SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 1
FOR THE REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FIRST OF AMERICA BANK CORPORATION
(exact name of registrant as specified in its charter)
Michigan 38-1971791
(State of incorporation (IRS Employer
or organization) Identification No.)
108 East Michigan Avenue, Kalamazoo, Michigan 49007
(Address of principal executive office) (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 so registered each class is to be registered
Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
NOT APPLICABLE
Title of Class
Item 1. Description of Securities
On November 30, 1997, First of America Bank Corporation (the
"Company") entered into an Amendment to Rights Agreement, dated
as of November 30, 1997 (the "Amendment"), to the Rights
Agreement, dated as of July 18, 1990, (the "Rights Agreement")
between the Company and First of America Bank, N.A. (formerly
known as First of America Bank-Michigan, N.A.), as Rights Agent
(the "Rights Agent"). The Company entered into the Amendment in
connection with its entry into an Agreement and Plan of Merger,
dated as of November 30, 1997 (the "Merger Agreement") with
National City Corporation ("NCC") pursuant to which the Company
would be merged into NCC or a wholly-owned subsidiary thereof.
In connection with their entry into the Merger Agreement, the
Company and NCC also entered into a Stock Option Agreement, dated
as of November 30, 1997, (the "Option Agreement"), pursuant to
which the Company granted NCC an option to purchase, under
certain circumstances, up to 16,813,611 shares of Company Common
Stock at a price, subject to certain adjustments of $58.75 per
share ("Option"). The Option, if exercised in full, would result
in NCC beneficially owning, before giving effect to the exercise
of the Option, 19.9 percent of the number of shares of Company
Common Stock outstanding. The Company granted the Option in
fulfillment of a condition and as an inducement to NCC's entry
into the Merger Agreement. The Amendment provides that the
Merger Agreement and the Option will not trigger the Rights under
the Rights Agreement. The Merger Agreement and the Option
Agreement were filed as Exhibits 2.1 and 2.2, respectively, to
NCC's Current Report on Form 8-K filed with the Securities and
Exchange Commission (the "Commission") on December 9, 1997.
On July 18, 1990, the Board of Directors of the Company
declared a dividend distribution of one Right for each
outstanding share of Company Common Stock to shareholders of
record at the close of business on July 30, 1990. Each Right
entitles the registered holder to purchase from the Company a
unit consisting of one one-hundredth of a share (a "Unit") of
Series A Junior Participating Preferred Stock, no par value, (the
"Preferred Stock") at a Purchase Price of $95.00 per Unit,
subject to adjustment. The Purchase Price may be paid, at the
option of the holder, in cash or shares of Common Stock having a
value at the time of exercise equal to the Purchase Price.
Initially, the Rights are attached to all Common Stock
certificates representing shares then outstanding, and no
separate Rights Certificates will be distributed. The Rights
will separate from the Common Stock and a Distribution Date will
occur upon the earlier of (i) 10 days following a public
announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired, or obtained the
right to acquire, beneficial ownership of 10% or more of the
outstanding shares of Common Stock (the "Stock Acquisition
Date"), or (ii) 10 business days following the commencement of a
tender offer or exchange offer that could result in a person or
group beneficially owning 10% or more of such outstanding shares
of Common Stock.
Until the Distribution Date, (i) the Rights will be
evidenced by the Common Stock certificates and will be
transferred with and only with such Common Stock certificates,
(ii) Common Stock certificates issued after July 30, 1990 will
contain a notation incorporating the Rights Agreement by
reference and (iii) the surrender for transfer of any certificate
for Common Stock outstanding will also constitute the transfer of
the Rights associated with the Common Stock represented by such
certificate.
The Rights are not exercisable until the Distribution Date
and will expire at the close of business on July 18, 2000, unless
earlier redeemed by the Company as described below.
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 and,
thereafter, the separate Rights Certificates alone will represent
the Rights. Except as otherwise provided in the Rights Agreement
or determined by the Board of Directors, only shares of Common
Stock issued prior to the Distribution Date will be issued with
Rights.
In the event that (i) the Company is the surviving
corporation in a merger with an Acquiring Person and its Common
Stock is not changed or exchanged, (ii) an Acquiring Person
engages in one or more "self-dealing" transactions as set forth
in the Rights Agreement, or (iii) during such time as there is an
Acquiring Person, a transaction occurs which has the effect of
increasing such Acquiring Person's ownership interest by more
than 1%, 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 or the Company)
having a value equal to two times the exercise price of the
Right. For example, at an exercise price of $95 per Right, each
Right would entitle its holder to purchase $190 worth of Common
Stock (or other consideration, as noted above) for $95. Assuming
that the Common Stock had a per share market price of $60 at such
time, the holder of each valid Right would be entitled to
purchase 3.17 shares of Common Stock for $95. Notwithstanding
any of the foregoing, following the occurrence of any of the
events set forth in this paragraph, all Rights that are, or
(under certain circumstances specified in the Rights Agreement)
were, beneficially owned by any Acquiring Person will be null and
void. Moreover, the Rights shall not be exercisable, and shall
be void so long as held, by a holder (a "Nonqualified Holder") in
any jurisdiction where the requisite qualification to the
issuance to such holder, or the exercise by such holder, of the
Rights in such jurisdiction shall not have been obtained or be
obtainable. Finally, Rights are not exercisable following the
occurrence of any of the events set forth above until such time
as the Rights are no longer redeemable by the Company as set
forth below.
