<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Matewan BancShares, Inc.
------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 55-0639363
---------------------------------------- ------------------
(State of Incorporation or organization) (IRS employer
Identification No.)
250 East Second Avenue 25661
---------------------------------------- ----------------
(Address of principal executive offices) (zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
- --------------------- ------------------------------
<S> <C>
None None
- --------------------- ------------------------------
- --------------------- ------------------------------
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
Cumulative Convertible Preferred Stock, Series A, $25.00
Liquidation Preference
----------------------------------------------------------------
(Title of Class)
----------------------------------------------------------------
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
-------------------------------------------------------
This registration statement relates to the registration with the Securities
and Exchange Commission of shares of Cumulative Convertible Preferred Stock,
Series A, $25.00 liquidation preference (the "Preferred Stock"), of Matewan
BancShares, Inc., a Delaware corporation (the "Registrant"). The description of
the Preferred Stock to be registered hereunder set forth under the caption
"Description of Capital Stock," at page 53 of the Registrant's Registration
Statement on Form S-1, filed with the Securities and Exchange Commission on
January 23, 1996, is incorporated herein by reference.
Item 2. Exhibits.
--------
1. Form of Certificate of Designations, Preferences and Rights of
Cumulative Convertible Preferred Stock, Series A of Matewan
BancShares, Inc.
<PAGE>
Pursuant to the requirements of Section 12 of the Securities and Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Matewan BancShares, Inc.
By: /s/ Dan R. Moore
-------------------------------
Dan R. Moore
Chairman of the Board,
President and Chief Executive
Officer
Dated: February 8, 1996
CHASFS3:14738
<PAGE>
Exhibit 1
CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF
CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES A
of
MATEWAN BANCSHARES, INC.
Pursuant to Section 151 of the General Corporation Law
of the State of Delaware
____________________
We, DAN R. MOORE and PAULINE ROBERSON, being the President and Chief
Executive Officer and the Vice President and Secretary, respectively, of Matewan
BancShares, Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"), in accordance with
the provisions of Sections 103 and 151 thereof, DO HEREBY CERTIFY:
That, pursuant to the authority conferred upon the Board of Directors by
the Certificate of Incorporation of the Corporation, the Board of Directors of
the Corporation at a meeting duly called and held on November 14, 1995, and
February 16, 1996, at which a quorum was present and acting throughout, duly
adopted the following resolution creating a series of up to 1,000,000 shares of
Preferred Stock, par value $1.00 per share, designated "Cumulative Convertible
Preferred Stock, Series A":
WHEREAS, the Corporation has authorized 1,000,000 shares of preferred
stock, par value $1.00 per share; and
WHEREAS, the Corporation wishes to issue up to 1,000,000 shares of its
preferred stock to raise capital in connection with the financing of the
Corporation's acquisition of 100% of the outstanding common stock of Bank One,
Pikeville, N.A.; and
WHEREAS, the Certificate of Incorporation of the Corporation authorize and
empower the Board of Directors to establish the particular terms of the
preferred stock.
NOW, THEREFORE, BE IT
RESOLVED, That pursuant to the power and authority granted to and vested in
the Board of Directors of the Corporation by the Certificate of Incorporation of
the Corporation, the Board of Directors hereby creates, authorizes and
establishes a series of its preferred stock to be designated its "Cumulative
Convertible Preferred Stock, Series A" (hereinafter referred to as the "Series A
Preferred Stock") and shall consist of _________ shares, par value $1.00 per
share. The Series A Preferred Stock shall be entitled to, and be subject to,
the preferences, relative,
<PAGE>
participating, optional and other special rights, qualifications, limitations
and restrictions, as follows:
1. Designation and number of shares of series.
------------------------------------------
A series of Preferred Stock comprised of 690,000 shares is created,
established and designated "Cumulative Convertible Preferred Stock, Series A."
