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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SOUTHTRUST CORPORATION
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(Exact name of Registrant as Specified in its Charter)
Delaware 63-0574085
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(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
420 North 20th Street, Birmingham, Alabama 35203
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: N/A (if applicable).
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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Preferred Stock Purchase The Nasdaq Stock Market
Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Explanatory Note:
This Amendment No. 1 amends the Registrant's registration statement on
Form 8-A, filed on January 22, 1999, in connection with the Registrant's
listing of the Preferred Stock Purchase Rights on the Nasdaq National Market.
This Amendment No. 1 is being filed to amend and restate Item 1 to this
Registration Statement and to include as an exhibit to this Registration
Statement the Amended and Restated Rights Agreement dated as of August 1, 2000,
which names American Stock Transfer & Trust Company as Rights Agent, replacing
ChaseMellon Shareholder Services, L.L.C. ("ChaseMellon")
Item 1. Description of Securities to be Registered.
On December 16, 1998, the Board of Directors of SouthTrust Corporation
(the "Company") declared a dividend distribution of one Right for each
outstanding share of Common Stock of the Company to stockholders of record at
the close of business on February 22, 1999. Each Right will, when exercisable,
entitle the registered holder to purchase from the Company a unit consisting of
one one-hundredth of a share (a "Unit") of Series 1999 Junior Participating
Preferred Stock, par value $1.00 per share (the "Preferred Stock"), at a
purchase price of $150.00 per Unit, subject to adjustment (the "Purchase
Price"). The terms of the Preferred Stock are such that one Unit is essentially
equivalent to one share of Common Stock. Preferred Stock, rather than Common
Stock, is used to implement the plan in order to avoid having to reserve a large
amount of Common Stock for the Rights. Upon certain events described below, the
Rights entitle the holder to receive Common Stock of the Company or securities
of an acquiring company.
The Company entered into a Rights Agreement (the "Original Rights
Agreement"), dated as of January 12, 1999 and effective at the close of business
on February 22, 1999, with ChaseMellon, pursuant to which, among other things,
the Company appointed ChaseMellon as the Rights Agent, as such term is defined
in the Original Rights Agreement. Effective August 1, 2000, the Company, with
the consent of ChaseMellon, removed ChaseMellon as Rights Agent and appointed
American Stock Transfer & Trust Company as successor Rights Agent. In connection
with this appointment, the Company amended and restated the Original Rights
Agreement effective August 1, 2000.
The description and terms of the Rights are set forth in the Amended
and Restated Rights Agreement (the "Rights Agreement"), dated as of August 1,
2000, by and between the Company and American Stock Transfer & Trust Company as
Rights Agent (the "Rights Agent").
Until the Distribution Date (defined below):
(i) the Rights will be evidenced by the Common Stock certificates
and will be transferred with and only with the Common Stock
certificates and no separate Rights Certificates will be
distributed,
(ii) new Common Stock certificates issued after close of business
on February 22, 1999 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.
The Rights will not be exercisable until the Distribution Date and will expire
at the close of business on February 22, 2009, unless earlier redeemed by the
Company as described below (the "Expiration Date").
Unless previously redeemed, the Rights will separate from the Common
Stock and a Distribution Date will occur upon the earlier to occur of:
(i) The tenth day after a public announcement that a person (an
"Acquiring Person") or any associate or affiliate of an
Acquiring Person has acquired, or obtained the right to
acquire, beneficial ownership of 15% or more of the
outstanding shares of Common Stock,
(ii) The tenth business day after the commencement of, or public
announcement of an intention to commence, a tender offer or
exchange offer that would result in a person or group
beneficially owning 15% or more of the outstanding shares of
Common Stock, or
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(iii) The tenth day after the Board of Directors of the Company
declares any person to be an Adverse Person, upon a
determination by the Board of Directors that such person,
alone or together with its affiliates and associates, has
become the beneficial owner of an amount of Common Stock which
is substantial (which amount shall in no event be less than
10% of the shares of Common Stock then outstanding) and that
(a) such person's ownership is intended to cause the Company
to repurchase the Common Stock owned by such person or to take
other action to provide such person with short-term financial
gain where the best long-term interests of the Company and its
stockholders would not be served by taking such action at that
time or (b) such person's ownership may cause a material
adverse impact (including by jeopardizing the Company's
authorizations from, or relationships with, federal or state
regulators, or impairment of the Company's relationships with
customers or its ability to maintain its financial or
competitive position) on the business or prospects of the
Company to the detriment of the Company's stockholders.
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 (other than any Acquiring Person or any
associate or affiliate of any Acquiring Person) and, thereafter, the separate
Rights Certificates alone will represent the Rights. Except as otherwise
determined by the Board of Directors, only shares of Common Stock issued prior
to the earlier of the Distribution Date or the Expiration Date will be issued
with Rights.
