As filed with the Securities and Exchange Commission on September 9, 1996
Registration No. 333-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
GRAND PREMIER FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-4077455
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
486 West Liberty Street
Wauconda, Illinois 60084-2489
(Address of principal executive offices, including zip code)
GRAND PREMIER FINANCIAL, INC. 1996 NON-QUALIFIED STOCK OPTION PLAN
PREMIER FINANCIAL SERVICES, INC. 1995 NON-QUALIFIED STOCK OPTION PLAN
(Full title of the plans)
DAVID L. MURRAY
SENIOR EXECUTIVE VICE PRESIDENT
GRAND PREMIER FINANCIAL, INC.
486 WEST LIBERTY STREET
WAUCONDA, ILLINOIS 60084-2489
(Name and address of agent for service)
(847) 487-1818
(Telephone number, including area code, of agent for service)
WITH A COPY TO:
GARY L. MOWDER THOMAS F. KARABA
SCHIFF HARDIN & WAITE CROWLEY BARRETT & KARABA, LTD.
7200 SEARS TOWER 20 SOUTH CLARK STREET, SUITE 23
CHICAGO, ILLINOIS 60606 CHICAGO, ILLINOIS 60606
(312) 258-5514 (312) 726-2468
*---------------------------------*
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Amount maximum maximum
Title of Securities to be Registered to be offering price aggregate Amount of
registered per share offering price registration fee
(1) (1) (1)
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per share, 475,000 $11.69 $5,552,750 $1,914.74
including associated Preferred Stock
Purchase Rights
(1) Estimated on the basis of $11.69 per share, the average of the high
and low sales prices as quoted on The Nasdaq Stock Market's National
Market on September 5, 1996, pursuant to Rule 457(h) and 457(c).
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by Grand Premier
Financial, Inc. (the "Registrant") are incorporated herein by reference:
(a) The final prospectus filed pursuant to Rule 424(b)(3) and
included in the Registration Statement on Form S-4 of the
Registrant, File No. 333-03327, effective July 12, 1996;
(b) The Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1996;
(c) The Registrant's Current Report on Form 8-K, dated August 22,
1996; and
(d) The description of the Registrant's Common Stock, $0.01 per
share (the "Common Stock") and the Preferred Stock Purchase
Rights contained in the final prospectus filed pursuant to Rule
424(b)(3) and included in the Registrant's Registration
Statement on Form S-4, File No. 333-03327, effective July 12,
1996.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.
Any statement contained herein or in a document incorporated by
reference or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration
statement to the extent that such statement is modified or superseded by
any other subsequently filed document which is incorporated or is deemed
to be incorporated by reference herein. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the General Corporation Law of the State of Delaware (the
"Delaware Law"), directors and officers as well as other employees and
individuals may be indemnified against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement in connection with
<PAGE>
specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the right
of the corporation (a "Derivative Action")) if they acted in good faith
and in a manner they reasonably believed to be in or not opposed to the
best interests of the company, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe their conduct was
unlawful. A similar standard of care is applicable in the case of a
Derivative Action, except that indemnification only extends to expenses
(including attorney's fees) incurred in connection with the defense or
settlement of such an action, and the Delaware Law requires court
approval before there can be any indemnification where the person seeking
indemnification has been found liable to the company.
Article 12 of the Amended and Restated Certificate of
Incorporation of the Registrant provides that the Registrant shall
indemnify each person who is or was a director or officer of the
Registrant or serves as a director or officer of another enterprise at
the request of the Registrant, in accordance with, and to the fullest
extent authorized, by the Delaware Law.
Article 6 of the Restated By-laws of the Registrant ("Article
6") provides that to the extent to which it is empowered under the
Delaware Law or any other applicable law, the Registrant shall indemnify
any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative by reason of the fact
that such person is or was a director or officer of the Registrant or is
or was serving at the request of the Registrant as a director or officer
of another corporation, partnership, joint venture, trust or other
enterprise, against all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by
such person in connection with such action, suit or proceeding.