2. Dividend rights.
---------------
2.1 The Series A Preferred Stock of the Corporation shall be entitled to
dividends payable at an annual rate of $____ per share and no more. Dividends
will be cumulative from the date of issue and will be payable quarterly on March
15, June 15, September 15 and December 15 of each year commencing the quarter
following the quarter in which such shares are issued. In the case of issuance
of stock on or prior to March __, 1996, such dividends shall be cumulative from
and after March __, 1996, and the initial dividend for the period commencing on
March __, 1996 to and not including June 15, 1996, shall be payable on June 15,
1996. Dividends payable on the Series A Preferred Stock for any period less than
a full dividend period shall be computed on the basis of a 360-day year
consisting of twelve 30-day months. Dividends payable on the Series A Preferred
Stock for each full dividend period shall be computed by dividing the annual
dividend rate by four. Each such dividend will be payable to holders of record
as they appear on the stock register of the Corporation on such record dates,
not more than 60 days nor less than 10 days preceding the payment dates, as
shall be fixed by the Board of Directors.
2.2 In the event that full cumulative dividends on the Series A Preferred
Stock have not been paid when due, the Corporation may not declare or pay any
dividends or make other distributions (other than dividends payable in shares of
the Corporation's common stock, par value $1.00 per share ("Common Stock") or
other capital stock of the Corporation ranking junior to the Series A Preferred
Stock with respect to the payment of dividends and upon liquidation, dissolution
or winding up, or options, warrants or rights to subscribe for or purchase such
shares) on its Common Stock.
2.3 Additionally, the Corporation may not declare or pay dividends on any
other capital stock of the Corporation ranking junior to the Series A Preferred
Stock with respect to the payment of dividends, or purchases, redeem or
otherwise acquire any shares of Series A Preferred Stock (other than with funds
previously deposited in trust for the redemption of shares of Series A Preferred
Stock pursuant to any sinking fund) or any other shares of capital stock of the
Corporation ranking on a parity with or junior to the Series A Preferred Stock
(except by conversion into or exchange for capital stock of the Corporation
ranking junior to
-2-
<PAGE>
the Series A Preferred Stock as to payment of dividends and upon liquidation,
dissolution or winding up).
2.4 If there are any arrearages in dividends for any past quarterly
dividend period on any series of Preferred Stock ranking on a parity with the
Series A Preferred Stock as to dividends, or if dividends shall not have been
paid or declared in full for the current quarterly period on all series of
Preferred Stock ranking on a parity with the Series A Preferred Stock as to
dividends to the extent that dividends on such other series of Preferred Stock
are cumulative, any dividends paid or declared on the Series A Preferred Stock
or on any other series of Preferred Stock ranking on a parity with the Series A
Preferred Stock as to dividends shall be shared ratably by the holders of the
Series A Preferred Stock and the holders of all such other series of Preferred
Stock ranking on a parity with the Series A Preferred Stock as to dividends on
proportion to such respective arrearages and unpaid and undeclared current
quarterly cumulative dividends.
2.5 Subject to the foregoing provisions, such dividends and other
distributions (payable in cash, property or stock junior to the Series A
Preferred Stock) as may be determined by the Board of Directors may be declared
and paid from time to time on the common stock or on any other stock junior to
the Series A Preferred Stock, without any right of participation therein by the
holders of Series A Preferred Stock.
3. Liquidation rights.
-------------------
3.1 In the event of any voluntary or involuntary liquidation, dissolution
or winding up of the Corporation, the holders of shares of the Series A
Preferred Stock will be entitled to receive out of the assets of the Corporation
available for distribution to stockholders, before any distribution is made to
holders of Common Stock or any other class of the Corporation's capital stock
ranking junior to the Series A Preferred Stock or any other class of the
Corporation's capital stock ranking junior to the Series A Preferred Stock as to
liquidation payments, liquidating distributions in an amount per share of the
Series A Preferred Stock, of $25.00, which the Board of Directors hereby
authorizes and empowers the Corporation's president and secretary to determine,
plus accrued but unpaid dividends to but excluding the date of final
distribution. Holders of the shares of the Series A Preferred Stock shall not
be entitled to receive the liquidation price of such shares until the
liquidation preference of any other shares of the Corporation's capital stock
ranking senior to the Series A Preferred Stock with respect to the rights upon
liquidation, dissolution or winding up shall have been paid (or a sum set aside
therefor sufficient to provide for payment) in full.
