SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN
CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
FIRST FINANCIAL CORPORATION
(Exact Name of registrant as specified in charter)
INDIANA 35-1546989
(State of Incorporation (I.R.S. Employer
or organization) Identification Number)
One First Financial Plaza
Terre Haute, Indiana 47807
(Address of principal executive offices, including zip code)
Copy to:
CLAUDIA V. SWHIER, ESQ.
Barnes & Thornburg
1313 Merchants Bank Building
11 South Meridian Street
Indianapolis, Indiana 46204
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:
COMMON SHARE PURCHASE RIGHTS
(Title of class)
INFORMATION REQUIRED IN
REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The Board of Directors of First Financial Corporation (the "Company")
has declared a dividend of one common share purchase right (a "Right" or
"Rights") for each outstanding share of common stock, without par value (the
"Common Shares"), of the Company. The dividend is payable to the shareholders of
record as of January 20, 1997 (the "Record Date"). If and when the Rights become
exercisable, each Right will entitle the registered holder to purchase from the
Company one Common Share at a purchase price of $95.00 (the "Purchase Price"),
subject to adjustment as described below. The Rights will be represented by the
outstanding Common Share certificates and the Rights cannot be bought, sold or
otherwise traded separately from the Common Shares until the "Distribution
Date," which is the earliest to occur of (i) 10 calendar days following a public
announcement that a person or group (an "Acquiring Person") has (a) acquired
beneficial ownership of 12% or more of the outstanding Common Shares or, in the
case of any beneficial owner of 12% of the Common Shares on the Record Date,
additional shares representing 10% of the outstanding Common Shares, or (b)
become the beneficial owner of an amount of the outstanding Common Shares (but
not less than 10%) which the Board of Directors determines to be substantial and
which ownership the Board of Directors determines is intended or may be
reasonably anticipated, in general, to cause the Company to take actions
determined by the Board of Directors to be not in the Company's best long-term
interests (an "Adverse Person"), or (ii) 10 business days following the
commencement or announcement of an intention to make a tender offer or exchange
offer the consummation of which would result in the beneficial ownership by a
person or group of 30% or more of such outstanding Common Shares.
Until the Distribution Date (or earlier exchange, redemption or
expiration of the Rights), the surrender for transfer of any certificates for
Common Shares outstanding as of the Record Date will also constitute the
transfer of the Rights associated with the Common Shares represented by such
certificate. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date and, thereafter, such separate Right Certificates alone will
evidence the Rights.
The holders of the Rights are not required to take any action until the
Rights become exercisable. As described above, the Rights are not exercisable
until the Distribution Date. The Rights will expire on January 6, 2007 (the
"Final Expiration Date"), unless the Final Expiration Date is extended or unless
the Rights are earlier redeemed by the Company, in each case, as described
below.
The Purchase Price payable and the number of Common Shares, or other
securities or property, issuable upon exercise of the Rights are subject to
adjustment from time to time (1) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Common
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Shares, (2) upon the grant to holders of the Common Shares of certain rights or
warrants to subscribe for or purchase Common Shares at a price, or securities
convertible into Common Shares with a conversion price, less than the then
current market price of Common Shares, or (3) upon the distribution to holders
of the Common Shares of evidences of indebtedness or assets (excluding regular
periodic cash dividends paid out of earnings or retained earnings or dividends
payable in Common Shares) or of subscription rights or warrants, other than
those referred to above. With certain exceptions, the Company is not required to
adjust the Purchase Price until cumulative adjustments require a change of at
least 1% in the Purchase Price. No fractional Common Shares will be issued and,
in lieu thereof, an adjustment in cash will be made based on the market price of
the Common Shares on the last trading day prior to the date of exercise.
