-----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, J+5yApnRYPvm5EY0jlisXGbuyKeteI6EDHFsnocF+gWYjgjAC1FGqzSvJ2SwvL9t D4uxvZbVTR9rDA7ocTL0YQ== 0000940397-01-500022.txt : 20020412 0000940397-01-500022.hdr.sgml : 20020412 ACCESSION NUMBER: 0000940397-01-500022 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20011203 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: 1804966 BUSINESS ADDRESS: STREET 1: UNION PLANTERS ADMINSTRATIVE CENTER STREET 2: 7130 GOODLETT FARMS PARKWAY CITY: MEMPHIS STATE: TN ZIP: 38018 BUSINESS PHONE: 9015806000 MAIL ADDRESS: STREET 1: 7130 GOODLETT FARMS PKWY STREET 2: UNION PLANTERS ADMINISTRATIVE CENTER CITY: MEMPHIS STATE: TN ZIP: 38018 8-A12B/A 1 upc8a-a.txt 8-A/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 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: Title of each class Name of each exchange on which to be 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), 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 --- Securities to be registered pursuant to Section 12(g) of the Act: NONE ---------------- Title of each class 2 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. Reference is hereby made to the Registration Statement on Form 8-A filed by Union Planters Corporation (the "Company") with the Securities and Exchange Commission on January 22, 1999, relating to the Rights Agreement by and between the Company and Union Planters National Bank, dated as of January 22, 1999 (the "Rights Agreement"). Such Form 8-A is hereby incorporated by reference herein. Effective as of December 3, 2001, the Company executed an amendment to the Rights Agreement appointing American Stock Transfer & Trust Company as successor to Union Planters National Bank as Rights Agent under the Rights Agreement (the"Amendment"). A copy of the Rights Agreement is filed as Exhibit 2 to this registration statement and incorporated by reference herein. A copy of the Amendment is attached hereto as Exhibit 4 and incorporated by reference herein. The foregoing discussion does not purport to be complete and is qualified in its entirety by reference to such Exhibits. ITEM 2. EXHIBITS. The following exhibits are filed as a part of this registration statement: 1 Form of Rights Certificate 2 Rights Agreement, dated January 19, 1999, between Union Planters Corporation and Union Planters National Bank 3 Amended and Restated Charter of Union Planters Corporation 4 Amendment to Rights Agreement, dated as of December 3, 2001, by and between Union Planters Corporation and American Stock Transfer & Trust Company 3 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, thereunto duly authorized. UNION PLANTERS CORPORATION By: /S/ E. JAMES HOUSE, JR. E. James House, Jr. Secretary Date: December 3, 2001 4 Exhibit Index EXHIBIT NO. DESCRIPTION Exhibit 1 Form of Rights Certificate (filed herewith) Exhibit 2 Rights Agreement, dated January 19, 1999, between Union Planters Corporation and Union Planters National Bank* Exhibit 3 Amended and Restated Charter of Union Planters Corporation* Exhibit 4 Amendment to Rights Agreement, dated as of December 3, 2001, by and between Union Planters Corporation and American Stock Transfer & Trust Company (filed herewith) * Previously filed as exhibits to this registration statement on the Form 8-A filed by Union Planters Corporation with the Securities and Exchange Commission on January 22, 1999. EX-1 3 upc8aex1.txt FORM OF RIGHTS CERTIFICATE Exhibit 1 [Form of Right Certificate] Certificate No. [R] Rights NOT EXERCISABLE AFTER JANUARY 19, 2009, OR EARLIER, IF REDEEMED OR MANDATORILY EXCHANGED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01 PER RIGHT, ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND BY ANY SUBSEQUENT HOLDER OF SUCH RIGHTS ARE NULL AND VOID AND NONTRANSFERABLE. Right Certificate UNION PLANTERS CORPORATION This certifies that _______________________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement dated as of January 19, 1999, as amended December 3, 2001 (the "Rights Agreement"), between Union Planters Corporation, a Tennessee corporation (the "Company"), and American Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent"), unless the Rights evidenced hereby shall have been previously redeemed or mandatorily exchanged by the Company, to purchase from the Company at any time after the Distribution Date (as defined in the Rights Agreement) and prior to 5:00 p.m., Memphis, Tennessee time, on the 10th anniversary of the date of the Rights Agreement (the "Expiration Date"), at the principal office of the Rights Agent, or its successors as Rights Agent, in Memphis, Tennessee, one-ten-thousandth (1/10,000) of a fully paid, nonassessable share of Series F Preferred Stock, without par value, of the Company (the "Preferred Shares"), at a purchase price per one-ten- thousandth (1/10,000) of a share equal to $180.00 (the "Purchase Price"), payable in cash, upon presentation and surrender of this Right Certificate with the Form of Election to Purchase duly executed. The Purchase Price and the number and kind of shares which may be purchased upon exercise of each Right evidenced by this Right Certificate, as set forth above, are the Purchase Price and the number and kind of shares which may be so purchased as of January 19, 1999. As provided in the Rights Agreement, the Purchase Price and the number and kind of shares which may be purchased upon the exercise of each Right evidenced by this Right Certificate are subject to modification and adjustment upon the happening of certain events. If the Rights evidenced by this Right Certificate are at any time beneficially owned by an Acquiring Person or an Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement), such