SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
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
MIDLANTIC CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey 22-2699903
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
Metro Park Plaza,
499 Thornall Street
P.O. Box 600,
Edison, New Jersey 08818
(Address of principal executive offices) (Zip Code)
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Series B Junior Participating Preferred Stock Purchase Rights
(Title of Class)
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On February 23, 1990, the Board of Directors of
Midlantic Corporation (the "Company") declared a dividend
distribution of one Right for each outstanding share of the
Company's common stock, par value $3.00 per share (the "Common
Stock"), to shareholders of record at the close of business on
March 12, 1990 (the "Record Date") and authorized the issuance of
one Right (as may be adjusted pursuant to the Rights Agreement,
as defined below) for each share of Common Stock issued between
the Record Date and the Distribution Date (as defined below) and,
in certain circumstances, after the Distribution Date. After the
Distribution Date, each Right will initially entitle the
registered holder to purchase from the Company a unit consisting
of one one-hundredth of a share (a "Unit") of Series B Junior
Participating Preferred Stock, without par value (the "Preferred
Stock"), at an exercise price of $125 per Unit, subject to
adjustment (the "Exercise Price"). Upon the occurrence of
certain events set forth below, the Rights may become exercisable
for Common Stock and/or other consideration. The description and
terms of the Rights are set forth in a Rights Agreement (the
"Rights Agreement") dated as of February 23, 1990 between the
Company and Midlantic National Bank, as Rights Agent.
Initially, the Rights will be attached to all Common
Stock certificates representing shares then outstanding, and no
separate Rights Certificates will be distributed. Unless the
Rights are earlier redeemed by the Board of Directors as
described below, the Rights will separate from the Common stock
upon the date (the "Distribution Date") which is the earlier to
occur of (i) the 10th business day following a public
announcement that a person or group of affiliated or associated
persons, subject to certain exceptions (an "Acquiring Person")
has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of Common
Stock or voting securities representing 15% or more the total
voting power of the Company (the "Stock Acquisition Date") and
(ii) the 10th business day (or such later date as may be
determined by the Board of Directors) following the commencement
of a tender offer or exchange offer that would result in a person
or group beneficially owning 15% or more of such outstanding
shares of Common Stock or voting securities representing 15% or
more of the total voting power of the Company.
The Rights are not exercisable until the Distribution
Date and will expire at the close of business on March 12, 2000,
unless earlier redeemed by the Company as described below. Until
the Distribution Date, (i) the Rights will be evidenced by the
Common Stock certificates and will be transferred with and only
with such Common Stock certificates, (ii) new Common Stock
certificates issued after February 23, 1990 will contain a
notation incorporating the Rights Agreement by reference and
(iii) the surrender for transfer of any certificates for Common
Stock outstanding will also constitute the transfer of the Rights
associated with the Common Stock represented by such certificate.
Pursuant to the Rights Agreement, the Company reserves the right
to require prior to the occurrence of a Triggering Event (as
defined below) that, upon any exercise of Rights, a number of
Rights be exercised so that only whole shares of Preferred Stock
will be issued.
As soon as practicable after the Distribution Date,
Rights Certificates will be mailed to holders of record of the
Common Stock as of the close of business on the Distribution Date
and, thereafter, the separate Rights Certificates alone will
represent the Rights. Except as otherwise determined by the
Board of Directors or as specified in the Rights Agreement, only
shares of Common Stock issued prior to the Distribution Date will
be issued with Rights.
In the event that a person becomes the beneficial owner
of 15% or more of the then outstanding shares of Common Stock or
voting securities representing 15% or more of the total voting
power of the Company, except pursuant to an offer for all
outstanding shares of Common Stock which the independent
Continuing Directors (as defined below) determine to be fair to
and otherwise in the best interests of the Company and its
shareholders (a "Flip-in Event"), each holder of a Right will
thereafter have the right to receive, upon exercise, Common Stock
(or, in certain circumstances, cash, property or other securities
of the Company) having a value equal to two times the Exercise
Price of the Right. However, Rights are not exercisable
following the occurrence of a Flip-in Event until such time as
the Rights are no longer redeemable by the Company as set forth
below. In addition, the Board has the option of exchanging all
or part of the Rights (other than Rights held by an Acquiring
Person) for Common Stock (and/or other equity securities deemed
to have the same value as one share of Common Stock) at an
exchange ratio of one share of Common Stock (or common stock
equivalent) for each Right, subject to adjustment.
Notwithstanding any of the foregoing, following the occurrence of
a Flip-in Event, all Rights that are, or (under certain
circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person and certain
transferees will be null and void.
In the event that, at any time following the Stock
Acquisition Date (i) the Company is acquired in a merger or other
business combination transaction in which the Company is not the
surviving corporation (other than a merger which follows an offer
described in the immediately preceding paragraph), or (ii) more
than 50% of the Company's assets, cash flow or earning power is
sold or transferred, each holder of a Right (except Rights which
previously have been voided as set forth above) shall thereafter
have the right to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the Exercise
Price of the Right. The events set forth in this paragraph and
in the immediately preceding paragraph are referred to as the
"Triggering Events."
