exhibit A)
4-B Form of Notice to Stockholders, dated July 1, 1997
Page 7
Exhibit 4-A
THIRD AMENDMENT TO
SHAREHOLDER PROTECTION RIGHTS AGREEMENT
THIRD AMENDMENT, dated as of June 30, 1997, to the Shareholder
Protection Rights Agreement dated as of September 12, 1989 (the "Agreement")
between Mercantile Bankshares Corporation, a Maryland corporation
(the "Company"), and Mercantile-Safe Deposit and Trust Company, a Maryland
trust company, as Rights Agent (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into the Agreement
specifying the terms of the Rights (as defined therein);
WHEREAS, A First Amendment to the Agreement was executed and
delivered, as of December 31, 1989, to reflect certain adjustments resulting
from a split of the Company's outstanding Common Stock effected on
December 31, 1989;
WHEREAS, a Second Amendment to the Agreement was executed and
delivered, as of September 30, 1993, to reflect certain adjustments resulting
from a split of the Company's outstanding Common Stock effected on
September 30, 1993;
WHEREAS, the Company has effectuated a further split of its
outstanding Common Stock in the form of a stock dividend pursuant to which one
additional share of the Company's authorized but unissued Common Stock has
become issuable on June 30, 1997 for each two shares of outstanding Common
Stock held of record at the close of business on June 20, 1997, pursuant to
which the Exercise Price (applicable to a Right) as defined in the Agreement
has been automatically adjusted from $60 to $40, and the Redemption Price
(applicable to a Right) has been automatically adjusted from $.0033 to $.0022;
and
WHEREAS, certain amendments to the Agreement are deemed desirable to
implement the purposes of the Agreement in view of the aforesaid stock split
and automatic adjustments;
NOW THEREFORE, in consideration of the premises and the respective
agreements set forth herein, the parties hereby agree as follows:
1. The current "Exercise Price," as defined in the Agreement, is
hereby confirmed to be adjusted from $60 to $40. The current
"Redemption Price," as defined in Article I of the Agreement, is
hereby confirmed to be adjusted from $0.0033 to $0.0022.
2. Exhibit A to the Agreement (Form of Rights Certificate) is amended
in the following respects: (i) the reference to the initial
Exercise Price per Right is changed from $60 to $40 and (ii) the
reference to the redemption price per Right is changed from
$0.0033 to $0.0022.
Page 1
3. In all respects not inconsistent with the terms and provisions of
this Amendment, the Agreement shall remain in full force and effect
in accordance with its terms and provisions. The parties may,
after or in conjunction with the execution and delivery of this
Amendment, enter into a restated Agreement setting forth in full
the terms of the Agreement as amended hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
MERCANTILE BANKSHARES CORPORATION
By: /s/ H. Furlong Baldwin
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H. Furlong Baldwin, Chairman
MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY
By: /s/ Edward K. Dunn, Jr.
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Edward K. Dunn, Jr.
Page 2
EXHIBIT A
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[Form of Rights Certificate]
Certificate No. W- Rights
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THE RIGHTS ARE SUBJECT TO REDEMPTION OR MANDATORY EXCHANGE, AT
THE OPTION OF THE COMPANY, ON THE TERMS SET FORTH IN THE
RIGHTS AGREEMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW,
RIGHTS BENEFICIALLY OWNED BY ACQUIRING PERSONS OR AFFILIATES
OR ASSOCIATES THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS
AGREEMENT) OR TRANSFEREES OF ANY OF THE FOREGOING WILL BE VOID.
