SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO
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
VIRGINIA FIRST FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Virginia 54-1678497
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
Franklin and Adams Street
Richmond, Virginia 23804-2009
(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the registration of a If this form relates to the registration of a
class of debt securities and is effective upon class of debt securities and is to become
filing pursuant to General Instruction A(c)(1) effective simultaneously with the effectiveness
please check the following box. [ ] of a concurrent registration statement under
the Securities Act of 1933 pursuant to
General Instruction A(c)(2) please check the
following box [ ]
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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
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none not applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Virginia First Financial Corporation, a Virginia corporation, hereby
amends in its entirety the following items of its registration statement on Form
8-A dated April 19, 1996 and filed with the Securities and Exchange Commission
on April 30, 1996.
Item 1. Description of Registrant's Securities to be Registered.
On April 16, 1996, the Board of Directors of Virginia First Financial
Corporation (the "Company") declared a dividend of one preferred share purchase
right (a "Right") for each outstanding share of Common Stock, par value $1.00
per share (the "Common Shares"), of the Company. The dividend was payable on
April 26, 1996 (the "Record Date") to the shareholders of record on that date.
Each Right entitles the registered holder to purchase from the Company one
one-hundredth of a share of Series A Junior Participating Preferred Stock, par
value $1.00 per share (the "Preferred Shares"), of the Company at a price of $45
per one one-hundredth of a Preferred Share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and First Union National
Bank of North Carolina, as Rights Agent (the "Rights Agent"). Unless otherwise
defined herein, capitalized terms shall have the same meaning as those terms are
given in the Rights Agreement.
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons have
acquired beneficial ownership of 10% or more of the outstanding Common Shares
(an "Acquiring Person") or (ii) 10 business days (or such later date as may be
determined by action of the Board of Directors prior to such time as any person
or group of affiliated or associated persons becomes an Acquiring Person)
following the commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 10% or more of the outstanding Common Shares
(the earlier of such dates being called the "Distribution Date"), the Rights
will be evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share certificate with a copy
of this Summary of Rights attached thereto. As defined in the Rights Agreement,
an "Acquiring Person" does not include any person who is the beneficial owner of
more than 10% of the outstanding Common Shares on the date of the Rights
Agreement and who individually or as part of a group prior to the date of the
Rights Agreement had filed a report showing such level of ownership with respect
to the Common Shares pursuant to Section 13(d) of the Securities Exchange Act of
1934, as amended.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferred
with and only with the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share certificates issued
after the Record Date upon transfer or new issuance of Common Shares will
contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Shares outstanding as of
the Record Date, even without such notation or a copy of this Summary of Rights
being attached thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of record of the
Common Shares as of the close of business on the Distribution Date and such
separate Right Certificates alone will evidence the Rights.
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The Rights are not exercisable until the Distribution Date. The Rights
will expire on April 19, 2006 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.
The Purchase Price payable, and the number of Preferred Shares 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
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares at a price, or
securities convertible into Preferred Shares with a conversion price, less than
the then-current market price of the Preferred Shares or (iii) upon the
distribution to holders of the Preferred Shares of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one one-hundredths
of a Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1 per share but will be entitled to an aggregate
dividend of 100 times the dividend declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares will be entitled to a minimum
preferential liquidation payment of $100 per share but will be entitled to an
aggregate payment of 100 times the payment made per Common Share. Each Preferred
Share will have 100 votes, voting together with the Common Shares. Finally, in
the event of any merger, consolidation or other transaction in which Common
Shares are exchanged, each Preferred Share will be entitled to receive 100 times
the amount received per Common Share. These rights are protected by customary
antidilution provisions.
Because of the nature of the Preferred Shares' dividend, liquidation
and voting rights, the value of the one one-hundredth interest in a Preferred
Share purchasable upon exercise of each Right should approximate the value of
one Common Share.
In the event that the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold after a person or group has become an Acquiring Person (a
"Section 13 Event"), proper provision shall be made so that each holder of a
Right will thereafter have the right to receive, upon the exercise thereof at
the then current exercise price of the Right, that number of shares of common
stock of the acquiring company which at the time of such transaction will have a
market value of two times the exercise price of the Right. In the event that any
person or group of affiliated or associated persons becomes an Acquiring Person
(a Section "11(a)(ii) Event"), proper provision shall be made so that each
holder of a Right, other than Rights beneficially owned by the Acquiring Person
(which will thereafter be void), will thereafter have the right to receive, upon
the exercise thereof at the current exercise price of the Right, that number of
Common Shares having a market value of two times the exercise price of the
Right.