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 (other than a merger
described in the preceding paragraph), or (ii) 50% or more of the
Company's assets or earning power is sold or transferred, each
older of a Right (except Rights beneficially owned by any
Acquiring Person 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. The events set forth in
this paragraph and in the preceding paragraph are referred to as
the "Triggering Events."
The Company may, at its option, at any time after a Stock
Acquisition Date and before an Acquiring Person becomes the
beneficial owners of more than 50% of the outstanding shares of
the Common Stock, elect to exchange all outstanding Rights for
shares of Common Stock at an exchange ratio of one share of
Common Stock per Right, subject to adjustment to prevent dilution
as a result of events similar to those set forth in (i) - (iii)
of the next paragraph.
The Purchase Price payable, and in 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 subscribed 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). No adjustment in the Purchase Price will be required
until cumulative adjustments amount to at least 1% of the
Purchase Price. No fractional Units will be issued and, in lieu
thereof, an adjustment in cash will be made based on the market
price of the Preferred Stock on the last trading date prior to
the date of exercise.
At any time until 20 days following the Stock Acquisition
Date, the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right. After the redemption period
has expired, the Company's right of redemption may be reinstated
if an Acquiring Person reduces his beneficial ownership to 5% 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 $.01 redemption price.
Until a Right is exercised, the holder thereof, as such,
will have no right as a shareholder 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
shareholders or to the Company, shareholders 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 common stock of the
acquiring company as set forth above.
Other than those provisions relating to the principal
economic terms of the Rights, 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 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 to shorten or lengthen
any time period under the Rights Agreement; provided, however,
that no amendment to adjust the time period governing redemption
shall be made at such time as the Rights are not redeemable.
As long as the Rights are attached to the Common Stock, the
Company will issue one Right for each share of Common Stock
issued before the Distribution Date so that all such shares will
have attached Rights. In addition, following the Distribution
Date and prior to the expiration or redemption of the Rights, the
Company, subject to certain limitations, will issue one Right for
each share of Common Stock issued or sold pursuant to the
exercise of stock options or under employee plans or upon the
exercise, conversion or exchange of certain securities of the
Company, and may issue Rights in certain other circumstances.
500,000 shares of Preferred Stock are reserved for issuance upon
exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that
attempts to acquire the Company without conditioning the offer on
a substantial number of Rights being acquired. The Rights should
not interfere with any merger or other business combination
approved by the Board of Directors of the Company since the Board
of Directors may, at their option, at any time until 20 days
following the Stock Acquisition Date redeem all but not less than
all the then outstanding Rights at the Redemption Price.
A copy of the Rights Agreement was previously filed as
Exhibit 1 to the Registration Statement on Form 8-A as originally
filed by the Company on July 19, 1990. A copy of the Amendment
is filed herewith as Exhibit 2. The summary description of the
Rights included in this Registration Statement does not purport
to be complete and is qualified in its entirety by reference to
the Rights Agreement and the Amendment, which are incorporated
herein by reference.
Item 2. Exhibits
1 Rights Agreement dated as of July 18, 1990 between
First of America Bank Corporation and First of America
Bank-Michigan, N.A. is incorporated by reference to the
Company's Registration Statement on Form 8-A under the
Securities Exchange Act of 1934, as amended, filed with
the Commission on July 19, 1990.
2 Certificate of Adjusted Purchase Price dated October
19, 1990 is filed herewith.
3 Amendment to Rights Agreement, dated as of November 30,
1997, to the Rights Agreement, dated as of July 18,
1990, between First of America Bank Corporation and
First of America Bank, N.A. (formerly known as First of
America Bank-Michigan, N.A.), as Rights Agent, is filed
herewith.
SIGNATURE
Pursuant to requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
Amendment No. 1 to be signed on its behalf by the undersigned,
thereto duly authorized.
FIRST OF AMERICA BANK CORPORATION
DATED: December 12, 1997 By: /s/ THOMAS W. LAMBERT
Thomas W. Lambert
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
EXHIBIT 3
AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT (the "Amendment"), dated as of November 30,
1997, to the Rights Agreement, dated as of July 18, 1990 (the
"Rights Agreement"), between First of America Bank Corporation, a
Michigan corporation (the "Company"), and First of America Bank,
N.A. (formerly known as First of America Bank - Michigan, N.A.),
as Rights Agent (the "Rights Agent").
Recitals
WHEREAS, the Company and the Rights Agent have here-
tofore executed and entered into the Rights Agreement.
WHEREAS, National City Corporation, a Delaware corpo-
ration ("Acquiror"), and the Company contemplate entering into an
Agreement and Plan of Merger (the "Merger Agreement") pursuant to
which, among other things, the Company will merge with and into
Acquiror (the "Merger"). The Board of Directors of the Company
has approved the Merger Agreement.