In the event that (1) the Company is acquired in a merger or other
business combination transaction and the Company is not the surviving
corporation, or (2) any person consolidates or merges with the Company and all
or part of the Company's Common Shares are exchanged for securities, cash or
property of any other person, or (3) 50% or more of the Company's consolidated
assets or earning power are sold (collectively, "Flip-Over Events"), proper
provision will be made so that each holder of a Right will thereafter have the
right to receive, upon the exercise thereof at the then current exercise price
of the Right, that number of shares of common stock of the acquiring company
which at the time of such transaction will have a market value of two times the
exercise price of the Right. In the event that (1) an Acquiring Person engages
in certain self-dealing transactions, or (2) a person is declared an Adverse
Person by the Board of Directors of the Company, or (3) a person acquires 15% or
more of the outstanding Common Shares (other than certain persons who are
beneficial owners of 12% or more of the Company's Common Shares on the Record
Date who acquire no more than an additional 10% of the Company's outstanding
Common Shares) (collectively, "Flip-In Events"), proper provision shall be made
so that each holder of a Right, other than Rights beneficially owned by the
Acquiring Person (which will thereafter be void), will thereafter have the right
to receive upon exercise that number of Common Shares having a market value of
two times the exercise price of the Right.
At any time after a person becomes an Acquiring Person, and prior to
the acquisition by such Acquiring Person of 50% or more of the outstanding
Common Shares, the Board of Directors of the Company may exchange the Rights
(other than Rights owned by such person or group which have become void), in
whole or in part, at an exchange ratio of one Common Share per Right, subject to
adjustment.
At any time prior to the tenth calendar day following the date of a
public announcement that a person or group has become an Acquiring Person, the
Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $.01 per Right (the "Redemption Price"). The redemption of
the Rights may be made effective at such time, on such basis and with such
conditions as the Board of Directors in its sole discretion may establish.
Immediately upon any redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
If the Board of Directors' ability to redeem the Rights pursuant to the
Rights Agreement has expired because a person or group has become an Acquiring
Person, but a Flip-Over Event or certain Flip-In Events have not yet occurred,
the redemption right will be reinstated if the Acquiring Person
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disposes of a sufficient number of the Company's Common Shares so that such
person then owns only 10% or less of the outstanding Company's Common Shares and
if certain other conditions are met.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, except that from and
after such time as any person becomes an Acquiring Person no such amendment may
adversely affect the interests of the holders of the Rights.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
As of January 6, 1997, there were 6,681,879 Common Shares issued and
outstanding. One Right will be distributed to shareholders of the Company for
each Common Share owned of record by them on the Record Date. As long as the
Rights are attached to the Common Shares, the Company will issue one Right with
each Common Share that shall become outstanding so that all Common Shares will
have attached Rights. The Company has initially reserved 3,318,121 Common Shares
for issuance upon exercise of Rights.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board of Directors of the Company, except pursuant
to an offer conditioned 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 since the Rights may be redeemed by the
Company at $.01 per Right prior to the time that a person or group has acquired
beneficial ownership of 12% or more of the Common Shares.
The form of Rights Agreement between the Company and Terre Haute First
National Bank(the "Rights Agent") specifying the terms of the Rights, which
includes as Exhibit A the form of Rights Certificate, is attached hereto as
Exhibit 2 and is incorporated herein by reference. The foregoing description of
Rights is qualified by reference to such exhibit.
Item 2. Exhibits.
The exhibits filed herewith or incorporated by reference herein are
listed on the Exhibit Index at page 6 of this Form 8-A.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
filed on its behalf by the undersigned, thereto duly authorized.
FIRST FINANCIAL CORPORATION
By:/s/ Donald E. Smith
-------------------------------
Donald E. Smith,
Chairman and President
Dated: January 6, 1997
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EXHIBIT LIST
II. Exhibits filed with the Commission.
Number Assigned
in Form 8-A Description of Exhibit
1 Form of Rights Certificate, incorporated by reference
to Exhibit A of the Rights Agreement, dated as of
January 6, 1997, between Registrant and Terre Haute
First National Bank, as Rights Agent, filed herewith
as Exhibit 2. Pursuant to the Rights Agreement,
Rights Certificates will not be mailed until as soon
as practicable after the Distribution Date.
2 Rights Agreement, dated as of January 6, 1997,
between Registrant and Terre Haute First National
Bank, as Rights Agent.
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