Article 6 further provides that expenses incurred by an officer
or director in defending a civil or criminal action, suit or proceeding
shall be paid by the Registrant in advance of the final disposition of
such action, suit or proceeding, upon receipt of an undertaking by or on
behalf of the director or officer to repay such amount if it shall be
ultimately determined that he is not entitled to be indemnified under the
Delaware Law. The indemnification and advancement of expenses provided
by Article 6 shall continue as to a person who has ceased to be a
director or officer and shall inure to the benefit of the heirs,
executors and administrators of such a person.
The Registrant has arranged for directors and officers'
liability insurance which, subject to certain policy limits, deductible
amounts and exclusions, insures directors and officers of the Registrant
for liabilities incurred as a result of acts committed in their capacity
as directors and officers or claims made against them by reason of their
status as directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<PAGE>
The exhibits filed herewith or incorporated by reference herein
are set forth in the Exhibit Index filed as part of this
registration statement.
ITEM 9. 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 the most recent post-
effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in
the information set forth in the 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;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference 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
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
<PAGE>
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 proceeding)
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.
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Wauconda,
State of Illinois, on this 6th day of September, 1996.
GRAND PREMIER FINANCIAL, INC.
(Registrant)
By: /s/ Richard L. Geach
----------------------------
Richard L. Geach
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below appoints Richard L.
Geach and Robert W. Hinman, or either of them, as such person's true and
lawful attorneys to execute in the name of each such person, and to file,
any amendments to this registration statement that either of such
attorneys may deem necessary or desirable to enable the Registrant to
comply with the Securities Act of 1933, as amended, and any rules,
regulations, and requirements of the Securities and Exchange Commission
with respect thereto, in connection with the registration of the shares
of Common Stock (including the associated Preferred Stock Purchase
Rights) that are subject to this registration statement, which amendments
may make such changes in such registration statement as either of the
above-named attorneys deems appropriate, and to comply with the
undertakings of the Registrant made in connection with this registration
statement; and each of the undersigned hereby ratifies all that either of
said attorneys will do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Richard L. Geach Chief Executive August 29, 1996
---------------------- Officer and Director
Richard L. Geach (Principal Executive Officer)
/s/ David L. Murray Senior Executive Vice August 29, 1996
---------------------- President and Chief Financial
David L. Murray Officer and Director
(Principal Financial and
Accounting Officer)
/s/ Jean M. Barry Director August 29, 1996
----------------------
Jean M. Barry
<PAGE>
/s/ Donald E. Bitz Director August 29, 1996
----------------------
Donald E. Bitz
/s/ Harry J. Bystricky Director August 29, 1996
----------------------
Harry J. Bystricky
/s/ Frank J. Callero Director August 29, 1996
----------------------
Frank J. Callero
/s/ Alan J. Emerick Director August 29, 1996
----------------------
Alan J. Emerick
/s/ Brenton J. Emerick Director August 29, 1996
----------------------
Brenton J. Emerick
/s/ James Esposito Director August 29, 1996
----------------------
James Esposito
/s/ R. Gerald Fox Director August 29, 1996
----------------------
R. Gerald Fox
/s/ Robert W. Hinman Director August 29, 1996
----------------------
Robert W. Hinman
/s/ Edward G. Maris Director August 29, 1996
----------------------
Edward G. Maris
/s/ Howard A. McKee Director August 29, 1996
----------------------
Howard A. McKee
/s/ H. Barry Musgrove Director August 29, 1996
----------------------
H. Barry Musgrove
/s/ Joseph C. Piland Director August 29, 1996
----------------------
Joseph C. Piland
/s/ Stephen J. Schostok Director August 29, 1996
----------------------
Stephen J. Schostok
<PAGE>
EXHIBIT INDEX
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
4.1 Grand Premier Financial, Inc. 1996 Non-Qualified
Stock Option Plan
4.2 Premier Financial Services, Inc. 1995 Non-Qualified
Stock Option Plan
5 Opinion of Schiff Hardin & Waite
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Hutton Nelson & McDonald LLP
23.3 Consent of Schiff Hardin & Waite (contained in their
opinion filed as Exhibit 5)
24 Powers of Attorney (contained on the signature pages
hereto)
EXHIBIT 4.1
GRAND PREMIER FINANCIAL, INC.
1996 NON-QUALIFIED STOCK OPTION PLAN
------------------------------------
<PAGE>
GRAND PREMIER FINANCIAL, INC.