WHEREAS, in connection with the Merger Agreement,
Acquiror and the Company contemplate entering into a stock option
agreement (the "Company Option Agreement") pursuant to which the
Company will grant to Acquiror an option to purchase shares of
the Company's common stock, par value $10.00 per share, on the
terms and subject to the conditions set forth in the Company
Option Agreement. The Board of Directors of the Company has
approved the Company Option Agreement.
WHEREAS, pursuant to Section 26 of the Rights Agree-
ment, the Company and the Rights Agent may from time to time
supplement and amend the Rights Agreement.
WHEREAS, the Board of Directors of the Company has
determined that an amendment to the Rights Agreement as set forth
herein is necessary and desirable in connection with the
foregoing and the Company and the Rights Agent desire to evidence
such amendment in writing.
WHEREAS, all acts and things necessary to make this
Amendment a valid agreement, enforceable according to its terms,
have been done and performed, and the execution and delivery of
this Amendment by the Company and the Rights Agent have been in
all respects duly authorized by the Company and the Rights Agent.
Accordingly, the parties agree as follows:
A. Amendment of Section 1. Section 1 of the Rights
Agreement is supplemented to add the following definitions as
Sections 1.14 through 1.16:
1.14 "Merger" shall mean the "Merger" as defined in the
Merger Agreement.
1.15 "Merger Agreement" shall mean the Agreement and
Plan of Merger, dated as of November 30, 1997, by and between
National City Corporation and First of America Bank Corporation,
as it may be amended from time to time."
1.16 "Company Option Agreement" shall have the meaning
set forth in the Merger Agreement.
B. Amendment of the definition of "Acquiring Person".
The definition of "Acquiring Person" in Section 1.1 of the Rights
Agreement is amended by adding the following sentence at the end
thereof:
"Notwithstanding anything in this Agreement to the
contrary, National City Corporation shall not be deemed to
be an Acquiring Person solely by virtue of (i) the execution
of the Merger Agreement or the Company Option Agreement,
(ii) the consummation of the Merger or (iii) the
consummation of the other transactions contemplated in the
Merger Agreement or the Company Option Agreement."
C. Amendment of the definition of "Distribution
Date". Section 3.1 of the Rights Agreement is amended by adding
the following sentence at the end thereof:
"Notwithstanding anything in this Agreement to the
contrary, a Distribution Date shall not be deemed to have
occurred solely as the result of (i) the execution of the
Merger Agreement or the Company Option Agreement, (ii) the
consummation of the Merger, or (iii) the consummation of the
other transactions contemplated in the Merger Agreement and
the Company Option Agreement."
D. Amendment of Section 29. Section 29 of the Rights
Agreement is amended to add the following sentence at the end
thereof:
"Nothing in this Agreement shall be construed to
give any holder of Rights or any other Person any legal
or equitable rights, remedies or claims under this
Agreement by virtue of the execution of the Merger
Agreement or the Company Option Agreement or by virtue
of any of the transactions contemplated by the Merger
Agreement or the Company Option Agreement."
E. Effectiveness. This Amendment shall be deemed
effective as of the date first written above, as if executed on
such date. Except as amended hereby, the Rights Agreement shall
remain in full force and effect and shall be otherwise unaffected
hereby.
F. Miscellaneous. This Amendment shall be deemed to
be a contract made under the laws of the State of Michigan and
for all purposes shall be governed by and construed in accordance
with the laws of such State applicable to contracts to be made
and performed entirely within such state. This Amendment may be
executed in any number of counterparts, 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. If any provision, covenant or restriction of this
Amendment is held by a court of competent jurisdiction or other
authority to be invalid, illegal 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 effected, impaired or invalidated.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and attested, all as of the date
and year first above written.
Attest: FIRST OF AMERICA BANK CORPORATION
/s/ RICHARD V. WASHBURN /s/ RICHARD F. CHORMANN
Name: Richard V. Washburn Name: Richard F. Chormann
Title: Executive Vice President Title: Chairman and Chief
and Secretary Executive Officer
Attest: FIRST OF AMERICA BANK, N.A.
/s/ THOMAS W. LAMBERT /s/ DAVID B. WIRT
Name: Thomas W. Lambert Name: David B. Wirt
Title: Executive Vice President Title: Executive Vice
President
EXHIBIT 2
CERTIFICATE OF ADJUSTED PURCHASE PRICE
The undersigned, John B. Rapp, certifies that he is
Executive Vice President and Secretary of First of America Bank
Corporation, a Michigan corporation (the "Company"), and that
pursuant to Section 11.16 of the Rights Agreement dated as of
July 18, 1990 between the Company and First of America Bank-
Michigan, N.A. as Rights Agent (the "Rights Agreement"), and as a
result of the two-for-one split of the common stock of the
Company affected in the form of a 100 percent stock dividend
distributed on October 19, 1990 to common shareholders of record
on September 21, 1990, the Purchase Price (as defined in the
Rights Agreement) was adjusted and is now $95.00 per Unit (as
defined in the Rights Agreement).
Dated: October 19, 1990 /s/ John B. Rapp