-3-
<PAGE>
3.2 If upon any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, the assets of the Corporation shall be
insufficient to make such full payments to holders of the Series A Preferred
Stock and any other preferred stock ranking on a parity with the Series A
Preferred Stock with respect to rights upon liquidation, dissolution or winding
up, then such assets shall be distributed pro rata among the holders of the
Series A Preferred Stock or any other such preferred stock.
3.3 After payment of the full amount of the liquidating distribution to
which they are entitled, the holders of the Series A Preferred Stock will not be
entitled to any further participation in any distribution of assets by the
Corporation.
3.4 Neither a consolidation or merger of the Corporation with or into
another corporation nor a merger of another company with or into the Corporation
nor a sale, lease or conveyance of all or any part of the Corporation's property
or business shall be considered a liquidation, dissolution, or winding up of the
Corporation; however, any reorganization of the Corporation required by any
court or administrative body in order to comply with any provision of law shall
be deemed to be a liquidation, dissolution and winding up of the Corporation
unless the preferences, limitations, rights and restrictions granted to or
imposed upon the Series A Preferred Stock are not adversely affected by such
reorganization.
4. Preemptive rights.
-----------------
4.1 The owners and holders of Series A Preferred Stock shall have no
preemptive rights.
5. Redemption.
----------
5.1 The Series A Preferred Stock shall not be subject to call for
mandatory redemption by the Corporation, nor shall any holder thereof have the
right to require redemption of the Series A Preferred Stock.
5.2 The Corporation shall have, subject to any necessary approvals by the
Board of Governors of the Federal Reserve, the right to redeem the Series A
Preferred Stock, at its option, in whole, or in part, for cash on at least 30
but not more than 60 days' notice at any time from time to time on or after 36
months from the date of issuance. With respect to any such redemption, the
Series A Preferred Stock shall be redeemable at the following redemption prices
per share, together in each case with accrued but unpaid dividends to, but
excluding, the date fixed for redemption, if redeemed during the 12-month period
beginning on:
-4-
<PAGE>
<TABLE>
<CAPTION>
Redemption Price Per Share
Year of Convertible Preferred
---- ------------------------
Stock
- -----
<S> <C> <C>
_______, 1999 $
_______, 2000 $
_______, 2001 $
_______, 2002 $
_______, 2003 $
_______, 2004 $
_______, 2005 and thereafter $
</TABLE>
5.3 Notice of any redemption shall be given by first class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the date fixed
for redemption to the holders of record of the shares of Series A Preferred
Stock to be redeemed, at their respective addresses appearing on the books of
the Corporation. Notice so mailed shall be conclusively presumed to have been
duly given whether or not actually received. Such notice shall state: (i) the
date fixed for redemption; (ii) the redemption price; (iii) that the holder has
the right to convert such shares into Common Stock until the close of business
on the redemption date; (iv) the then-effective conversion rate and the place
where certificates for such shares may be surrendered for conversion; (v) if
less than all the shares held by such holder are to be redeemed, the number of
shares to be redeemed from such holder; (vi) the place where certificates for
such shares are to be surrendered for payment of the redemption price; and (vii)
that after such date fixed for redemption the shares to be redeemed shall not
accrue dividends.