1996 NON-QUALIFIED STOCK OPTION PLAN
------------------------------------
SECTION 1. ESTABLISHMENT. GRAND PREMIER FINANCIAL, INC. (the
"Company"), a Delaware corporation, hereby establishes the Grand Premier
Financial, Inc. 1996 Non-Qualified Stock Option Plan (the "Plan")
pursuant to which key employees of the Company and its Subsidiaries may
be granted options to purchase shares of common stock of the Company, par
value $0.01 per share ("Common Stock").
SECTION 2. PURPOSE. The purpose of the Plan is to provide a means
whereby key employees of the Company or any Subsidiary may be given the
opportunity to purchase stock of the Company through options to acquire
Common Stock. The Plan is intended to advance the interests of the
Company by encouraging stock ownership or additional stock ownership by
key employees of the Company or any Subsidiary and to advance the
interests of the Company by strengthening its ability to hire and retain
highly qualified personnel, and to give such personnel added incentive to
devote themselves to the future success of the Company. Options granted
under this Plan ("Options") are not intended to qualify as incentive
stock options within the meaning of Section 422 of the Internal Revenue
Code.
SECTION 3. ELIGIBILITY. All key employees of the Company or any of
its Subsidiaries, who have substantial management responsibilities and
are employed at the time of the adoption of this Plan or thereafter,
shall be eligible to be granted Options to purchase shares of Common
Stock under this Plan. Whether a key employee becomes an Optionee under
this Plan shall be determined in accordance with Section 6. A
"Subsidiary" is any entity of which the Company is the direct or indirect
owner of not less than eighty percent (80%) of all issued and outstanding
equity interests.
SECTION 4. NUMBER OF SHARES COVERED BY OPTIONS. The total number
of shares of Common Stock that may be issued and sold pursuant to Options
granted under this Plan initially shall be 400,000. The total number of
shares of Common Stock that may be available for Options under the Plan
shall be adjusted on January 1 of each calendar year, within the
Applicable Period (as defined below), so that the total number of shares
of Common Stock that may be issued and sold under the Plan as of January
1 of each calendar year within the Applicable Period shall be equal to
four percent (4%) of the outstanding shares of Common Stock of the
Company on such date; provided, however, that no such adjustment shall
reduce the total number of shares of Common Stock that may be issued and
sold under the Plan below 400,000. For purposes of the preceding
sentence, Applicable Period shall be the ten-year period commencing on
August 22, 1996 and ending on August 22, 2006. The Stock to be optioned
under the Plan may be either authorized and unissued shares or issued
shares that shall have been reacquired by the Company. Such shares are
subject to adjustment in accordance with the provisions of Section 8
hereof. The shares involved in the unexercised portion of any terminated
or expired Options under the Plan may again be Optioned under the Plan.
<PAGE>
SECTION 5. ADMINISTRATION. The Plan shall be administered by the
Compensation Committee of the Board of Directors of the Company (the
"Committee"). The Committee shall be comprised of two (2) or more
members of the Board. All members of the Committee shall be "Non-
Employee Directors" within the meaning of Rule 16b-3(b)(3) promulgated
under the Securities Exchange Act of 1934, as amended (the "1934 Act"),
or any successor rule or regulation. If at any time any member of the
Committee does not constitute a "Non-Employee Director" within the
meaning of such rule, no Options shall be granted under this Plan to any
person until such time as all members of the Committee satisfy such
requirements.
No person, other than members of the Committee, shall have any
authority concerning decisions regarding the Plan. Subject to the
express provisions of this Plan, the Committee shall have sole discretion
concerning all matters relating to the Plan and Options granted
hereunder. The Committee, in its sole discretion, shall determine the
key employees of the Company and its Subsidiaries to whom, and the time
or times at which Options will be granted, the number of shares to be
subject to each Option, the expiration date of each Option, the time or
times within which the Option may be exercised, the cancellation of the
Option (with the consent of the holder thereof) and the other terms and
conditions of the grant of the Option. The terms and conditions of the
Options need not be the same with respect to each Optionee or with
respect to each Option.
