SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM 8-A/A
Amendment No. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PEOPLES FIRST CORPORATION
(Exact name of registrant as
specified in its charter)
Kentucky 61-1023747
(State of incorporation or organization) (IRS Employer
Identification No.)
100 South 4th Street
Paducah, Kentucky 42002-2200
(Address of principal executive offices) (Zip Code)
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:
Title of each class Name of each exchange on
to be so registered which class is to be registered
None Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Junior Participating Preferred Stock Purchase Rights
(Title of class)
On November 17, 1997, Peoples First Corporation (the
"Company") and Registrar and Transfer Company, successor Rights
Agent (the "Rights Agent") under the Rights Agreement dated as of
January 18, 1995, and amended as of October 20, 1997 (the "Rights
Agreement"), between the Company and Boatmen's Trust Company, the
original Rights Agent, entered into Amendment No. 2 (the
"Amendment") to the Rights Agreement.
The Company amended the Rights Agreement concurrently with
entering into a merger agreement with Union Planters Corporation
("UPC"), which provides for the merger of the Company into a
wholly owned subsidiary of UPC. Upon consummation of the merger,
each Company common share, together with the associated rights
issued under the Rights Agreement, issued and outstanding at the
Effective Time of the Merger (other than shares held by
shareholders who exercise dissenters' rights) will be converted
into and exchanged for the right to receive 0.6 UPC common
shares, subject to adjustment in certain circumstances. Each UPC
common share issued upon conversion of Company common shares in
the Merger will be accompanied by an associated UPC preferred
stock purchase right issued under UPC's rights agreement.
The Company hereby amends the following items, financial
statements, exhibits or other portions of its Registration
Statement on Form 8-A relating to its Junior Participating
Preferred Stock Purchase Rights as set forth in the pages
attached hereto.
Item 1. Description of Registrant's Securities to be Registered
Effective as of November 17, 1997, the Company and the
Rights Agent amended the Rights Agreement to provide that the
transactions contemplated by the merger agreement between the
Company and UPC would not cause, for purposes of the Rights
Agreement, (i) UPC or any of its affiliates to become an
"Acquiring Person," (ii) a "Stock Acquisition Date" or
a"Distribution Date" to occur, or (iii) any of the rights issued
under the Rights Agreement to separate from the Company common
shares from which they are attached or to otherwise be triggered
or become exercisable. The Amendment also provides that the
Rights Agreement and all rights issued thereunder will terminate
without payment to any rights holder immediately before the
Merger takes effect.
Item 2. Exhibits
A. Second Amendment to Rights Agreement, dated
as of November 17, 1997, between Peoples
First Corporation and Registrar and Transfer
Company, as Rights Agent.
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to be
signed on its behalf by the undersigned, thereunto duly authorized.
PEOPLES FIRST CORPORATION
By /s/Aubrey W. Lippert
Aubrey W. Lippert
Chairman of the Board,
President and Chief
Executive Officer
Dated: November 26, 1997
Exhibit A
SECOND AMENDMENT TO RIGHTS AGREEMENT
This is the Second Amendment dated as of November 17, 1997
(the "Amendment") to the Rights Agreement dated as of January 18,
1995, as amended by Amendment No. 1 thereto, dated as of October
20, 1997 (the "Agreement"), between Peoples First Corporation, a
Kentucky corporation (the "Company"), and Registrar and Transfer
Company, a New Jersey corporation, successor Rights Agent to
Boatmen's Trust Company, a Missouri corporation (the "Rights
Agent").
Recitals
A. The Company and Union Planters Corporation, a Tennessee
corporation ("Counterparty"), are entering into an Agreement and
Plan of Merger dated as of November 17, 1997 (the "Merger
Agreement") pursuant to which the Company would merge into and
with a subsidiary of the Counterparty (the "Merger"), and a
related Option Agreement dated as of November 17, 1997 (the
"Counterparty Option Agreement"), pursuant to which the
Corporation has granted to the Counterparty an option to purchase
certain shares of the Company's Common Stock in certain
circumstances and upon certain terms and conditions.
B. The consummation of the transactions contemplated by
the Merger Agreement would result in the Counterparty owning all
of the outstanding Common Stock of the Company, and therefore
becoming an Acquiring Person within the meaning of the Agreement.
C. Pursuant to and in accordance with Section 27 of the
Agreement, the Company and the Rights Agent desire to amend the
Agreement to provide that neither the acquisition of Common Stock
of the Company by the Counterparty in accordance with the
Counterparty Option Agreement nor the consummation of the
transactions contemplated by the Merger Agreement would result in
the Counterparty being deemed an Acquiring Person within the
meaning of the Agreement. Capitalized terms used but not defined
herein shall have the meanings assigned to them in the Agreement.
Agreement
The Company and the Rights Agent agree as follows:
1. Amendment of Section 1(a). Section 1(a) of the
Agreement is amended to add the following sentence at the end of
such Section:
"Notwithstanding anything in this Agreement to the
contrary, "Acquiring Person" shall not include any
Counterparty Party so long as no Counterparty Party
beneficially owns any Common Stock then outstanding
other than (i) Common Stock of which any Counterparty
Party is or becomes the Beneficial Owner by virtue of
the approval, execution or delivery of the Merger
Agreement or the Counterparty Option Agreement or by
reason of the consummation of any transaction
contemplated in the Merger Agreement or the
Counterparty Option Agreement or both; (ii) Common
Stock beneficially owned by any Counterparty Party on
November 17, 1997; (iii) Common Stock of the Company of
which any Counterparty Party becomes the Beneficial
Owner after November 17, 1997, provided, that the
aggregate number of shares of Common Stock that may be
beneficially owned by the Counterparty Parties pursuant
to this clause (iii) shall not exceed 100,000 shares of
the Common Stock; (iv) Common Stock 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; (v) Common Stock held by any Counterparty
Party in a bona fide fiduciary, custodial or depository
capacity; and (vi) Common Stock 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."