Subject to the right of the Board of Directors to redeem or exchange
the Rights (as described more fully below), in the event that
(i) the Board of Directors determines that a 10% or more
stockholder is an Adverse Person, or
(ii) a person becomes an Acquiring Person (except pursuant to an
offer for all outstanding shares of Common Stock which the
independent directors determine to be fair to and otherwise in
the best interests of the Company and its stockholders -- a
"Fair Offer"),
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 or a reduction in the Purchase Price) having a market value of
twice the Purchase Price of the Right. In other words, the Rights holders other
than the Acquiring Person may purchase shares of Common Stock at a 50% discount.
The Stock Acquisition Date is the date of public announcement that an
Acquiring Person, or any associate or affiliate of an Acquiring Person, has
acquired or obtained the right to acquire beneficial ownership of 15% or more of
the outstanding shares of Common Stock. 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 or in which the Company's Common Stock
is changed into or exchanged for stock or other securities of
any other person, cash or any other property (other than a
merger which follows, and is at the same price as, a Fair
Offer), or
(ii) 50% or more of the Company's assets or earning power of the
Company and its subsidiaries taken as a whole 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. In other words, the Rights holders may purchase the
acquiring company's stock at a 50% discount.
In general, the Company may redeem the Rights in whole, but not in
part, at any time until ten days following the Stock Acquisition Date (unless
the ten-day period is extended pursuant to the amendment provisions discussed
below), at a price of $0.01 per Right (payable in cash, Common Stock, or other
consideration deemed appropriate by the Board of Directors). The Company may not
redeem the Rights if the Board of Directors has previously declared a person to
be an Adverse Person. After the redemption period has expired, the Company's
right of redemption may be reinstated if an
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Acquiring Person reduces its beneficial ownership to 10% or less of the
outstanding shares of Common Stock in a transaction or series of transactions
not involving the Company. 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 $0.01 per Right redemption
price.
The Board of Directors of the Company may, at its option, at any time
after any person becomes an Acquiring Person or is determined to be an Adverse
Person, exchange all or part of the then outstanding and exercisable Rights
(excluding Rights held by an Acquiring Person or Adverse Person that have become
null and void) for shares of Common Stock at an exchange ratio of one share of
Common Stock per Right, appropriately adjusted to reflect any stock split, stock
dividend, or similar transaction. Notwithstanding the foregoing, the Board of
Directors cannot effect such exchange at any time after any person, together
with all affiliates and associates of such person, becomes the beneficial owner
of 50% or more of the shares of Common Stock then outstanding. Immediately upon
the action of the Board of Directors of the Company ordering the exchange of any
Rights and without any further action and without any notice, the right to
exercise such Rights will terminate and the only right thereafter of a holder of
such Rights will be to receive that number of shares of Common Stock equal to
the number of such Rights held by such holder multiplied by the exchange ratio
described above. The Company will not issue fractions of shares of Common Stock
or distribute certificates which evidence fractional shares of Common Stock. In
lieu of such fractional shares of Common Stock, the Company will pay to the
registered holders of the Right certificates with regard to which such
fractional shares of Common Stock would otherwise be issuable an amount in cash
equal to the same fraction of the current market value of a whole share of
Common Stock.
Other than those provisions relating to the principal economic terms of
the Rights (Purchase Price, expiration date, redemption price), 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 of Directors in
order to cure any ambiguity, to make changes which do not adversely affect the
interests of holders of Rights (excluding the interests of any Acquiring Person
or any Adverse Person), or to shorten or lengthen any time period under the
Rights Agreement; provided, however, that no amendment to adjust the time period
governing a redemption shall be made at such time as the Rights are not
redeemable.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder 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 stockholders or to the Company, stockholders 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
securities of the acquiring company as set forth above.
The Purchase Price payable, and the number of Units of Preferred Stock
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 evidence of indebtedness or
assets (excluding regular quarterly cash dividends) or of subscription rights or
warrants (other than those referred to above).
The foregoing description of the Rights is qualified in its entirety by
reference to the Rights Agreement which is attached as an Exhibit to this
Amendment No. 1 to Form 8-A.
Item 2. Exhibits.
1. Amended and Restated Rights Agreement, dated as of August 1,
2000, between the Company and American Stock Transfer & Trust Company,
(including as Exhibit A thereto the Certificate of Designation, Preferences and
Rights of Series 1999 Junior Participating Preferred Stock; as Exhibit B thereto
the Form of Rights Certificate; and as Exhibit C thereto the Summary of Rights
to Purchase Preferred Stock).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
SOUTHTRUST CORPORATION
By /s/ Wallace D. Malone, Jr.
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Name: Wallace D. Malone, Jr.
Title: Chairman of the Board, President,
and Chief Executive Officer
Date: September 25, 2000
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
1. Amended and Restated Rights Agreement, dated as of August
1, 2000, between the Company and American Stock Transfer &
Trust Company, (including as Exhibit A thereto the Certificate
of Designation, Preferences and Rights of Series 1999 Junior
Participating Preferred Stock; as Exhibit B thereto the Form of
Rights Certificate; and as Exhibit C thereto the Summary of
Rights to Purchase Preferred Stock).
</TABLE>
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