At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding Common Shares (a "Section 24(a) Event"), the Board of Directors of
the Company may exchange the Rights (other than Rights owned by such person or
group which will have become void), in whole or in part, at an exchange ratio of
one Common Share, or one one-hundredth of a Preferred Share (or of a share of a
class or series of
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the Company's Preferred Stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of the Company, be evidenced by depository
receipts), and in lieu thereof an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.
At any time prior to the acquisition by a person or group of affiliated
or associated persons of beneficial ownership of 10% or more of the outstanding
Common Shares, the Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the "Redemption Price").
The redemption of the Rights may be made effective at such time on such basis
with such conditions as the Board of Directors in its sole discretion may
establish. Immediately upon any redemption of the Rights, the right to exercise
the Rights will terminate, and the only right of the holders of Rights will be
to receive the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, except that from and
after such time as any person or group of affiliated or associated persons
becomes an Acquiring Person no such amendment may adversely affect the interests
of the holders of the Rights.
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.
On May 6, 1997, the Company, Southern National Corporation, the name of
which is to be changed to BB&T Corporation, a North Carolina corporation
("SNC"), and BB&T Financial Corporation of Virginia, a Virginia corporation and
wholly-owned subsidiary of SNC ("BB&T"), entered into an Agreement and Plan of
Reorganization and a related Plan of Merger (the "Reorganization Agreement"),
pursuant to which the Company will be merged with and into BB&T, with BB&T as
the surviving corporate entity. Also on May 6, 1997, the Company and SNC entered
into a Stock Option Agreement (the "Stock Option Agreement" and, collectively
with the Reorganization Agreement, the "Merger Agreements"), pursuant to which
the Company granted to SNC an option to purchase up to 19.9% of the outstanding
Common Shares under certain circumstances.
To facilitate the transactions contemplated by the Merger Agreements,
the Company and the Rights Agent entered into a First Amendment to the Rights
Agreement, dated as of May 4, 1997 (the "First Amendment"). Among other things,
the First Amendment provides that neither SNC nor any Subsidiary, Affiliate or
Associate of SNC will become an Acquiring Person and that no Shares Acquisition
Date, Distribution Date, Section 11(a)(ii) Event, Section 13 Event or Section
24(a) Event will occur as a result of the approval, execution or delivery of the
Merger Agreements or the consummation of the transactions contemplated by the
Merger Agreements, including the merger. A copy of the First Amendment is filed
as an exhibit hereto and is incorporated herein by reference.
The foregoing descriptions of the Rights do not purport to be complete
and are qualified in their entirety by reference to the Exhibits hereto.
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Item 2. Exhibits.
4.1 Amended and Restated Articles of Incorporation of the Company,
attached as Exhibit 3.1 to the Registration Statement on Form
S-4, Registration No. 33-67746, filed with the Securities and
Exchange Commission on August 20, 1993 (the "Registration
Statement"), incorporated herein by reference.
4.2 Articles of Amendment of the Articles of Incorporation of the
Company effective November 6, 1995.*
4.3 Articles of Amendment to the Articles of Restatement Amending
and Restating the Articles of Incorporation of the Company
dated April 16, 1996.*
4.4 Bylaws of the Company, attached as Exhibit 3.2 to the
Registration Statement, incorporated herein by reference.
4.5 Rights Agreement between the Company and First Union National
Bank of North Carolina, dated as of April 19, 1996.*
4.6 First Amendment to the Rights Agreement between the Company
and First Union National Bank of North Carolina, dated as of
May 4, 1997.
99.1 Press Release issued by the Company on April 17, 1996.*
99.2. Form of Shareholder Letter to be mailed by the Company on or
about April 29, 1996.*
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*Previously filed.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
VIRGINIA FIRST FINANCIAL CORPORATION
(Registrant)
Date: May 9, 1997 By: /s/ Charles A. Patton
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Charles A. Patton
President and Chief Executive Officer
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EXHIBIT INDEX
4.1 Amended and Restated Articles of Incorporation of Virginia
First Financial Corporation (the "Company"), attached as
Exhibit 3.1 to the Registration Statement on Form S-4,
Registration No. 33-67746, filed with the Securities and
Exchange Commission on August 20, 1993 (the "Registration
Statement"), incorporated herein by reference.