The Committee may, subject to the provisions of the Plan, establish
such rules and regulations as it deems necessary or advisable for the
proper administration of the Plan, and may make determinations and may
take such other action in connection with or in relation to the Plan as
it deems necessary or advisable. Each determination or other action made
or taken pursuant to the Plan, including interpretation of the Plan and
the specific terms and conditions of the Options granted hereunder by the
Committee shall be final and conclusive for all purposes and upon all
persons including, but without limitation, the Company, its Subsidiaries,
the Committee, the Board, officers and the affected employees of the
Company and/or its Subsidiaries and their respective successors in
interest.
SECTION 6. GRANTING OF OPTIONS. Subject to the provisions of this
Plan, the Committee may, within ten years from the date this Plan is
adopted from time to time grant Options to any key employee ("Optionee")
for such number of shares of Common Stock and upon such terms and
conditions as in the judgment of the Committee shall be desirable.
Nothing contained in this Plan shall be deemed to give any employee any
right to be granted an Option to purchase shares of Common Stock except
to the extent and upon such terms and conditions as may be determined by
the Committee.
SECTION 7. TERMS OF OPTIONS. Each Option granted under this Plan
shall be evidenced by an agreement ("Stock Option Agreement") that shall
be executed by the President of the Company and by the key employee to
whom such Option is granted, and shall be subject to the following terms
and conditions:
(a) The price at which each share of Common Stock covered by each
Option may be purchased shall be determined in each case on the date
of grant by the Committee, but shall not be less than the Fair
<PAGE>
Market Value of shares of Common Stock at the time the Option is
granted. For purposes of this Section, the "Fair Market Value" of
shares of Common Stock on the date of grant shall be: (i) the
average of the high and low sales prices per share of Common Stock
as reported on The Nasdaq Stock Market's National Market ("Nasdaq")
on the date of grant; or (ii) if no sales are reported for such
date, the average of the bid and asked prices per share of Common
Stock as quoted on Nasdaq on the date of grant, or as otherwise
determined by the Committee in its discretion.
(b) Except as otherwise provided in the Plan or in any Option
Agreement, the Optionee shall pay the purchase price of the shares
of Common Stock upon exercise of any Option: (i) in cash; (ii) in
cash received from a broker-dealer to whom the Optionee has
submitted an exercise notice consisting of a fully endorsed Option
(however, in the case of an Optionee subject to Section 16 of the
1934 Act, this payment Option shall only be available to the extent
such insider complies with Regulation T issued by the Federal
Reserve Board); (iii) by delivering shares of Common Stock having an
aggregate Fair Market Value on the date of exercise equal to the
Option exercise price; (iv) by directing the Company to withhold
such number of shares of Common Stock otherwise issuable upon
exercise of such Option having an aggregate Fair Market Value on the
date of exercise equal to the Option exercise price; (v) by such
other medium of payment as the Committee, in its discretion, shall
authorize at the time of grant; or (vi) by any combination of (i),
(ii), (iii), (iv) and (v). In the case of an election pursuant to
(i) or (ii) above, cash shall mean cash or a check issued by a
federally insured bank or savings and loan, and made payable to the
Company. In the case of payment pursuant to (ii), (iii) or (iv)
above, the Optionee's election must be made on or prior to the date
of exercise and shall be irrevocable. The Company shall issue, in
the name of the Optionee, stock certificates representing the total
number of shares of Common Stock issuable pursuant to the exercise
of any Option as soon as reasonably practicable after such exercise,
provided that any shares of Common Stock purchased by an Optionee
through a broker-dealer pursuant to clause (ii) above shall be
delivered to such broker-dealer in accordance with 12 C.F.R.
<section>220.3(e)(4) or other applicable provision of law.
(c) Each Stock Option Agreement shall provide that such Option may
be exercised by the Optionee in such parts and at such times as may
be specified in such Agreement. Any Option granted hereunder shall
expire not later than the first to occur of the following:
(i) The expiration of ten years from the date such Option is
granted (hereinafter called the "Option Period").
(ii) The expiration of three months after the date of either:
(A) the retirement of the Optionee under any retirement plan of
the Company or any Subsidiary; or (B) the termination of the
employment of the Optionee with the Company or any Subsidiary
due to total and permanent disability. The Committee of the
Company may provide by resolution, however, that any terms of
this subparagraph (ii) of paragraph (c) shall not apply to any
Option or portion of an Option.