2. Amendment of Section 1(z). Section 1(z) of the
Agreement is amended to add the following sentence at the end of
such Section:
"Notwithstanding anything in this Agreement to the
contrary, neither (i) the approval, execution or
delivery of the Counterparty Option Agreement or the
Merger Agreement nor (ii) the consummation of the
transactions contemplated by the Counterparty Option
Agreement or the Merger Agreement shall be deemed to
cause a Stock Acquisition Date to occur."
3. Amendment of Section 1(dd). Section 1(dd) of the
Agreement is amended to add the following sentence at the end of
such Section:
"Notwithstanding anything in this Agreement to the
contrary, neither (i) the approval, execution or
delivery of the Counterparty Option Agreement or the
Merger Agreement nor (ii) the consummation of the
transactions contemplated by the Merger Agreement or
the Counterparty Option Agreement shall be deemed to
(A) be a Triggering Event or (B) cause a Triggering
Event to occur."
4. Additions to Section 1. The following subsections are
added to Section 1 of the Agreement:
"(ee) 'Counterparty' shall mean Union Planters
Corporation, a Tennessee corporation."
"(ff) 'Counterparty Parties' shall mean,
collectively, Counterparty and its Affiliates and
Associates (including Union Planters Holding
Corporation). Counterparty Party shall have a
correlative meaning."
"(gg) 'Counterparty Option Agreement' shall mean
the Option Agreement dated as of November 17, 1997,
between the Company and Counterparty."
"(hh) 'Merger Agreement' shall mean the Merger
Agreement dated as of November 17, 1997, between the
Company and Union Planters Holding Corporation, and
joined in by Counterparty, as amended from time to
time."
"(ii) 'Termination Time' shall be immediately
prior to the Effective Time, as defined in the Merger
Agreement."
5. Amendment of Section 3(a). Section 3(a) of the
Agreement is amended to add the following sentence between the
first and second sentences of such Section:
"Notwithstanding anything in this Agreement to the
contrary, neither (i) the approval, execution or
delivery of the Counterparty Option Agreement or the
Merger Agreement nor (ii) the consummation of the
transactions contemplated by the Merger Agreement or
the Counterparty Option Agreement shall be deemed to
cause a Distribution Date to occur."
6. Amendment of Section 13(d). Section 13(d) of the
Agreement is amended to read in its entirety as follows:
"(d) Notwithstanding anything in this Agreement to
the contrary, Section 13 shall not be applicable to (i)
a transaction described in subparagraphs (x) and (y) of
Section 13(a) if (A) such transaction is consummated
with a Person or Persons who acquired shares of Common
Stock pursuant to a tender offer or exchange offer for
all outstanding shares of Common Stock that complies
with the provisions of Section 11(a)(ii)(B) hereof
regarding the determination of the Continuing Directors
who are not officers of the Company (or a wholly owned
subsidiary of any such Person or Persons), (B) the
price per share of Common Stock offered in such
transaction is not less than the price per share of
Common Stock paid to all holders of shares of Common
Stock whose shares were purchased pursuant to such
tender offer or exchange offer, and (C) the form of
consideration being offered to the remaining holders of
shares of Common Stock pursuant to such transaction is
the same as the form of consideration paid pursuant to
such tender offer or exchange offer, or (ii) any
transaction contemplated by the Merger Agreement. Upon
consummation of any transaction contemplated by this
Section 13(d), all Rights hereunder shall expire."
7. Amendment to Section 15. Section 15 of the Agreement
is hereby 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 Option Agreement."
8. Addition of Section 35. A new Section 35 is added to
the Agreement, to read as follows:
"Section 35. Termination. This Agreement shall
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."
9. Effectiveness. This Amendment shall be deemed
effective as of the time immediately before the execution and
delivery of the Merger Agreement. Except as amended hereby, the
Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.
10. Miscellaneous. This Amendment shall be deemed to be a
contract made under the laws of the Commonwealth of Kentucky and
for all purposes shall be governed by and construed in accordance
with the laws of such State applicable to contracts to be made or
performed entirely within such State. This Amendment may be
executed in any number of counterparts and each of such
counterparts shall for all purposes be deemed to be an original,
and all such counterparts shall together constitute but one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered, all as of the day
and year first above written.
Attest: PEOPLES FIRST CORPORATION
By /s/ Eileen M. Duobinis Gray By /s/ Aubrey W. Lippert
Eileen M. Duobinis-Gray Aubrey W. Lippert
Corporate Secretary Chairman of the Board,
President, and Chief
Executive Officer
REGISTRAR AND TRANSFER COMPANY
Attest:
By /s/ William P. Tatler By /s/ Margaret S. Villani
Name: William P. Tatler Name: Margaret S. Villani
Title: Vice President & Assistant Title: Vice President
Secretary
