-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AyW8lhAzWnHszk9KdQjPW0snCjD3Ll7BKWRDajcVnlOKwqMUP9feaq0uP1Gp1hjC k3O3OsyTB9xNTFK4SaBQRg== 0000950109-99-002420.txt : 19990709 0000950109-99-002420.hdr.sgml : 19990709 ACCESSION NUMBER: 0000950109-99-002420 CONFORMED SUBMISSION TYPE: 8-A12G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990708 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FULTON FINANCIAL CORP CENTRAL INDEX KEY: 0000700564 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 232195389 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G/A SEC ACT: SEC FILE NUMBER: 000-10587 FILM NUMBER: 99660401 BUSINESS ADDRESS: STREET 1: ONE PENN SQ STREET 2: PO BOX 4887 CITY: LANCASTER STATE: PA ZIP: 17604 BUSINESS PHONE: 7172912411 MAIL ADDRESS: STREET 1: ONE PENN SQ STREET 2: PO BOX 4887 CITY: LANCASTER STATE: PA ZIP: 17604 8-A12G/A 1 AMENDMENT OF REGISTRATION OF SECURITIES 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 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 FULTON FINANCIAL CORPORATION ---------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 23-2195389 ------------ ---------- (State of incorporation or organization) I.R.S. Employer Identification No.) One Penn Square Lancaster, Pennsylvania 17602 ----------------------- ----- (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: None Securities to be registered pursuant to Section 12(g) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered ------------------- ------------------------------ Common Share Purchase Rights Item 2. Exhibits. 1. Pages 1 and 14 of the Amended and Restated Rights Agreement, which replaces the previously filed pages 1 and 14. 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, thereto duly authorized. FULTON FINANCIAL CORPORATION DATED: June 30, 1999 By: /s/ Rufus A. Fulton, Jr. ------------------------ Name: Rufus A. Fulton, Jr. Title: President and Chief Executive Officer EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 1. Pages 1 and 14 of the Amended and Restated Rights Agreement, which replaces the previously filed pages 1 and 14. EX-1 2 AMENDED AND RESTATED RIGHTS AGREEMENT AMENDED AND RESTATED RIGHTS AGREEMENT ------------------------------------- AMENDED AND RESTATED RIGHTS AGREEMENT, dated as of April 27, 1999 (the "Agreement"), between Fulton Financial Corporation, a Pennsylvania corporation (the "Company"), and Fulton Bank, a Pennsylvania banking corporation (the "Rights Agent"). BACKGROUND: The Company and the Rights Agent have heretofore entered into a Rights Agreement dated as of June 20, 1989 (as amended, the "Original Rights Agreement"). On June 20, 1989 (the "Rights Dividend Declaration Date"), the Board of Directors of the Company authorized and declared a dividend distribution of one right (an "Original Right") for each share of common stock, par value $2.50 per share, of the Company (the "Common Stock") outstanding at the close of business on July 6, 1989 (the "Record Date"), and has authorized the issuance of one Original Right for each share of Common Stock of the Company -------- issued between the Record Date and the Distribution Date, each Original Right -------- initially representing the right to purchase one share of Common Stock of the Company, upon the terms and subject to the conditions set forth in the Original --------------- Rights Agreement. - ---------------- NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth and intending to be legally bound, the parties hereby agree as follows: Section 1A. Amendment and Restatement. Pursuant to Section 26 of the ------------------------- Original Rights Agreement, the parties hereto hereby amend and restate the Original Rights Agreement to read in its entirety in the form hereof. The Board of Directors of the Company has approved the amendment and restatement such that, as of April 27, 1999, each Original Right shall be deemed to be a common share purchase right (a "Right") having the rights assigned to it pursuant to this Agreement. As used herein the term "adoption of this Agreement" shall refer to the adoption of this Amended and Restated Rights Agreement, and the term "the date of this Agreement" or "the date hereof" shall mean April 27, 1999. The Board of Directors has also authorized the issuance of one Right (as such number may be adjusted hereafter pursuant to the terms of this Agreement) with respect to each share of Common Stock that shall become outstanding between the date of this Agreement and the earliest to occur of the Distribution Date, the Redemption Date or the Final Expiration Date (as such terms are hereinafter defined). Each Right shall represent the right to purchase one share of Common Stock (as such number may be adjusted hereafter pursuant to the terms of this Agreement). Section 1. Certain Definitions. For purposes of this Agreement, the ------------------- following terms have the meanings indicated: (a) "Acquiring Person" shall mean any Person who or which, together with all Affiliates and Associates of such Person, shall be the Beneficial Owner of 20% or more of the unchanged, (2) shall effect a statutory share exchange with the Company, after which the Company is not a Subsidiary of any Acquiring Person or any Associate or Affiliate of any Acquiring Person, (3) shall, in one or more transactions, other than in connection with the exercise of Rights or the exercise or conversion of securities exercisable or convertible into capital stock of the Company or any of its Subsidiaries, transfer any assets to the Company or any of its Subsidiaries in exchange (in whole or in part) for shares of any class of capital stock of the Company or any of its Subsidiaries or for securities exercisable for or convertible into shares of any class of capital stock of the Company or any of its Subsidiaries or otherwise obtain from the Company or any of its Subsidiaries, with or without consideration, any additional shares of any class of capital stock of the Company or any of its Subsidiaries or securities exercisable for or convertible into shares of any class of capital stock of the Company or any of its Subsidiaries (other than as part of a pro rata distribution to all holders of Common Shares), (4) shall sell, purchase, lease, exchange, mortgage, pledge, transfer or otherwise dispose (in one or more transactions), to, from, with or of, as the case may be, the Company or any of its Subsidiaries, assets, including securities, on terms and conditions less favorable to the Company than the Company would be able to obtain in arm's-length negotiation with an affiliated third party, (5) shall receive any compensation from the Company or any of the Company's Subsidiaries other than compensation for services as a director or for full-time employment as a regular employee, in either case at rates in accordance with the Company's (or its Subsidiaries') past practices, or (6) shall receive the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges, or other financial assistance or any tax credits or other tax advantage provided by the Company or any of its Subsidiaries, or (B) any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan), alone or together with its Affiliates and Associates, shall, at any time after the Rights Dividend Declaration Date, become the Beneficial Owner of 25% or more of the shares of Common Stock then outstanding, other than pursuant to any transaction set forth in Section 13(a) hereof, (C) during such time as there is an Acquiring Person, there shall be any reclassification of securities (including any reverse stock split), or recapitalization of the Company, or any merger or 14 -----END PRIVACY-ENHANCED MESSAGE-----