--------------------------------------------------------------------------------
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.