<PAGE>
(iii) The expiration of the period of six months after the
date of the Optionee's death.
(iv) The expiration of the Option Period, by the person or
persons entitled to do so under the Optionee's will, or, if the
Optionee shall fail to make testamentary disposition of said
Option, or shall die intestate, by the Optionee's legal
representative or representatives.
(v) The termination of employment of the Optionee with the
Company or any Subsidiary for a reason other than those
expressed in subparagraphs (ii) and (iii) of this paragraph
(c).
(d) Notwithstanding anything herein to the contrary, no Option
granted under the Plan prior to approval of the Plan by the
stockholders may be exercised before such approval, and in the event
this Plan is disapproved by the stockholders, then any Option
granted hereunder shall become null and void.
(e) Each Option and right granted under this Plan shall by its
terms be non-transferable by the Optionee except to their trust, by
will or by the laws of descent and distribution, or pursuant to a
qualified domestic relations order (as defined in the Employee
Retirement Income Security Act of 1974, as amended), and each Option
or right shall be exercisable during the Optionee's lifetime only by
him. Notwithstanding the preceding sentence, an Option Agreement
may permit an Optionee, at any time prior to his death, to assign
all or any portion of an Option granted to him to: (i) his spouse or
lineal descendant; (ii) the trustee of a trust for the primary
benefit of his spouse or lineal descendant; or (iii) a partnership
of which his spouse and lineal descendants are the only partners.
In such event, the spouse, lineal descendant, trustee or partnership
will be entitled to all of the rights of the Optionee with respect
to the assigned portion of such Option, and such portion of the
Option will continue to be subject to all of the terms, conditions
and restrictions applicable to the Option, as set forth herein and
in the related Option Agreement immediately prior to the effective
date of the assignment. Any such assignment will be permitted only
if: (i) the Optionee does not receive any consideration therefore;
and (ii) the assignment is expressly permitted by the applicable
Agreement as approved by the Committee. Any such assignment shall
be evidenced by an appropriate written document executed by the
Optionee, and a copy thereof shall be delivered to the Company on or
prior to the effective date of the assignment.
(f) The Stock Option Agreement entered into pursuant hereto may
contain such other terms, provisions and conditions not inconsistent
herewith as shall be determined by the Committee including, without
limitation, provisions: (i) requiring the giving of satisfactory
assurances by the Optionee that the shares are purchased for
investment and not with a view to resale in connection with the
distribution of such shares, and will not be transferred in
violation of applicable securities laws; (ii) restricting the
transferability of such shares during a specific period; and (iii)
requiring the resale of such shares to the Company at the Option
price if the employment of the Optionee terminates prior to a
specified time.
<PAGE>
SECTION 8. ADJUSTMENT OF NUMBER OF SHARES. In the event that a
dividend shall be declared upon the shares of Common Stock payable in
shares of Common Stock, the number of shares of Common Stock then subject
to any Option granted hereunder and the number of shares reserved for
issuance pursuant to this Plan but not yet covered by an Option, shall be
adjusted by adding to each of such shares the number of shares which
would be distributable thereon if such share had been outstanding on the
date fixed for determining the stockholders entitled to receive such
stock dividend. In the event that the outstanding shares of Common Stock
shall be changed into or exchanged for a different number or kind of
shares of stock or other securities of the Company or of another
corporation, whether through reorganization, recapitalization, stock
split-up, combination of shares, merger or consolidation then there shall
be substituted for each share of Common Stock subject to any such Option
and for each share of Common Stock reserved for issuance pursuant to the
Plan but not yet covered by an Option, the number and kind of shares of
stock or other securities into which each outstanding share of Common
Stock shall be so changed or for which each such share shall be
exchanged; provided, however, that in the event that such change or
exchange results from a merger or consolidation, and in the judgment of
the Committee such substitution cannot be effected or would be
inappropriate, or if the Company shall sell all or substantially all of
its assets, the Company shall use reasonable efforts to effect some other
adjustment of each then outstanding Option which the Committee, in its
sole discretion, shall deem equitable. In the event that there shall be
any change, other than as specified above in this Section 8, in the
number of kind of outstanding shares of Common Stock, then if the
Committee shall determine that such change equitably requires an
adjustment in the number or kind of shares theretofore reserved for
issuance pursuant to the Plan but not yet covered by an Option and of the
shares of Common Stock then subject to an Option or Options, such
adjustment shall be made by the Committee and shall be effective and
binding for all purposes of this Plan and of each Stock Option Agreement.