Rights shall be null and void and nontransferable and the holder of 2 any such Right (including any purported transferee or subsequent holder) shall not have any right to exercise or transfer any such Right. This Right Certificate is subject to all the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof, and reference to the Rights Agreement is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Right Certificates. Copies of the Rights Agreement are on file at the above-mentioned office of the Rights Agent and are also available from the Company upon written request. This Right Certificate, with or without other Right Certificates, upon surrender at the principal stock transfer or corporate trust office of the Rights Agent, may be exchanged for another Right Certificate or Right Certificates of like tenor and date evidencing Rights entitling the holder to purchase a like aggregate number and kind of shares as the Rights evidenced by the Right Certificate or Right Certificates surrendered shall have entitled such holder to purchase. If this Right Certificate shall be exercised in part, the holder shall be entitled to receive upon surrender hereof another Right Certificate or Right Certificates for the number of whole Rights not exercised. Subject to the provisions of the Rights Agreement, the Rights evidenced by this Right Certificate may be redeemed by the Company at its option at a redemption price (in cash or shares of Common Stock or other securities of the Company deemed by the Board of Directors to be at least equivalent in value) of $.01 per Right (which amount shall be subject to adjustment as provided in the Rights Agreement) at any time prior to the earlier of (a) the tenth Business Day (as such term is defined in the Rights Agreement) (or such later date as may determined by the Board of Directors of the Company) after such time as a Person becomes an Acquiring Person and (b) the Expiration Date. The Company may, but shall not be required to, issue fractions of Preferred Shares or distribute certificates which evidence fractions of Preferred Shares upon the exercise of any Right or Rights evidenced hereby. In lieu of issuing fractional shares, the Company may elect to make a cash payment as provided in the Rights Agreement for fractions of a share other than one-ten- thousandth (1/10,000) of a share or any integral multiple thereof or to issue certificates or to utilize a depositary arrangement as provided in the terms of the Rights Agreement and the Preferred Shares. No holder of this Right Certificate shall be entitled to vote or receive dividends or be deemed for any purpose the holder of the Preferred Shares or of any other securities of the Company which may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company, including, without limitation, any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or other distributions or subscription rights, or otherwise, until the Right or Rights evidenced by this Right Certificate shall have been exercised as provided in accordance with the provisions of the Rights Agreement. 3 This Right Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Dated as of: ______________ UNION PLANTERS CORPORATION By:___________________________________ Name:_________________________________ Title:________________________________ Attest: Name:__________________________ Title:_________________________ Countersigned: AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent By:_____________________________ Authorized Officer 4 [On Reverse Side of Right Certificate] FORM OF ELECTION TO PURCHASE (To be executed by the registered holder if such holder desires to exercise the Rights represented by this Right Certificate.) To the Rights Agent: The undersigned hereby irrevocably elects to exercise Rights represented by this Right Certificate to purchase the Preferred Shares (or other shares) issuable upon the exercise of such Rights and requests that certificates for such shares be issued in the name of: Please insert social security or other identifying number _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number _______________________________________________________________________________ (Please print name and address) _______________________________________________________________________________ Dated:____________________ _____________________________________ Signature Signature Guaranteed: 5 FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.) FOR VALUE RECEIVED, __________________________ hereby sells, assigns and transfers unto______________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) this Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _________________ Attorney, to transfer the within Right Certificate on the books of the within-named Corporation, with full power of substitution. Dated:____________________ ______________________________________ Signature Signature Guaranteed: The undersigned hereby certifies that (a) the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (b) this Right Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate, and (c) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). ______________________________________ Signature NOTICE The signature on the foregoing Form of Election to Purchase or Form of Assignment must correspond to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. EX-4 4 upcexh4.txt AMENDMENT TO RIGHTS AGREEMENT Exhibit 4 AMENDMENT TO RIGHTS AGREEMENT This Amendment to Rights Agreement (the "Amendment"), dated as of December 3, 2001, by and between Union Planters Corporation (the "Company") and American Stock Transfer & Trust Company ("AST") amends that certain Rights Agreement (the "Rights Agreement") dated as