The Exercise Price payable and the number of Units 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 Stock, (ii) if
holders of the Preferred Stock are granted certain rights or
warrants to subscribe for Preferred Stock or convertible
securities at less than the current market price of the Preferred
Stock, or (iii) upon the distribution to holders of the Preferred
Stock of evidences of indebtedness or assets (excluding regular
quarterly cash dividends) or of subscription rights or warrants
(other than those referred to above).
With certain exceptions, no adjustment in the Exercise
Price will be required until cumulative adjustments amount to at
least 1% of the Exercise Price. No fractional Units will be
issued and, in lieu thereof, an adjustment in cash will be made
based on the market price of the Preferred Stock on the last
trading date prior to the date of exercise.
In general, the Company may redeem the Rights in whole,
but not in part, at a price (the "Redemption Price") of $.01 per
Right (payable in cash, Common Stock, or other consideration
deemed appropriate by the Board of Directors) at any time until
ten business days following the Stock Acquisition Date. In
certain events, redemption of the Rights requires the concurrence
of a majority of the Continuing Directors. Immediately upon the
action of the Board of Directors ordering redemption of the
Rights, the Rights will terminate and the only right of the
holders of Rights will be to receive the $.01 Redemption Price.
The term "Continuing Director" means any member of the
Board of Directors of the Company who was a member of the Board
prior to the date of the Rights Agreement, and any person who is
subsequently elected to the Board if such person is recommended
or approved by a majority of the Continuing Directors, but shall
not include an Acquiring Person or an affiliate or associate of
an Acquiring Person or any representative or nominee of the
foregoing persons.
Until a Right is exercised, the holder thereof, as
such, will have no rights as a shareholder of the Company,
including, without limitation, the right to vote or to receive
dividends. While the distribution of the Rights will not be
taxable to shareholders or to the Company, shareholders may,
depending upon the circumstances, recognize taxable income in the
event that the Rights become exercisable for Common Stock (or
other consideration) of the Company or for common stock of the
acquiring company as set forth above.
Other than those provisions relating to the principal
economic terms of the Rights, any of the provisions of the Rights
Agreement may be amended by the Board of Directors of the Company
prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board in
order to cure any ambiguity, to make changes which do not
adversely affect the interests of holders of Rights, or to
shorten or lengthen any time period under the Rights Agreement;
provided, however, that no amendment to adjust the time period
governing redemption shall be made at such time as the Rights are
not redeemable. In certain circumstances, amendment of the
Rights Agreement requires the concurrence of a majority of the
Continuing Directors.
Each share of Common Stock of the Company outstanding
as of the close of business on March 12, 1990 will receive one
Right. So long as the Rights are attached to the Common Stock,
one additional Right (as such number may be adjusted pursuant to
the provisions of the Rights Agreement) shall be deemed to be
delivered for each share of Common Stock issued (originally or
from the Company's treasury) by the Company in the future. In
addition, following the Distribution Date and prior to the
expiration or redemption of the Rights, the Company may issue
Rights when it issues Common Stock only if the Board of Directors
deems it to be necessary or appropriate, or in connection with
the issuance of shares of Common Stock pursuant to the exercise
of stock options or under employee benefit plans or upon the
exercise, conversion or exchange of certain securities of the
Company.
The Rights have certain anti-takeover effects. The
Rights will cause substantial dilution to a person or group that
attempts to acquire the Company in a manner which causes a
Triggering Event to occur unless the offer is conditioned on a
substantial number of Rights being acquired. The Rights,
however, should not effect any prospective offeror willing to
make an offer for all outstanding shares of Common Stock at a
fair price and otherwise in the best interests of the Company and
its shareholders as determined by the Board of Directors or
affect any prospective offeror willing to negotiate with the
Board of Directors. The Rights should not interfere with any
merger or other business combination approved by the Board of
Directors since the Board of Directors may, at its option, at any
time until ten business days following the Stock Acquisition
Date, redeem all but not less than all of the then outstanding
Rights at the Redemption Price. In this regard, on July 10,
1995, the Company, PNC Bank Corp. ("PNC") and PNC Bancorp, Inc.
("PNC Sub") executed an Agreement and Plan of Merger (the "Merger
Agreement") and an Agreement and Plan of Reorganization (the
"Reorganization Agreement), providing for, among other things,
the merger of the Company with and into PNC Sub. In connection
with the execution of such agreements, the Company executed an
amendment (the "Amendment") to the Rights Agreement in order to
(x) amend the definition of "Acquiring Person" set forth in the
Rights Agreement to provide that neither PNC nor any of its
subsidiaries will be deemed to be an Acquiring Person by virtue
of the fact that PNC is the Beneficial Owner (as defined in the
Rights Agreement) solely of Common Stock (i) of which PNC or such
subsidiary was the Beneficial Owner on July 10, 1995, together
with up to 1% more of the Common Stock of acquired after July 10,
1995 by PNC's Affiliates and Associates (as such terms are
defined in the Rights Agreement), (ii) acquired or acquirable
pursuant to the grant or exercise of the option granted pursuant
to the Stock Option Agreement, dated as of July 10, 1995, between
PNC and the Company, (iii) held directly or indirectly in trust
accounts, managed accounts and the like or otherwise held in a
fiduciary capacity for third parties and (iv) held in respect of
a debt previously contracted.