In the case of any such substitution or adjustment as provided for in
this Section, the Option price in each Stock Option Agreement for each
share covered thereby prior to such substitution or adjustment will be
the Option price for all shares of stock or other securities which shall
have been substituted for such shares or to which such share shall have
been adjusted pursuant to this Section. No adjustment or substitution
provided for in this Section 8 shall require the Company, in any Stock
Option Agreement, to sell a fractional share, and the total substitution
or adjustment with respect to each Stock Option Agreement shall be
limited accordingly.
SECTION 9. AMENDMENTS. This Plan may be terminated or amended from
time to time by vote of the Board of Directors, without the approval of
the stockholders of the Company to the extent allowed by law. No
amendment or termination of the Plan shall in any manner affect any
Option theretofore granted without the consent of the Optionee, except
that the Board of Directors may amend the Plan in a manner that does
affect Options theretofore granted upon a finding by the Board of
Directors that such amendment is in the best interest of holders of
outstanding Options affected thereby.
SECTION 10. CHANGE IN CONTROL. Notwithstanding the provisions of
the Plan or any Option Agreement evidencing Options granted hereunder,
upon a Change in Control of the Company (as defined below) all
outstanding Options shall become fully exercisable and all restrictions
<PAGE>
thereon shall terminate in order that Optionees may fully realize the
benefits thereunder. Further, in addition to the Committee's authority
set forth in Section 5, the Committee, as constituted before such Change
in Control, is authorized, and has sole discretion, as to any Option,
either at the time such Option is granted hereunder or any time
thereafter, to take any one or more of the following actions: (a)
provide for the purchase of any such Option, upon the Optionee's request,
for an amount of cash equal to the difference between the exercise price
and the then Fair Market Value of the Common Stock covered thereby had
such Option been currently exercisable; (b) make such adjustment to any
such Option then outstanding as the Committee deems appropriate to
reflect such Change in Control; and (c) cause any such Option then
outstanding to be assumed, by the acquiring or surviving corporation,
after such Change in Control.
For purposes of this Plan, a "Change in Control" of the Company
shall be deemed to have occurred if or upon:
(a) The acquisition by any individual, entity or group (a
"Person"), including any "person" within the meaning of Sections
13(d)(3) or 14(d)(2) of the 1934 Act, of beneficial ownership within
the meaning of Rule 13d-3 promulgated under the 1934 Act of 20% or
more of either (i) the then outstanding shares of Common Stock of
the Company (the "Outstanding Company Common Stock") or (ii) the
combined voting power of the then outstanding securities of the
Company entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); PROVIDED, HOWEVER, that
the following acquisitions shall not constitute a Change in Control:
(A) any acquisition resulting directly from the conversion of shares
of Northern Illinois Common Stock into shares of Common Stock
pursuant to the Agreement and Plan of Merger, dated January 22,
1996, among the Company, Premier Financial Services, Inc. and
Northern Illinois Financial Corporation, as amended by the First
Amendment thereto, dated March 18, 1996, and the Second Amendment
thereto, dated as of August 15, 1996 (the "Merger Agreement"), (B)
any subsequent acquisition of shares of Common Stock acquired
pursuant to the Merger Agreement that is permitted under Section
1(b) of the Rights Agreement, dated as of July 8, 1996, between the
Company and Premier Trust Services, Inc. (the "Rights Agreement"),
without rendering the Person effecting such acquisition an
"Acquiring Person" for purposes of the Rights Agreement, (C) any
acquisition directly from the Company (excluding any acquisition
resulting from the exercise of a conversion or exchange privilege in
respect of outstanding convertible or exchangeable securities), (D)
any acquisition by the Company, (E) any acquisition by an employee
benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company or (F) any
acquisition by any corporation pursuant to a reorganization, merger
or consolidation involving the Company, if immediately after such
reorganization, merger or consolidation, each of the conditions
described in clauses (i), (ii) and (iii) of subsection (3) of this
Section 8 shall be satisfied; and PROVIDED FURTHER that, for
purposes of clause (D), if any Person (other than the Company or any
employee benefit plan (or related trust) sponsored or maintained by
the Company or any corporation controlled by the Company) shall
become the beneficial owner of 20% or more of the Outstanding
Company Common Stock or 20% or more of the Outstanding Company
Voting Securities by reason of an acquisition by the Company and
<PAGE>