At the option of the Corporation, if notice of redemption is mailed as
aforesaid, and if prior to the date fixed for redemption funds sufficient to pay
in full the redemption price are deposited in trust, for the account of the
holders of the shares to be redeemed, with a bank or trust company named in such
notice doing business in the State of West Virginia and having capital surplus
and undivided profits of at least $50 million (which bank or trust company also
may be the transfer agent and/or paying agent for the Series A Preferred Stock)
notwithstanding the fact that any certificate(s) for shares called for
redemption shall not have been surrendered for cancellation, on and after such
date of deposit the shares represented thereby so called for redemption shall be
deemed to be no longer outstanding, and all rights of the holders of such shares
as shareholders of the Corporation shall cease, except the right of the holders
thereof to convert such shares in accordance with the provisions of Paragraph 9
at any time prior to the close of business on the redemption date and the right
of the holders thereof to receive out of the funds so deposited in trust the
redemption price, without interest, upon such surrender of the certificate(s)
representing such shares. Any funds so deposited with such bank or trust
company in respect of shares of Series A
-5-
<PAGE>
Preferred Stock converted before the close of business on the redemption date
shall be returned to the Corporation upon such conversion. Any funds so
deposited with such bank or trust company which shall remain unclaimed by the
holders of shares called for redemption at the end of two years after the
redemption date shall be repaid to the Corporation, on demand, and thereafter
the holder of any such shares shall look only to the Corporation for the
payment, without interest, of the redemption price.
5.4 If full cumulative dividends on the Series A Preferred Stock have not
been paid, the Series A Preferred Stock may not be redeemed in part, and the
Corporation may not purchase or acquire any shares of the Series A Preferred
Stock other than pursuant to a purchase or exchange offer made on the same terms
to all holders of the Series A Preferred Stock.
5.5 If fewer than all the outstanding shares of the Series A Preferred
Stock are to be redeemed, the Corporation will select those to be redeemed by
lot or on a pro rata basis or by any other method deemed by the Corporation to
be equitable (with adjustment to avoid fractional shares).
5.6 Any shares of the Series A Preferred Stock for which a notice of
redemption has been given may be converted into shares of Common Stock at any
time before the close of business on the date fixed for the redemption.
6. Status of Series A Preferred Stock repurchased or declassified.
--------------------------------------------------------------
Shares of Series A Preferred Stock repurchased or declassified as such by
future resolution of the Board of Directors shall be deemed to be authorized but
unissued shares of Preferred Stock undesignated as to series. Shares of Series
A Preferred Stock exchanged for shares of any other class or series shall
thereby be deemed to be cancelled and the number of shares of Preferred Stock
which the Corporation is authorized to issue shall be correspondingly reduced.
7. Restrictions on certain action affecting Series A Preferred Stock.
-----------------------------------------------------------------
7.1 So long as any shares of Series A Preferred Stock remain outstanding,
the Corporation shall not, without the affirmative vote of the holders of at
least a majority of the shares of Series A Preferred Stock outstanding at the
time, given in person or by proxy, at a meeting (voting separately as one
class): (i) authorize, create or issue, or increase the authorized or issued
amount of, any class or series of stock ranking prior to the Series A Preferred
Stock with respect to payment of dividends or the distribution of assets upon
liquidation, dissolution or winding up, (ii) authorize, create or issue, or
increase the
-6-
<PAGE>
authorized or issued amount of, any class or series of stock (including any
class or series of preferred stock) which ranks on a parity with the Series A
Preferred Stock as to dividends upon liquidation, dissolution or winding up
("Parity Stock") unless the Certificate of Incorporation or certificate creating
or authorizing such class or series provide that if in any case the stated
dividends or amounts payable upon liquidation, dissolution or winding up are not
paid in full on the Series A Preferred Stock and all outstanding shares of
Parity Stock, the shares of all Parity Stock shall share ratably in the payment
of dividends, including accumulations (if any) in accordance with the sums which
would be payable on all Parity Stock if all dividends in respect of all shares
of Parity Stock were paid in full, and on any distribution of assets upon
liquidation, dissolution or winding up ratably in accordance with the sums which
would be payable in respect of all shares of Parity Stock if all sums payable
were discharged in full, or (iii) amend, alter or repeal the provisions of the
Certificate of Incorporation, whether by merger, consolidation or otherwise, so
as to materially and adversely affect any right, preference, privilege or voting
power of such shares of Series A Preferred Stock or the holders thereof;
provided, however, that any increase in the amount of the authorized preferred
stock or any outstanding series of preferred stock or any other capital of the
Corporation, or the creation and issuance of other series of preferred stock or
any outstanding series of preferred stock or any other capital of the
Corporation, or the creation and issuance of other series of preferred stock
including Series A Preferred Stock, or of any other capital stock of the
Corporation, in each case ranking on a parity with or junior to the Series A
Preferred Stock with respect to the payment of dividends and the distribution of
assets upon liquidation, dissolution or winding up shall not be deemed to
materially and adversely affect such rights, preferences, privileges or voting
powers.