4.2 Articles of Amendment of the Articles of Incorporation of
the Company effective November 6, 1995.*
4.3 Articles of Amendment to the Articles of Restatement Amending
and Restating the Articles of Incorporation of the Company
dated April 16, 1996.*
4.4 Bylaws of the Company, attached as Exhibit 3.2 to the
Registration Statement, incorporated herein by reference.
4.5 Rights Agreement between the Company and First Union National
Bank of North Carolina, dated as of April 19, 1996.*
4.6 First Amendment to the Rights Agreement between the Company
and First Union National Bank of North Carolina, dated as of
May 4, 1997.
99.1 Press Release issued by the Company on April 17, 1996.*
99.2. Form of Shareholder Letter to be mailed by the Company on or
about April 29, 1996.*
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*Previously filed.
Exhibit 4.6
FIRST AMENDMENT TO THE RIGHTS AGREEMENT
THIS FIRST AMENDMENT, dated as of May 4, 1997 (the "First Amendment")
to the Rights Agreement, dated as of April 19, 1996, (the "Rights Agreement"),
is made between Virginia First Financial Corporation, a Virginia corporation
(the "Company"), and First Union National Bank of North Carolina (the "Rights
Agent").
The Company and the Rights Agent desire to amend the Rights Agreement
pursuant to and in accordance with Section 27 thereof, as set forth herein.
Accordingly, the parties hereto agree as follows:
1. Section 1(a) of the Rights Agreement is amended to add the
following sentence at the end of such Section:
Notwithstanding anything in this Rights Agreement to the
contrary, neither SNC nor any Subsidiary, Affiliate or
Associate of SNC shall be deemed to be an Acquiring Person by
virtue of the approval, execution or delivery of the Merger
Agreement or the SNC Option Agreement (as defined in the
Merger Agreement), or by the consummation of the Merger (as
defined in the Merger Agreement) pursuant to the Merger
Agreement; or the acquisition of Common Shares by SNC or any
Subsidiary of SNC pursuant to the SNC Option Agreement;
provided, however, that in the event SNC or any Subsidiary,
Affiliate or Associate of SNC becomes the Beneficial Owner of
10% or more of the Common Shares other than pursuant to the
Merger Agreement or the SNC Option Agreement, the provisions
of this sentence (other than this proviso) shall not be
applicable.
2. The following Section 1(h.l) is added to the Rights Agreement
between Sections 1(h) and 1(i) of such Agreement:
(h.l) "Merger Agreement" shall mean the Agreement
and Plan of Reorganization dated as of May 6, 1997, by and
among the Company and SNC, as amended from time to time.
3. Section 1(l) of the Rights Agreement is amended to add the
following sentence to the end of such Section:
Notwithstanding anything in this Rights Agreement to the
contrary, neither (i) the approval, execution or delivery of
the SNC Option Agreement (as defined in the Merger Agreement)
or the Merger Agreement nor (ii) the consummation of the
Merger (as defined in the Merger Agreement) pursuant to the
Merger Agreement or the acquisition of Common Shares by SNC or
any Subsidiary of SNC pursuant to the SNC Option Agreement
shall be deemed to cause a Shares Acquisition Date to occur;
provided,
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however, that in the event SNC or any Subsidiary, Affiliate
or Associate of SNC becomes the Beneficial Owner of 10% or
more of the Common Shares other than pursuant to the Merger
Agreement or the SNC Option Agreement, the provisions of
this sentence (other than this proviso) shall not be
applicable.
4. The following Section 1(l.1) is added to the Rights Agreement
between Section 1(1) and 1(m) of such Agreement:
(1.1) ["SNC"] shall mean Southern National Corporation, a
North Carolina corporation.
5. Section 3(a) of the Rights Agreement is amended to add the
following proviso at the end of the first sentence of such Section:
; provided, however, that notwithstanding anything in this
Rights Agreement to the contrary, neither (i) the approval,
execution or delivery of the SNC Option Agreement (as defined
in the Merger Agreement) or the Merger Agreement nor (ii) the
consummation of the Merger (as defined in the Merger
Agreement) pursuant to the Merger Agreement or the acquisition
of Common Shares by SNC or any Subsidiary of SNC pursuant to
the SNC Option Agreement shall be deemed to cause a
Distribution Date to occur; provided, however, that in the
event SNC or any Subsidiary, Affiliate or Associate of SNC
becomes the Beneficial Owner of 10% or more of the Common
Shares other than pursuant to the Merger Agreement or the SNC
Option Agreement, the provisions of the foregoing proviso to
this sentence (other than this second proviso) shall not be
applicable.