The Rights Agreement between the Company and the Rights
Agent specifying the terms of the Rights was attached as an
exhibit to the Company's Form 8-A filed with the Securities and
Exchange Commission on February 27, 1990 and is incorporated
herein by reference. The Amendment is attached hereto as Exhibit
3 and is incorporated herein by reference. The foregoing
descriptions of the Rights, the Rights Agreement and the
Amendment do not purport to be complete and are qualified in
their entirety by reference to such exhibits.
ITEM 2. EXHIBITS.
1. Specimen of stock certificate for Midlantic Corporation
Common Stock containing legend regarding the Series B
Junior Participating Preferred Stock Purchase Right.
2. Rights Agreement, dated as of February 23, 1990, between
Midlantic Corporation and Midlantic National Bank
(including as Exhibit A thereto Midlantic Corporation's
Certificate of Amendment of Certificate of
Incorporation covering its Series B Participating
Preferred Stock and including as Exhibit B thereto the
form of Rights Certificate).
3. Amendment, dated as of July 10, 1995, to the Rights
Agreement, dated as of February 23, 1990, by and
between Midlantic Corporation and Midlantic National Bank,
as Rights Agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this amendment to the registration statement to be signed on its
behalf by the undersigned hereunto duly authorized.
MIDLANTIC CORPORATION
By: /s/ Joseph H. Kott
__________________________
Joseph H. Kott
Executive Vice President
and General Counsel
Dated: July 20, 1995
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE
1. Specimen of stock certificate for Midlantic Corporation
Common Stock containing legend regarding the Series B
Junior Participating Preferred Stock Purchase Right.
2. Rights Agreement, dated as of February 23, 1990, between
Midlantic Corporation and Midlantic National Bank
(including as Exhibit A thereto Midlantic Corporation's
Certificate of Amendment of Certificate of
Incorporation covering its Series E Participating
Preferred Stock and including as Exhibit B thereto the
form of Rights Certificate).
3. Amendment, dated as of July 10, 1995, to the Rights
Agreement, dated as of February 23, 1990, by and
between Midlantic Corporation and Midlantic National Bank,
as Rights Agent.
AMENDMENT TO RIGHTS AGREEMENT
Amendment, dated as July 10, 1995, to the
Rights Agreement (the "Amendment"), dated as of February
23, 1990 (the "Rights Agreement"), between Midlantic
Corporation, a New Jersey corporation (the "Company"),
and Midlantic National Bank, a national banking
association (the "Rights Agent").
WITNESSETH
WHEREAS, no Distribution Date (as defined in
Section 3(a) of the Rights Agreement) has occurred as of
the date of this Amendment; and
WHEREAS, the Board of Directors of the Company
has approved and adopted this Amendment and directed that
the proper officers take all appropriate steps to execute
and put into effect this Amendment.
NOW, THEREFORE, the parties hereby agree as
follows:
1. Section 1(a) of the Rights Agreement is
hereby amended by inserting the following phrase after
the last word and before the period at the end of the
definition of "Acquiring Person":
"; provided, however, that neither
PNC Bank Corp., a Pennsylvania
corporation ("Parent"), nor any
Subsidiary of Parent shall be deemed
to be an Acquiring Person by virtue
of the fact that Parent is the
Beneficial Owner solely of Common
Stock or Voting Securities (i) of
which Parent or such subsidiary was
the Beneficial Owner on July 10,
1995, together with up to 1% more of
the Common Stock or Voting Securities
acquired after July 10, 1995 by
Parent's Affiliates and Associates,
(ii) acquired or acquirable pursuant
to the grant or exercise of the
option granted pursuant to the Stock
Option Agreement, dated as of July
10, 1995, between Parent and the
Company, (iii) held directly or
indirectly in trust accounts, managed
accounts and the like or otherwise
hold in a fiduciary capacity for
third parties and (iv) held in
respect of a debt previously
contracted."
2. This Amendment shall be effective immediately
upon its execution and the Rights Agreement shall
continue in full force and effect as amended hereby.
3. Capitalized terms used in this Amendment and
not defined herein shall have the meanings assigned
thereto in the Rights Agreement.
4. This Amendment may be executed in counterparts.
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed and their respective
corporate seals to be hereunto affixed and attested, all
as of the day and year first above written.
MIDLANTIC CORPORATION
ATTEST:
By:/s/ Garry J. Scheuring
By John M. Sperger ________________________
__________________ Name: Garry J. Scheuring
Secretary Title: Chairman, President and
Chief Executive Officer
MIDLANTIC NATIONAL BANK
ATTEST:
By: /s/ Garry J. Scheuring
By John M. Sperger ____________________________
__________________ Name: Garry J. Scheuring
Secretary Title: Chairman, President and
Chief Executive Officer
