SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM 8-A/A
Amendment No. 1
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 (IRS Employer
or organization) Identification No.)
100 South 4th Street 42002-2200
Paducah, Kentucky (Zip Code)
(Address of principal executive offices)
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)
AMENDMENT NO. 1
The undersigned registrant 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 October 20, 1997, the Company and the
Rights Agent amended the Rights Agreement to amend Section 21 of
the Rights Amendment to permit a corporation that is qualified to
act as a Transfer Agent under the rules of the New York Stock
Exchange to become a successor Rights Agent.
The Company has been notified by Boatmen's Trust
Company of its intention to discontinue its corporate trust
services business and to serve as Rights Agent. As a result of
this development, the Company has appointed Registrar and Trust
Company as successor Rights Agent in accordance with Section 21
of the Rights Agreement, effective October 26, 1997.
Item 2. Exhibits
A First Amendment to Rights Agreement, dated as
of October 20, 1997, between Peoples First
Corporation and Boatmen's Trust Company, as
Rights Agent.
B Notice of Appointment of Successor Rights Agent to
Shareholders, dated as of October 26, 1997.
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: October 26, 1997
Exhibit A
FIRST AMENDMENT TO RIGHTS AGREEMENT
This is the First Amendment dated as of October 20, 1997
(the "Amendment") to the Rights Agreement dated as of January 18,
1995 (the "Agreement") between Peoples First Corporation, a
Kentucky corporation (the "Company"), and Boatmen's Trust
Company, a Missouri corporation (the "Rights Agent").
Recitals
A. Rights Agent has notified the Company that Rights Agent
plans to terminate its corporate trust business and will be
unable to continue to serve as Rights Agent.
B. Pursuant to and in accordance with Section 27 of the
Agreement, the Company and the Rights Agent desire to amend the
Agreement to permit the appointment of a company qualified to act
as a transfer agent under the rules of the New York Stock
Exchange as a successor Rights Agent under the Agreement.
Agreement
The Company and the Rights Agent agree as follows:
1. Amendment of Section 21. Section 21 of the Agreement
is amended to read in its entirety as follows:
Section 21. Change of Rights Agent. The
Rights Agent or any successor Rights Agent may resign
and be discharged from its duties under this Agreement
upon thirty (30) days' notice in writing mailed to the
Company, and to each transfer agent of the Common Stock
and Preferred Stock, by registered or certified mail,
and to the holders, if any, of the Rights Certificates
by first-class mail. The Company may remove the Rights
Agent or any successor Rights Agent upon ten (10) days'
notice in writing, mailed to the Rights Agent or
successor Rights Agent, as the case may be, and to each
transfer agent of the Common Stock and Preferred Stock,
by registered or certified mail, and to the holders of
the Rights Certificates by first-class mail. If the
Rights Agent shall resign or be removed or shall
otherwise become incapable of acting, the Company shall
appoint a successor to the Rights Agent. If the
Company shall fail to make such appointment within a
period of ten (10) days after giving notice of such
removal, or within a period of thirty (30) days after
it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights
Agent or by the holder of a Rights Certificate (who
shall, with such notice, submit his Rights Certificate
for inspection by the Company), as the case may be,
then any registered holder of any Rights Certificate
may apply to any court of competent jurisdiction for
the appointment of a new Rights Agent. Any successor
Rights Agent, whether appointed by the Company or by
such a court, shall be a corporation organized and
doing business under the laws of the United States or
of any state of the United States, which is in good
standing, is authorized under such laws to exercise
transfer agent or corporate trust powers, is subject to
supervision or examination by federal or state
authority and is qualified to act as a Transfer Agent
under the rules of the New York Stock Exchange. After
appointment, the successor Rights Agent shall be vested
with the same powers, rights, duties and
responsibilities as if it had been originally named as
Rights Agent without further act or deed; but the pre-
decessor Rights Agent shall deliver and transfer to the
successor Rights Agent any property at the time held by
it hereunder, and execute and deliver any further
assurance, conveyance, act or deed necessary for the
purpose. Not later than the effective date of any such
appointment, the Company shall file notice thereof in
writing with the predecessor Rights Agent and each
transfer agent of the Common Stock and the Preferred
Stock, and mail a notice thereof in writing to the
registered holders of the Rights Certificates. Failure
to give any notice provided for in this Section 21,
however, or any defect therein, shall not affect the
legality or validity of the resignation or removal of
the Rights Agent or the appointment of the successor
Rights Agent, as the case may be.
2. Effectiveness. This Amendment shall be deemed
effective as of October 20, 1997, as if executed on such date.
Except as amended hereby, the Agreement shall remain in full
force and effect and shall be otherwise unaffected hereby.
3. 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 a 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
Attest: BOATMEN'S TRUST COMPANY
By /s/Judith Kemper By /s/Jerry L. Rector
Name: Judith Kemper Name: Jerry L. Rector
Title: Ass't Secretary Title: Vice President
Exhibit B
[PEOPLES FIRST CORPORATION LETTERHEAD]
NOTICE OF APPOINTMENT OF SUCCESSOR RIGHTS AGENT
October 26, 1997
Dear Shareholder:
This notice is being delivered to all holders of outstanding
shares of the common stock of Peoples First Corporation (the
"Company") in accordance with the Rights Agreement dated as of
January 18, 1995 (the "Rights Agreement") between the Company and
Boatmen's Trust Company, as Rights Agent.
Earlier this year, NationsBank Corporation acquired
Boatmen's Bancshares, Inc., the parent company of Boatmen's
Trust Company. As part of its corporate trust services business,
Boatmen's Trust Company has served as Rights Agent under the
Rights Agreement since January 1995.
NationsBank recently announced plans to discontinue the
corporate trust services business of Boatmen's Trust Company. As
a result of this development, the Company has appointed Registrar
and Transfer Company as successor Right Agent under the Rights
Agreement, effective at the opening of business on Monday,
October 26, 1997. Registrar and Trust Company already serves as
the registrar and transfer agent for the Company's common stock.
In accordance with the Rights Agreement, enclosed with this
notice is a copy of the recent amendment to the Rights Agreement
relating to the appointment of a successor Rights Agent, as well
as a notice setting forth adjustments to the rights issued on
shares of Peoples First Common Stock resulting from 5% stock
dividends in 1995, 1996, and 1997.
Inquiries can be directed to Registrar and Transfer Company,
100 Commerce Drive, Cranford, New Jersey 07016-3572, telephone
(800) 368-5948.
Sincerely,
/s/ Aubrey W. Lippert
Aubrey W. Lippert
Chairman, President and Chief
Executive Officer