7.2 The foregoing voting provisions will not apply if, at or prior to the
time when the act with respect to which such vote would otherwise be required
shall be effected, all outstanding shares of Series A Preferred Stock shall have
been redeemed or sufficient funds shall have been deposited in trust to effect
such redemption.
8. Voting Rights. Holders of Series A Preferred Stock will not have any
-------------
voting rights except as set forth in Section 7 or as otherwise from time to time
expressly required by law.
9. Conversion rights.
-----------------
9.1 The holders of Series A Preferred Stock shall be entitled, at any
time, to surrender shares of the Series A Preferred Stock for conversion into
shares of common stock of the Corporation. Subject to the provisions set forth
in this section, each share of Series A Preferred Stock surrendered hereunder
shall
-7-
<PAGE>
be converted, as of the close of business on the date of such surrender, into
______ shares of common stock subject to adjustment as described in Section 9.4
(the "Conversion Rate").
9.2 In order to convert shares of Series A Preferred Stock into common
stock, the holder shall surrender the certificate or certificates therefor, duly
endorsed, at the office of the Transfer Agent for the common stock, and shall
give written notice to the Corporation at said office that he elects to convert
the same or part thereof. The Corporation as soon as practicable thereafter
will issue and deliver at said office to such holder a certificate for the
number of full shares of common stock to which he shall be entitled hereunder;
however, such holder shall be treated for all purposes as the record holder of
such common stock at the time as of which such conversion takes place as
aforesaid.
9.3 No fractional shares of Common Stock or securities representing
fractional shares of Common Stock will be issued upon conversion. Any
fractional interest in a share of Common Stock resulting from conversion will be
paid in cash based on the current market price of Common Stock.
9.4 The Conversion Rate shall be subject to adjustment from time to time
as follows:
(a) In the event the Corporation should at any time or from time to time
fix a record date for the effectuation of a subdivision of the outstanding
shares of common stock or the determination of holders of common stock entitled
to receive a dividend or other distribution payable in additional shares of
common stock (or payable in certain rights or warrants entitling them to
subscribe for common stock) at less than the current market price, then, as of
such record date (or the date of such dividend distribution or subdivision if no
record date is fixed) the Conversion Rate of the Series A Preferred Stock shall
be appropriately increased so that the number of shares of common stock issuable
on conversion of each share of Series A Preferred Stock shall be increased in
proportion to such increase of outstanding shares of common stock.
(b) If the number of shares of common stock outstanding at any time is
decreased by a combination of the outstanding shares of common stock, then,
following the record date of such combination, the conversation Rate for the
Series A Preferred Stock shall be appropriately decreased so that the number of
shares of common stock issuable on conversion of each of Series A Preferred
Stock shall be decreased in proportion to such decrease in outstanding shares of
common stock.
(c) In the event the Corporation shall declare a distribution payable in
the Corporation's capital stock (other
-8-
<PAGE>
than common stock), evidences of indebtedness issued by the Corporation, assets
(excluding cash dividends or distributions from retained earnings) or warrants
or rights not referred to in Section 9.4(a), then, in each such case for the
purpose of this section, the holders of the Series A Preferred Stock shall be
entitled to a proportionate share of any such distribution as though they were
the holders or the number of shares of common stock of the Corporation into
which their shares of Series A Preferred Stock are convertible as of the record
date fixed for the determination of the holders of common stock of the
Corporation entitled to receive such distribution.