Rights Certificate
MERCANTILE BANKSHARES CORPORATION
This certifies that , or registered assigns, is
the registered holder of the number of Rights set forth above, each of which
entitles the registered holder thereof, subject to the terms, provisions and
conditions of the Shareholder Protection Rights Agreement, dated as of
September 12, 1989 (as such may be amended from time to time, the "Rights
Agreement"), between Mercantile Bankshares Corporation, a Maryland
corporation (the "Company"), and Mercantile-Safe Deposit and Trust Company,
a Maryland trust company, as Rights Agent (the "Rights Agent", which term
shall include any successor Rights Agent under the Rights Agreement), to
purchase from the Company at any time after the Separation Time (as such
term is defined in the Rights Agreement) and prior to the close of business
on September 29, 1999, one two-hundredth of a fully paid share of Class A
Preferred Stock (the "Preferred Stock"), of the Company (subject to
adjustment as provided in the Rights Agreement) at the Exercise Price
referred to below, upon presentation and surrender of this Rights
Certificate with the Form of Election to Exercise duly executed at the
principal office of the Rights Agent in the city of Baltimore. The Exercise
Price shall initially be $40 per Right and shall be subject to adjustment in
certain events as provided in the Rights Agreement.
In certain circumstances described in the Rights Agreement, the
Rights evidenced hereby may entitle the registered holder thereof to
purchase securities of any entity other than the Company or securities or
assets of the Company other than Preferred Stock, all as provided in the
Rights Agreement.
This Rights Certificate is subject to all of the terms, provisions
and conditions of the Rights Agreement, which terms, provisions and
conditions are hereby incorporated
Page 1
herein by reference and made a part hereof and to which Rights Agreement
reference is hereby made for a full description of the rights, limitations
of rights, obligations, duties and immunities hereunder of the Rights Agent,
the Company and the holders of the Rights Certificates. Copies of the
Rights Agreement are on file at the principal office of the Company and are
available without cost upon written request.
This Rights Certificate, with or without other Rights
Certificates, upon surrender at the office of the Rights Agent designated
for such purpose, may be exchanged for another Rights Certificate or Rights
Certificates of like tenor and date evidencing an aggregate number of Rights
equal to the aggregate number of Rights evidenced by the Rights Certificate
or Rights Certificates surrendered. If this Rights Certificate shall be
exercised in part, the registered holder shall be entitled to receive, upon
surrender hereof, another Rights Certificate or Rights Certificates for the
number of whole Rights not exercised.
Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate may be (a) redeemed by the Company under
certain circumstances at its option at a redemption price of $0.0022 per
Right or (b) exchanged by the Company under certain circumstances at its
option for one share of Common Stock or one two-hundredth of a share of
Preferred Stock per Right (or, in certain cases, other securities or assets
of the Company), subject in each case to adjustment in certain events as
provided in the Rights Agreement.
No holder of this Rights Certificate, as such, shall be entitled
to vote or receive dividends or be deemed for any purpose the holder of any
securities which may at any time be issuable on the exercise hereof, nor
shall anything contained in the Rights Agreement or herein be construed to
confer upon the holder hereof, as such, any of the rights of a shareholder
of the Company or any right to vote for the election of directors or upon
any matter submitted to shareholders at any meeting thereof, or to give or
withhold consent to any corporate action, or to receive notice of meetings
or other actions affecting shareholders (except as provided in the Rights
Agreement), or to receive dividends or subscription rights, or otherwise,
until the Rights evidenced by this Rights Certificate shall have been
exercised as provided in the Rights Agreement.
This Rights Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.
Page 2
WITNESS the facsimile signature of the proper officers of the
Company and its corporate seal.
Date:
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ATTEST: MERCANTILE BANKSHARES CORPORATION
- - ------------------------------ By:----------------------------------
Secretary
Countersigned:
MERCANTILE-SAFE DEPOSIT AND TRUST COMPANY
By: -------------------------------
Authorized Signature
Page 3
[Form of Reverse Side of Rights Certificate]
FORM OF ASSIGNMENT
(To be executed by the registered holder if such
holder desires to transfer the Rights Certificates.)
FOR VALUE RECEIVED hereby
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sells, assigns and transfers unto
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(Please print name and address of transferee)
this Rights Certificate, together with all right,
- - ----------------------------
title and interest therein, and does hereby irrevocably constitute and
appoint Attorney, to transfer the within Rights
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Certificate on the books of the within-named Company, with full power of
substitution.
Dated: , 19
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Signature Guaranteed:
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Signature
(Signature must correspond to name
as written upon the face of this
Rights Certificate in every
particular, without alteration or
enlargement or any change
whatsoever).
Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of
Securities Dealers, Inc., or a commercial bank or trust company having an
office or correspondent in the United States.
Page 4
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(To be completed if true)
The undersigned hereby represents, for the benefit of all holders of Rights
and shares of Common Stock, that the Rights evidenced by this Rights
Certificate are not, and, to the knowledge of the undersigned, have never
been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate
thereof (as defined in the Rights Agreement).
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Signature
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Page 5
[To be attached to each Rights Certificate]
FORM OF ELECTION TO EXERCISE
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(To be executed if holder desires to
exercise the Rights Certificate.)
TO: MERCANTILE BANKSHARES CORPORATION
The undersigned hereby irrevocably elects to exercise
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whole Rights represented by the attached Rights Certificate to purchase one
two-hundredth of a share of Class A Preferred Stock, issuable upon the
exercise of such Rights and requests that certificates for such shares be
issued in the name of:
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Address
------------------------------------------------
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Social Security or Other Taxpayer
Identification Number:
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If such number of Rights shall not be all the Rights evidenced by this
Rights Certificate, a new Rights Certificate for the balance of such Rights
shall be registered in the name of and delivered to:
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Address
------------------------------------------------
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Social Security or Other Taxpayer
Identification Number:
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Dated: , 19
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Page 6
Signature Guaranteed:
Signature
(Signature must correspond to name
as written upon the face of this
Rights Certificate in every
particular, without alteration or
enlargement or any change whatsoever)
Signatures must be guaranteed by a member firm of a registered
national securities exchange, a member of the National Association of
Securities Dealers, Inc., or a commercial bank or trust company having an
office or correspondent in the United States.
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(To be completed if true)
The undersigned hereby represents, for the benefit of all holders of Rights
and shares of Common Stock, that the Rights evidenced by this Rights
Certificate are not, and, to the knowledge of the undersigned, have never
been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate
thereof (as defined in the Rights Agreement).
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Signature
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NOTICE
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In the event the certification set forth above is not completed in
connection with a purported assignment or exercise, the Company will deem
the beneficial owner of the Rights evidenced by this Rights Certificate to
be an Acquiring Person or an Affiliate or Associate thereof (as defined in
the Rights Agreement) and accordingly will deem the Rights evidenced by this
Rights Certificate to be void and not transferable or exercisable.
Page 7
EXHIBIT 4-B
[LOGO] MERCANTILE BANKSHARES CORPORATION
July 1, 1997
Notice to Stockholders:
The Board of Directors has declared a split of the Common Stock of our
Corporation, in the form of a stock dividend, in the amount of one additional
share of Common Stock for each two shares of outstanding Common Stock, payable
on June 30, 1997, to stockholders of record at the close of business on June
20, 1997. Except for participants in the Dividend Reinvestment and Stock
Purchase Plan or the Employee Stock Purchase Dividend Reivestment Plan,
certificates for the new shares of Common Stock accompany this notice. The
par value per share remains at $2. Where appropriate, cash in lieu of a
fractional share is also enclosed.
The stock split requires certain adjustments pursuant to the Shareholder
Protection Rights Plan adopted by the Board in September, 1989, as amended,
under which each share of Common Stock carries one Right to acquire
additional securities of Mercshares in certain events.
Each outstanding share of Common Stock after the 3-for-2 split will carry
one Right. The Exercise Price applicable to a Right will be adjusted from $60
to $40, and the Redemption Price applicable to a Right will be adjusted from
$.0033 to $.0022. Each Right may become exercisable or exchangeable for
1/200th of a share of Class A Preferred Stock.
As we previously advised, until the Rights become exercisable, they will
not be separable from the Common Stock and will automatically trade with the
Common Stock. The Rights will not be exercisable and no certificates for
Rights will be sent to stockholders until after the occurrence of specified
events.
Mercantile Bankshares Corporation
/s/ H. Furlong Baldwin
By:_______________________________
H. Furlong Baldwin
Chairman of the Board
and Chief Executive Officer
Two Hopkins Plaza/ P.O. Box 1477/ Baltimore, Maryland 21203/ (410) 237-5900