6. Section 11(a)(ii) of the Rights Agreement is amended to add
the following sentence at the end of the first paragraph of such Section:
Notwithstanding anything in this Rights Agreement to the
contrary, the provisions of this Section 11(a)(ii) (other than
the proviso contained in this sentence) shall not apply to (i)
the approval, execution or delivery of the SNC Option
Agreement (as defined in the Merger Agreement) or of the
Merger Agreement or (ii) the consummation of the Merger (as
defined in the Merger Agreement) pursuant to the Merger
Agreement or the acquisition of Common Shares by SNC or any
Subsidiary of SNC pursuant to the SNC Option Agreement;
provided, however, that in the event SNC or any Subsidiary,
Affiliate or Associate of SNC becomes the Beneficial Owner of
10% or more of the Common Shares other than pursuant to the
Merger Agreement or the SNC Option Agreement, the provisions
of this Section 11(a)(ii) shall be applicable.
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7. Section 13 of the Rights Agreement is amended to add the
following sentence at the end of such Section:
Notwithstanding anything in this Rights Agreement to the
contrary, this Section 13 (other than the proviso contained in
this sentence) shall not apply to (i) the approval, execution
or delivery of the SNC Option Agreement (as defined in the
Merger Agreement) or the Merger Agreement, or (ii) the
consummation of the Merger (as defined in the Merger
Agreement) pursuant to the Merger Agreement or the acquisition
of Common Shares by SNC or any Subsidiary of SNC pursuant to
the SNC Option Agreement; provided, however, that in the event
any transaction described in the first sentence of this
Section 13 shall occur between the Company and SNC or any
Subsidiary, Affiliate or Associate of SNC other than pursuant
to the SNC Option Agreement or the Merger Agreement, the
provisions of this Section 13 shall apply to such transaction.
8. Section 24(a) of the Rights Agreement is amended to add the
following sentence at the end of such Section:
Notwithstanding anything in this Rights Agreement to the
contrary, the provisions of this Section 24(a) (other than the
proviso contained in this sentence) shall not apply to (i) the
approval, execution or delivery of the SNC Option Agreement
(as defined in the Merger Agreement) or the Merger Agreement
or (ii) the consummation of the Merger (as defined in the
Merger Agreement) pursuant to the Merger Agreement or the
acquisition of Common Shares by SNC or any Subsidiary of SNC
pursuant to the SNC Option Agreement; provided, however, that
in the event SNC or any Subsidiary, Affiliate or Associate of
SNC becomes the Beneficial Owner of 10% or more of the Common
Shares other than pursuant to the Merger Agreement or the SNC
Option Agreement, the provisions of this Section 24(a) shall
be applicable.
9. This First Amendment to the Rights Agreement shall be deemed
to be in full force and effective prior to the execution and delivery of the
Merger Agreement and the SNC Option Agreement. Except as amended hereby, the
Rights Agreement shall remain in full force and effect and shall be otherwise
unaffected hereby.
10. Unless otherwise defined herein, all defined terms used herein
shall have the same meanings given to them in the Rights Agreement.
11. This First Amendment to the Rights Agreement shall be governed
by and construed in accordance with the laws of the Commonwealth of Virginia.
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12. This First Amendment to the Rights Agreement may be executed
in any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute one and the same instrument.
13. In all respects not inconsistent with the terms and provisions
of this First Amendment to the Rights Agreement, the Rights Agreement is hereby
ratified, adopted, approved and confirmed. In executing and delivering this
First Amendment to the Rights Agreement, the Rights Agent shall be entitled to
all the privileges and immunities afforded to the Rights Agent under the terms
and conditions of the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to the Rights Agreement to be duly executed and attested, all as of the day and
year first above written.
Attest:
VIRGINIA FIRST FINANCIAL
CORPORATION
By: ________________________ By: __________________________
Title: ________________________ Title: _________________________
Attest: FIRST UNION NATIONAL BANK
OF NORTH CAROLINA
By: ________________________ By: __________________________
Title: ________________________ Title: _________________________
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