such Person shall, after such acquisition by the Company, become the
beneficial owner of any additional shares of the Outstanding Company
Common Stock or any additional Outstanding Company Voting Securities
and such beneficial ownership is publicly announced, such additional
beneficial ownership shall constitute a Change in Control;
(b) individuals who, as of the date hereof, constitute the Board
(the "Incumbent Board") cease for any reason to constitute at least
a majority of such Board; PROVIDED, HOWEVER, that any individual who
becomes a director of the Company subsequent to the date hereof
whose election, or nomination for election by the Company's
stockholders, was approved by the vote of at least a majority of the
directors then comprising the Incumbent Board shall be deemed to
have been a member of the Incumbent Board; and PROVIDED FURTHER,
that no individual who was initially elected as a director of the
Company as a result of an actual or threatened election contest, as
such terms are used in Rule 14a-11 of Regulation 14A promulgated
under the 1934 Act, or any other actual or threatened solicitation
of proxies or consents by or on behalf of any Person other than the
Board shall be deemed to have been a member of the Incumbent Board;
(c) approval by the stockholders of the Company of a
reorganization, merger or consolidation unless, in any such case,
immediately after such reorganization, merger or consolidation, (i)
more than 60% of the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger or
consolidation and more than 60% of the combined voting power of the
then outstanding securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the
individuals or entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and the
Outstanding Company Voting Securities immediately prior to such
reorganization, merger or consolidation and in substantially the
same proportions relative to each other as their ownership,
immediately prior to such reorganization, merger or consolidation,
of the Outstanding Company Common Stock and the Outstanding Company
Voting Securities, as the case may be, (ii) no Person (other than
the Company, any employee benefit plan (or related trust) sponsored
or maintained by the Company or the corporation resulting from such
reorganization, merger or consolidation (or any corporation
controlled by the Company) and any Person which beneficially owned,
immediately prior to such reorganization, merger or consolidation,
directly or indirectly, 20% or more of the Outstanding Company
Common Stock or the Outstanding Company Voting Securities, as the
case may be) beneficially owns, directly or indirectly, 20% or more
of the then outstanding shares of common stock of such corporation
or 20% or more of the combined voting power of the then outstanding
securities of such corporation entitled to vote generally in the
election of directors and (iii) at least a majority of the members
of the board of directors of the corporation resulting from such
reorganization, merger or consolidation were members of the
Incumbent Board at the time of the execution of the initial
agreement or action of the Board providing for such reorganization,
merger or consolidation; or
<PAGE>
(d) approval by the stockholders of the Company of (i) a plan of
complete liquidation or dissolution of the Company or (ii) the sale
or other disposition of all or substantially all of the assets of
the Company other than to a corporation with respect to which,
immediately after such sale or other disposition, (A) more than 60%
of the then outstanding shares of common stock thereof and more than
60% of the combined voting power of the then outstanding securities
thereof entitled to vote generally in the election of directors is
then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company Common
Stock and the Outstanding Company Voting Securities immediately
prior to such sale or other disposition and in substantially the
same proportions relative to each other as their ownership,
immediately prior to such sale or other disposition, of the
Outstanding Company Common Stock and the Outstanding Company Voting
Securities, as the case may be, (B) no Person (other than the
Company, any employee benefit plan (or related trust) sponsored or
maintained by the Company or such corporation (or any corporation
controlled by the Company) and any Person which beneficially owned
immediately prior to such sale or other disposition, directly or
indirectly, 20% or more of the Outstanding Company Common Stock or
the Outstanding Company Voting Securities, as the case may be)
beneficially owns, directly or indirectly, 20% or more of the then
outstanding shares of common stock thereof or 20% or more of the
combined voting power of the then outstanding securities thereof
entitled to vote generally in the election of directors and (C) at
least a majority of the members of the board of directors thereof
were members of the Incumbent Board at the time of the execution of
the initial agreement or action of the Board providing for such sale
or other disposition.
