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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 12, 1996
REGISTRATION NO. 333-03327
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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PRE-EFFECTIVE
AMENDMENT NO. 3*
TO
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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GRAND PREMIER FINANCIAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 6712 36-4077455
(PRIMARY STANDARD (I.R.S.
(STATE OR OTHER INDUSTRIAL EMPLOYERIDENTIFICATION
JURISDICTION OF CLASSIFICATION CODE NO.)
INCORPORATION OR NUMBER)
ORGANIZATION)
486 WEST LIBERTY STREET
WAUCONDA, ILLINOIS 60084-2489
(847) 487-1818
(ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
ROBERT W. HINMAN
486 WEST LIBERTY STREET
WAUCONDA, ILLINOIS 60084-2489
(847) 487-1818
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
WITH COPIES TO:
GARY L. MOWDER THOMAS F. KARABA
SCHIFF HARDIN & WAITE CROWLEY BARRETT & KARABA, LTD.
7200 SEARS TOWER 20 SOUTH CLARK STREET, SUITE 2310
CHICAGO, ILLINOIS 60606 CHICAGO, ILLINOIS 60603
(312) 258-5514 (312) 726-2468
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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*Pre-Effective Amendment No. 3 relates solely to the filing of revised
consents, filed as Exhibits 23.5 and 23.6 herewith.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law, Article Sixth of the
registrant's certificate of incorporation and Article 6 of the registrant's
by-laws provide for indemnification of the registrant's directors and officers
in a variety of circumstances, which may include liabilities under the
Securities Act of 1933, as amended. The general effect of the provisions in
the registrant's certificate of incorporation and by-laws and under the
Delaware General Corporation Law is to provide that the registrant shall
indemnify its directors and officers against all liabilities and expenses
reasonably incurred in connection with the defense or settlement of any
judicial or administrative proceedings in which they become involved by reason
of their status as corporate directors and officers, if they acted in good
faith and in the reasonable belief that their conduct was neither unlawful (in
the case of criminal proceedings) nor inconsistent with the best interests of
the registrant. With respect to legal proceedings by or in the right of the
registrant in which a director or officer is adjudged liable for improper
performance of his duty to the registrant, indemnification is limited by such
provisions to the amount which is permitted by the court.
In addition, pursuant to the Agreement and Plan of Merger, Premier and
Northern Illinois have agreed to use reasonable efforts to obtain, after the
Effective Time of the Merger, insurance coverage as permitted by Delaware law
on behalf of the registrant's directors and officers, which may cover
liabilities under the Securities Act of 1933, as amended. Premier and Northern
Illinois also have agreed to cause the persons serving as directors and
officers of Premier and Northern Illinois to be covered by the directors' and
officers' liability policies maintained by Premier and Northern Illinois,
respectively, or to substitute policies of at least the same coverage, for a
period of three years from the Effective Time with respect to acts or
omissions occurring prior to the effective time which were committed by such
officers and directors in their capacity as officers and directors of Premier
and Northern Illinois.
Article 12 of the form of registrant's restated certificate of
incorporation, which will be adopted at the Effective Time of the Merger
contemplated by this joint proxy statement-prospectus, and Article 6 of the
form of registrant's by-laws, which will be adopted at the Effective Time of
the Merger, provide for indemnification of the registrant's directors and
officers substantially equivalent to the indemnification provisions described
in the preceding paragraph.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES.
(a) The exhibits filed herewith are set forth on the exhibit index filed as
part of this registration statement at page II-5.
(b) Not applicable.
(c) Not applicable. The fairness opinions of Prairie Capital Services, Inc.
and The Chicago Corporation have been included as appendices to the
prospectus.
ITEM 22. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or in the most recent
post-effective amendment thereof) which, individually or
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in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar volume of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed a new registration statement relating
to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes as follows: that prior to any
public reoffering of the securities registered hereunder through use of a
prospectus which is part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c),
the issuer undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.
The registrant undertakes that every prospectus (i) that is filed pursuant
to the paragraph immediately preceding, or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Act and is used in connection with an
offering of securities subject to Rule 415, will be filed as part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or preceding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt
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of such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.
The undersigned registrant hereby undertakes to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in
the registration statement when it became effective.
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS PRE-EFFECTIVE AMENDMENT NO. 3 TO THE REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF FREEPORT, STATE OF ILLINOIS, ON THE 11TH DAY OF
JULY, 1996.