of January 22, 1999, by and between the Company and Union Planters Bank, National Association (formerly, Union Planters National Bank) ("Union Planters Bank"). Union Planters Bank executes this Amendment to evidence its consent hereto and to the substitution of AST as Rights Agent under the Rights Agreement. Unless otherwise defined herein, capitalized terms used in the Amendment shall have the meanings ascribed to them in the Rights Agreement. WHEREAS, effective as of December 3, 2001, Union Planters Bank no longer desires to serve as Rights Agent under the Rights Agreement; WHEREAS, AST has agreed to serve as successor Rights Agent pursuant to the terms and conditions of the Rights Agreement as amended by this Amendment; WHEREAS, pursuant to Section 26 of the Rights Agreement, prior to the Distribution Date, the Company may amend any provision of the Rights Agreement, provided the consent of the Rights Agent is required for any amendment changing the rights or duties of the Rights Agent; and WHEREAS, the Company has determined to amend the Rights Agreement to substitute AST for Union Planters Bank as Rights Agent, and Union Planters Bank has consented to the amendment; 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 parties hereby agree as follows: Section 1. APPOINTMENT OF SUCCESSOR RIGHTS AGENT. The Company hereby appoints AST to succeed to Union Planters Bank as Rights Agent for the Company, effective as of December 3, 2001. From and after December 3, 2001, all references to "Rights Agent" in the Rights Agreement shall be deemed to refer to AST. AST hereby accepts such appointment, and acknowledges that from and after December 3, 2001, it shall be fully responsible for all duties and obligations of the Rights Agent under the Rights Agreement. Section 2. AMENDMENTS TO RIGHTS AGREEMENT. The Rights Agreement is hereby amended as follows, effective as of December 3, 2001: [A] The title of the Rights Agreement is hereby amended and restated in its entirety as follows: 2 "Rights Agreement dated as of January 19, 1999, as amended December 3, 2001, between UNION PLANTERS CORPORATION, a Tennessee corporation (the "Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation as Rights Agent (the "Rights Agent")" [B] Section 3(d) of the Rights Agreement is hereby amended and restated in its entirety as follows: "(d) Certificates issued for Common Shares after the Record Date (including, without limitation, upon transfer or exchange of outstanding Common Shares), but prior to the earliest of the Distribution Date, the Redemption Date or the Expiration Date, shall have printed on, written on or otherwise affixed to or attached to them the following legend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement dated as of January 19, 1999, as amended December 3, 2001, and as it may be further amended from time to time (the "Rights Agreement"), between Union Planters Corporation (the "Company") and American Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement without charge after receipt of a written request therefor. Rights beneficially owned by Acquiring Persons or their Affiliates or Associates (as such terms are defined in the Rights Agreement) and by any subsequent holder of such Rights are null and void and nontransferable. Notwithstanding this paragraph (d), the omission of a legend shall not affect the enforceability of any part of this Rights Agreement or the rights of any holder of Rights." [C] Section 25 of the Rights Agreement is hereby amended by deleting the address provided for the Rights Agent and inserting the following in lieu thereof: American Stock Transfer & Trust Company 59 MAIDEN LANE PLAZA LEVEL NEW YORK, NY 10038 [D] The first paragraph under the heading "UNION PLANTERS CORPORATION" on Exhibit B to the Rights Agreement is hereby amended by striking the following language in the first sentence of said paragraph: 3 "Rights Agreement dated as of January 19, 1999 (the "Rights Agreement"), between Union Planters Corporation, a Tennessee corporation (the "Company"), and Union Planters National Bank, as Rights Agent (the "Rights Agent")" and inserting the following language in its place: "Rights Agreement dated as of January 19, 1999, as amended December 3, 2001 (the "Rights Agreement"), between Union Planters Corporation, a Tennessee corporation (the "Company"), and American Stock Transfer & Trust Company, as Rights Agent (the "Rights Agent")," In addition, the countersignature block for the Rights Agent at the foot of the front side of the Rights Certificate (on page B-3 of Exhibit B to the Rights Agreement) is amended to substitute "American Stock Transfer & Trust Company" for "Union Planters National Bank". Section 3. RATIFICATION; EFFECT OF AMENDMENT. 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 and shall remain in full force and effect. Section 4. 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. Section 5. 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 State applicable to contracts to be made and performed entirely within such State. Section 6. COUNTERPARTS; EFFECTIVENESS. 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. Section 7. 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. 4 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of December 3, 2001. UNION PLANTERS CORPORATION By: /S/ E. JAMES HOUSE, JR. E. James House, Jr. Secretary AMERICAN STOCK TRANSFER & TRUST COMPANY By: /S/ HERBERT J. LEMMER Name: Herbert J. Lemmer Title: Vice President Consented to as of December 3, 2001: UNION PLANTERS BANK, NATIONAL ASSOCIATION (formerly, UNION PLANTERS NATIONAL BANK) By: /S/ E. JAMES HOUSE, JR. E. James House, Jr., Secretary and Cashier -----END PRIVACY-ENHANCED MESSAGE-----