-----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, ViQWCEdOJKu+AOBYyYoUhHLHpJJhfxh2xbmLwaFKouRG9E5xL+XE/ryzwHVbVKok kvimmuGl/5DxXomqjyj/QQ== 0000898822-04-000113.txt : 20040130 0000898822-04-000113.hdr.sgml : 20040130 20040130171602 ACCESSION NUMBER: 0000898822-04-000113 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNION PLANTERS CORP CENTRAL INDEX KEY: 0000100893 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 620859007 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10160 FILM NUMBER: 04556755 BUSINESS ADDRESS: STREET 1: UNION PLANTERS ADMINSTRATIVE CENTER STREET 2: 6200 POPLAR AVE CITY: MEMPHIS STATE: TN ZIP: 38119 BUSINESS PHONE: 905-580-6000 MAIL ADDRESS: STREET 1: 6200 POPLAR AVE. STREET 2: HQ4 CITY: MEMPHIS STATE: TN ZIP: 38119 8-A12B/A 1 jan298aa.txt FORM 8-A12B/A - -------------------------------------------------------------------------------- FORM 8-A/A AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 UNION PLANTERS CORPORATION (Exact Name of Registrant as Specified in its Charter) TENNESSEE 62-0859007 (State of incorporation or organization) (I.R.S Employer Identification No.) 6200 POPLAR AVENUE MEMPHIS, TENNESSEE 38119 (Address of principal executive offices) (Zip Code) SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NAME OF EACH EXCHANGE ON WHICH TITLE OF EACH CLASS TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED - -------------------------------------------------------------------------------- Union Planters Preferred Share Purchase Rights New York Stock Exchange 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), please 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), please check the following box. [ ] Securities Act registration statement file number to which this form relates (if applicable): N/A SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: NONE ---- (TITLE OF EACH CLASS) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- The undersigned registrant hereby amends its registration statement on Form 8-A filed with the Securities and Exchange Commission on January 19, 1999, as amended on December 3, 2001, as follows: ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. Item 1 to the Registration Statement on Form 8-A filed with the Securities and Exchange Commission on January 19, 1999, as amended on December 3, 2001, by the undersigned registrant is hereby amended by adding to the last paragraph of such Item the following: AMENDMENT - --------- Union Planters Corporation, a Tennessee corporation ("Union Planters"), and Regions Financial Corporation, a Delaware corporation ("Regions Financial"), entered into an Agreement and Plan of Merger, dated as of January 22, 2004 (the "Merger Agreement"). The Merger Agreement provides for the merger of Union Planters with and into Regions Financial (the "Merger"). In connection with the Merger, Union Planters has entered into Amendment No. 2 to its Rights Agreement (the "Rights Agreement Amendment"), dated as of January 19, 1999, between Union Planters Corporation and Union Planters Bank, National Association, as amended by Union Planters Corporation and American Stock Transfer & Trust Company, as rights agent, on December 3, 2001. The Rights Agreement Amendment is attached as Exhibit 4.4 hereto. ITEM 2. EXHIBITS. 4.1 Rights Agreement, dated January 19, 1999, between Union Planters Corporation and Union Planters Bank, National Association (incorporated by reference to Exhibit 2 to the Form 8-A filed by Union Planters Corporation on January 22, 1999, Commission File No. 1-10160). 4.2 Form of Rights Certificate (incorporated by reference to Exhibit 1 to the Form 8-A/A Amendment No. 1 filed by Union Planters Corporation on December 3, 2001). 4.3 Amendment to Rights Agreement, dated December 3, 2001, by and between Union Planters Corporation and American Stock Transfer & Trust Company (incorporated by reference to Exhibit 4 to the Form 8-A/A Amendment No. 1 filed by Union Planters Corporation on December 3, 2001, Commission File No. 1-10160). 4.4 Amendment to Rights Agreement, dated January 22, 2004, by and between Union Planters Corporation and American Stock Transfer & Trust Company. 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. UNION PLANTERS CORPORATION Dated: January 29, 2004 By: /s/ Bobby L. Doxey ---------------------------- Name: Bobby L. Doxey Title: Senior Executive Vice President Chief Financial Officer EXHIBIT INDEX 4.1 Rights Agreement, dated January 19, 1999, between Union Planters Corporation and Union Planters Bank, National Association (incorporated by reference to Exhibit 2 to the Form 8-A filed by Union Planters Corporation on January 22, 1999, Commission File No. 1-10160). 4.2 Form of Rights Certificate (incorporated by reference to Exhibit 1 to the Form 8-A/A Amendment No. 1 filed by Union Planters Corporation on December 3, 2001). 4.3 Amendment to Rights Agreement, dated December 3, 2001, by and between Union Planters Corporation and American Stock Transfer & Trust Company (incorporated by reference to Exhibit 4 to the Form 8-A/A Amendment No. 1 filed by Union Planters Corporation on December 3, 2001, Commission File No. 1-10160). 4.4 Amendment to Rights Agreement, dated January 22, 2004, by and between Union Planters Corporation and American Stock Transfer & Trust Company. EX-99.1 3 jan298aaex4-4.txt EXHIBIT 4.4 EXHIBIT 4.4 EXECUTION COPY AMENDMENT TO RIGHTS AGREEMENT This Amendment to Rights Agreement (this "Amendment"), dated as of January 22, 2004, by and between UNION PLANTERS CORPORATION, a Tennessee corporation (the "Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation ("Rights Agent"), further amends that certain Rights Agreement (the "Rights Agreement"), dated as of January 19, 1999, by and between the Company and Union Planters Bank, National Association, as amended by the Company and the Rights Agent as of December 3, 2001. Unless otherwise defined herein, capitalized terms used in this Amendment shall have the meanings ascribed to them in the Rights Agreement. WHEREAS, the Company's Board of Directors has approved, and the Company intends to execute, an Agreement and Plan of Merger (as amended, supplemented, modified or replaced from time to time, the "Merger Agreement"), dated as of January 22, 2004, by and between the Company and Regions Financial Corporation, a