Grand Premier Financial, Inc.
(Registrant)
/s/ Richard L. Geach
By: _________________________________
Richard L. Geach
Chairman of the Board, Chief
Executive Officer and Director
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
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<S> <C>
2.1* Agreement and Plan of Merger, dated January 22, 1996, among Northern Illinois
Financial Services, Premier Financial Services, Inc. and Grand Premier Financial,
Inc.
2.2* First Amendment to Agreement and Plan of Merger, dated March 18, 1996, among
Northern Illinois Financial Services, Premier Financial Services, Inc. and Grand
Premier Financial, Inc.
3.1* Certificate of Incorporation of GPF.
3.2 Form of Amended and Restated Certificate of Incorporation of GPF to be adopted at
the effective time of the Merger (incorporated by reference to Appendix F of the
Joint Proxy Statement-Prospectus).
3.3* By-laws of GPF.
3.4* Form of By-laws of GPF to be adopted at the effective time of the Merger.
4.1* Rights Agreement between Grand Premier Financial, Inc. and Premier Trust Services,
Inc.
5* Opinion of Schiff Hardin & Waite.
8* Opinion of KPMG Peat Marwick LLP.
10.1* Consulting Agreement between Grand National Bank and Howard A. McKee, dated
February 17, 1995.
10.2* Change in Control and Termination Agreement, dated January 20, 1995, between
Premier and Richard L. Geach.
10.3* Change in Control and Termination Agreement, dated January 20, 1995, between
Premier and David L. Murray.
12.1* Statement regarding computation of ratio of earnings to combined fixed charges and
preferred stock dividends for Grand Premier Financial, Inc.
12.2* Statement regarding computation of ratio of earnings to combined fixed charges and
preferred stock dividends for Premier Financial Services, Inc.
23.1* Consent of Hutton Nelson & McDonald LLP.
23.2* Consent of KPMG Peat Marwick LLP.
23.3 Consent of Schiff Hardin & Waite (filed as part of Exhibit 5 and Exhibit 8).
23.4 Consent of KPMG Peat Marwick LLP (filed as part of Exhibit 8).
23.5 Consent of Prairie Capital Services, Inc.
23.6 Consent of The Chicago Corporation.
23.7* Consents of persons named as directors of GPF who have not signed the Registration
Statement.
23.8 Consent of Crowley Barrett & Karaba (filed as part of Exhibit 8).
99.1* Form of Proxy of Northern Illinois Financial Services.
99.2* Form of Proxy of Premier Financial Services, Inc.
99.3 Fairness Opinion of Prairie Capital Services, Inc. (incorporated by reference to
Appendix D of the Joint Proxy Statement-Prospectus).
99.4 Fairness Opinion of The Chicago Corporation (incorporated by reference to Appendix
E of the Joint Proxy Statement-Prospectus).
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*Previously filed.
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EXHIBIT 23.5
CONSENT OF PRAIRIE CAPITAL SERVICES, INC.
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We hereby consent to the use of our opinion letter to the Board of
Directors of Northern Illinois Financial Corporation included as Appendix D to
the Joint Proxy Statement-Prospectus which forms a part of the Registration
Statement on Form S-4 relating to the proposed merger of Northern Illinois
Financial Corporation and Premier Financial Services, Inc., and to the
references to our firm and such opinion in such Joint Proxy Statement-
Prospectus. In giving such consent, we do not admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder, nor do we thereby admit that we are experts with
respect to any part of such Registration Statement within the meaning of the
term "experts" as used in the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder.
PRAIRIE CAPITAL SERVICES, INC.
By: /s/ David E. Downen
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David E. Downen
President
July 11, 1996
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EXHIBIT 23.6
CONSENT OF THE CHICAGO CORPORATION
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We hereby consent to the use of our opinion letter to the Board of
Directors of Premier Financial Services, Inc. included as Appendix E to the
Joint Proxy Statement-Prospectus which forms a part of the Registration
Statement on Form S-4, relating to the proposed merger of Northern Illinois
Financial Corporation, and Premier Financial Services, Inc., and to the
references to our firm and such opinion in such Joint Proxy Statement-
Prospectus. In giving such consent, we do not admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder, nor do we thereby admit that we are experts with
respect to any part of such Registration Statement within the meaning of the
term "experts" as used in the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder.
THE CHICAGO CORPORATION
July 11, 1996