9.5 No adjustment in the Conversion Rate will be required unless such
adjustment would require a change of at least $.01 in the Conversion Rate then
in effect; provided, however, that any adjustment that would otherwise be
required to be made shall be carried forward and taken into account in any
subsequent adjustment.
9.6 In the case of any consolidation or merger to which the Corporation is
a party and as a result of which holders of Common Stock shall be entitled to
receive securities, cash or other property with respect to or in exchange for
such Common Stock, or in case of any sale or conveyance to another corporation
of the property of the Corporation as an entirety or substantially as an
entirety, or in case of any reclassification or change in outstanding shares of
Common Stock (other than a change in par value, or from par value to no par
value or from no par value to par value, or as a result of a subdivision or
combination of the Common Stock), there shall be no adjustment of the Conversion
Rate, but the holder of each share of Series A Preferred Stock then outstanding
shall have the right thereafter to convert such share into the kind and amount
of securities, cash or other property which such holder would have owned or have
been entitled to receive immediately after such consolidation or merger, sale or
conveyance or reclassification or change had such share been converted
immediately prior to the effective date of such consolidation or sale or
conveyance or reclassification or change. The adjustments described in this
paragraph shall be subject to further adjustments as appropriate that shall be
as nearly equivalent as may be practicable to the relevant adjustment provided
for in the preceding paragraph and in this paragraph. If, in the case of any
such consolidation, merger, sale or conveyance, the stock or other securities
and property receivable thereupon by a holder of shares of Common Stock includes
shares of stock, securities or other property or assets (including cash) of any
entity other than the successor or acquiring entity, as the case may be, in such
consolidation, merger, sale or conveyance, then the Corporation shall enter into
an agreement with such other entity for the benefit of the holders of Series A
Preferred Stock that shall contain such provisions to protect the interests of
such holders as
-9-
<PAGE>
the Board of Directors shall reasonably consider necessary by reason of the
foregoing.
9.7 The Corporation shall at all times reserve and keep available, out of
its authorized but unissued common stock or out of shares of common stock held
in its Treasury, solely for the purpose of effecting the conversion of the
shares of the Series A Preferred Stock, the full number of shares of common
stock deliverable upon the conversion of all shares of the Series A Preferred
Stock from time to time outstanding. The Corporation shall from time to time,
in accordance with the laws of the States of West Virginia and Delaware,
increase the authorized amount of its common stock if at any time the authorized
number of shares of common stock remaining unissued or available from Treasury
shall not be sufficient to permit the conversion of all of the shares of the
Series A Preferred Stock at the time outstanding.
9.8 The Corporation will pay any and all issue taxes that may be payable
in respect of any issue or delivery of shares of common stock on conversion of
shares of the Series A Preferred Stock pursuant to this Section 9. The
Corporation shall not, however, be required to pay any tax which may be payable
in respect of any transfer involved in the issue and delivery of shares of
common stock in a name other than that in which the shares of the Series A
Preferred Stock so converted were registered, and no such issue or delivery
shall be made unless and until the person requesting such change in registration
has paid to the Corporation the amount of any such tax, or has established to
the satisfaction of the Corporation, that such tax has been paid.
9.9 If any shares of common stock issuable upon conversion of the Series A
Preferred Stock require registration with or approval of any governmental
authority under any federal or state law before such shares may be lawfully
issued upon conversion, then the Corporation shall, in good faith and as
expeditiously as possible, endeavor to obtain such registration or approval, as
the case may be, but shall not be required to issue such shares until the
requisite registration or approval has been obtained.
9.10 The Corporation reserves the right to make any adjustment in the
Conversion Rate in addition to those required in the foregoing provisions as the
Corporation in its discretion shall determine to be advisable in order that
certain stock-related distributions hereafter made by the Corporation to its
stockholders shall not be taxable. Except as stated above, the Conversion Rate
will not be adjusted for the issuance of common stock or any securities
convertible into or exchangeable for common stock or carrying the right to
purchase any of the foregoing.