Delaware corporation ("Regions Financial"), pursuant to which the Company and Regions Financial will be merged with and into a direct wholly owned subsidiary of the Company and Regions Financial organized under Delaware law ("Newco"), with Newco as the surviving corporation (the "Merger"); WHEREAS, the Board of Directors of the Company has determined that the Merger Agreement and the terms and conditions set forth therein and the transactions contemplated thereby, including, without limitation, the Merger, are in the best interests of the Company and its shareholders; WHEREAS, the Board of Directors of the Company has determined, in connection with its contemplation of the Merger Agreement, that an amendment to the Rights Agreement as set forth herein is necessary and desirable to exempt the Merger Agreement and the transactions contemplated thereby, including, without limitation, the Merger, from the application of the Rights Agreement as set forth in this Amendment; WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company may, and the Rights Agent shall, if the Company so directs, supplement or amend any provisions of the Rights Agreement, subject to the limitations set forth in such Section 26; and WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company hereby directs that the Rights Agreement should be amended as set forth herein; NOW, THEREFORE, in consideration of the promises and mutual agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Company and the Rights Agent hereby agree as follows: A. Amendment of Section 1. Section 1 of the Rights Agreement is supplemented to add the following definitions in the appropriate alphabetical locations: "Merger" shall mean the "Merger" as such term is defined in the Merger Agreement. "Merger Agreement" shall mean the Agreement and Plan of Merger, dated as of January 22, 2004, by and between the Company and Regions Financial, as it may be amended, supplemented, modified or replaced from time to time. "Newco" shall mean a direct wholly owned subsidiary of the Company and Regions Financial organized under Delaware law, into which the Company and Regions Financial will merge in the Merger. "Regions Financial" means Regions Financial Corporation, a Delaware corporation. B. Amendment of the Definition of "Acquiring Person". The definition of "Acquiring Person" in Section 1 of the Rights Agreement is hereby amended by adding the following sentence at the end thereof: "Notwithstanding anything in this Rights Agreement to the contrary, neither Regions Financial, Newco nor any of their Affiliates or Associates shall be deemed to be an Acquiring Person as a result, directly or indirectly, of (i) the approval, execution, delivery or performance of the Merger Agreement, (ii) the consummation of the Merger or (iii) the consummation of any other transaction contemplated by the Merger Agreement, including, without limitation, the exchange of common stock of the Company for common stock of Newco pursuant to the Merger Agreement." C. Amendments to Section 3. Section 3(b) of the Rights Agreement is hereby amended and supplemented by adding the following sentence at the end thereof: "Notwithstanding anything in this Rights Agreement to the contrary, a Distribution Date shall not be deemed to have occurred as the result, directly or indirectly, of (i) the approval, execution, delivery or performance of the Merger Agreement, (ii) the consummation of the Merger, (iii) the consummation of any other transaction contemplated by the Merger Agreement, including, without limitation, the exchange of common stock of the Company for common stock of Newco pursuant to the Merger Agreement, or (iv) the public announcement of any of the foregoing." -2- Section 3 of the Rights Agreement is amended to add the following sentence at the end thereof as a new Section 3(e): " (e) Nothing in this Rights Agreement shall be construed to give any holder of Rights or any other Person any legal or equitable rights, remedies or claims under this Rights Agreement, including but not limited to under Section 11 hereof, by virtue of (i) the approval, execution, delivery or performance of the Merger Agreement, (ii) the consummation of the Merger, (iii) the consummation of any other transaction contemplated by the Merger Agreement, including, without limitation, the exchange of common stock of the Company for common stock of Newco pursuant to the Merger Agreement, or (iv) the public announcement of any of the foregoing." D. Effective Date of Amendment. This Amendment shall be deemed effective as of the date first written above, as if executed on such date. E. Effect of Amendment. Except as expressly set forth herein, the Rights Agreement shall not by implication or otherwise be supplemented or amended by virtue of this Amendment, but shall remain in full force and effect, as amended hereby. This Amendment shall be construed in accordance with and as a part of the Rights Agreement, and all terms, conditions, representations, warranties, covenants and agreements set forth in the Rights Agreement and each other instrument or agreement referred to therein, except as herein amended, are hereby ratified and confirmed. F. Waiver of Notice. The Rights Agent and the Company hereby waive any notice requirement with respect to each other under the Rights Agreement, if any, pertaining to the matters covered by this Amendment. G. Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated. H. Governing Law. This Amendment shall be deemed to be a contract made under the law of the Commonwealth of Kentucky and for all purposes shall be governed by and construed in accordance with the law of such Commonwealth applicable to contracts to be made and performed entirely within such Commonwealth. I. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. J. Descriptive Headings. Descriptive headings of the several Sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Amendment. -3- IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above. UNION PLANTERS CORPORATION By: /s/ Jackson W. Moore ------------------------- Name: Jackson W. Moore Title: Chairman, President and Chief Executive Officer AMERICAN STOCK TRANSFER & TRUST COMPANY By: /s/ Joseph Wolf ------------------------- Name: Joseph Wolf Title: Vice President -4- -----END PRIVACY-ENHANCED MESSAGE-----