Upon conversion no adjustments will be made for accrued dividends and,
therefore, shares of the Series A Preferred Stock
-10-
<PAGE>
surrendered for conversion during the period between the close of business on
any dividend payment record date and the opening of business on the
corresponding dividend payment date (except shares called for redemption on a
date during such period) must be accompanied by payment of an amount equal to
the dividend payable on such shares on such dividend payment date.
9.11 In the case of any share of Series A Preferred Stock that is
converted after any record date with respect to the payment of a dividend on the
Series A Preferred Stock and on or prior to the date on which such dividend is
payable by the Corporation (the "Dividend Due Date") the dividend due on such
Dividend Due Date shall be payable on such Dividend Due Date to the holder of
record of such shares as of such preceding record date notwithstanding such
conversion. Shares of Series A Preferred Stock surrendered for conversion
during the period from the close of business on any record date with respect to
the payment of a dividend on the Series A Preferred Stock next preceding any
Dividend Due Date to the opening of business on such Dividend Due Date shall
(except in the case of shares of Series A Preferred Stock which have been called
for redemption on a redemption date within such period) be accompanied by
payment in next-day funds or other funds acceptable to the Corporation of an
amount equal to the dividend payable on such Dividend Due Date on the share of
Series A Preferred Stock being surrendered for conversion. The dividend with
respect to a share of Series A Preferred Stock called for redemption on a
redemption date during the period from the close of business on any record date
with respect to the payment of a dividend on the Series A Preferred Stock next
preceding any dividend Due Date to the opening of business on such Dividend Due
Date shall be payable on such Dividend Due Date to the holder of record of such
share on such dividend record date notwithstanding the conversion of such share
of Series A Preferred Stock after such record date and prior to such Dividend
Due Date, and the holder converting such share of Series A Preferred Stock need
not include a payment of such dividend amount upon surrender of such share of
Series A Preferred Stock for conversion. Except as provided in this paragraph,
no payment or adjustment shall be made upon any conversion on account of any
dividends accrued on shares of Series A Preferred Stock surrendered for
conversion or on any dividends on the shares of Common Stock issued upon
conversion.
10. Miscellaneous
-------------
10.1 The "current market price" of the Corporation's common stock, for
purposes of this Designation, shall mean the average, for the ten trading days
immediately preceding the date as of which "current market price" is to be
determined, of (A) the median of the highest bid price and lowest ask price per
share of the Corporation's common stock as reported by the Nasdaq National
Market System, or any similar system of automated dissemination of quotations of
securities prices then in common use, if so quoted,
-11-
<PAGE>
or (B) if the Corporation's common stock is listed or admitted for trading on
any national securities exchange, the last sale price, or the closing bid price
of no sale occurred, of the Corporation's common stock on the principal
securities exchange on which the Corporation's common stock is listed. If the
Corporation's common stock is quoted on a national securities or central market
system, in lieu of a market or quotation system described above, "current market
price" shall be determined in the manner set forth in clause (A) of the
preceding sentence if bid and asked quotations are reported but actual
transactions are not, and in the manner set forth in clause (B) of the preceding
sentence if actual transactions are reported. If none of the conditions set
forth above is met, the "current market price" shall be the average of actual
sale prices of the Corporation's common stock during the ten business days
immediately preceding the date as of which "current market price" is to be
determined.
10.2 The shares of Series A Preferred Stock shall not have any relative or
special rights and powers other than as set forth in this Designation and in the
Certificate of Incorporation, as amended, of the Corporation.
IN WITNESS WHEREOF, Matewan BancShares, Inc. has caused this certificate to
be executed by its President and Chief Executive Officer and attested by its
Vice President and Secretary this _____ day of __________________, 1996.
MATEWAN BANCSHARES, INC.
By _____________________________
Dan R. Moore
President and Chief Executive
Officer
Attest:
By ___________________________
Pauline Roberson
Vice President and Secretary
ABB0B65A
CHASFS3:20801
-12-