The Board of Directors may otherwise accelerate the Commencement Date for
the Exercise Period (as such terms are defined in the applicable Option
Agreement) of an Option or any part thereof at such other times or upon
such other occasions, including, but not limited to, anticipation of an
event described in Section 10 of the Plan, as the Board of Directors in
its sole discretion determines is appropriate.
SECTION 11. EFFECTIVE DATE. The Plan was adopted by the Board of
Directors of the Company on August 20, 1996, and authorized for
submission to the stockholders of the Company. If the Plan is approved
by the unanimous written consent of the stockholders or by the
affirmative vote of a majority of the shares of the voting stock of the
Company entitled to be voted by the holders of stock represented at a
duly held stockholders' meeting, it shall be become effective, or be
deemed to have become effective, as of August 22, 1996. Options may be
granted under the Plan prior, but subject, to approval of the Plan by
stockholders of the Company and, in each such case, the date of grant
shall be determined without reference to the date of approval of the Plan
by the stockholders of the Company.
SECTION 12. TERMINATION. The Plan shall terminate as of August 22,
2006; provided however, that the Board of Directors may terminate the
Plan at any time prior thereto. Termination of the Plan shall not impair
any of the rights or obligations under any Option granted under the Plan
without the consent of the Optionee.
<PAGE>
SECTION 13. EMPLOYMENT STATUS. The transfer of employment from the
Company to a Subsidiary of the Company, or from a Subsidiary to the
Company, or from a Subsidiary to another Subsidiary, shall not constitute
a termination of employment for the purpose of the Plan. Options granted
under the Plan shall not be affected by any change of status in
connection with the employment of the Optionee or by leave of absence
authorized by the Company or a Subsidiary.
SECTION 14. PROCEEDS FROM SALE OF STOCK. Proceeds from the sale of
Common Stock issued upon the exercise of Options granted pursuant to the
Plan shall be added to the general funds of the Company.
SECTION 15. EXEMPTION FROM LIABILITY. The members of the Committee
and of the Board of Directors of the Company and each of them, shall be
free from all liability, joint or several, for their acts, omissions and
conduct, and for the acts, omissions and conduct of their duly
constituted agents, in carrying out the responsibilities of said Board of
Directors under the Plan, and the Company shall indemnify and save them
and each of them harmless from the effects and consequences of their
acts, omissions and conduct in their official capacity, except to the
extent that such effects and consequences shall result from their own
willful misconduct.
No member of the Committee shall, in the absence of bad faith, be
liable for any act or omission with respect to service on the Committee.
Service on the Committee shall constitute service as a Director of the
Company so that members of the Committee shall be entitled to
indemnification pursuant to the Company's Certificate of Incorporation
and By-Laws.
SECTION 16. RIGHT TO REPURCHASE. In the event a person who has
acquired Common Stock pursuant to an Option granted under the Plan offers
to sell shares of such Stock, the Company shall have the first right of
purchase. Such person shall make a written offer to the Company and the
Company shall have first right of purchase, and if it exercises this
right, and so long as its stock is traded over-the-counter, the amount
payable for each share of Common Stock shall be the mean of the bid and
ask prices as of the most recently published quotation of the bid and ask
prices prior to the date of offer to sell as such published quotation is
evidenced in the Midwest Edition of The Wall Street Journal for such
Stock. If the Company wishes to exercise its right to purchase, the
Company must express its decision in a written statement signed by an
official representative of the Company and the statement must be
delivered to the person offering the Common Stock within two regular
business days from the date the person offers to sell the Stock.
SECTION 17. GOVERNING LAWS. The Plan shall be construed,
administered and governed in all respects under and by the Laws of the
State of Illinois. Each Option Agreement granted under the Plan shall be
construed, administered and governed in all respects under and by the
laws of the State of Illinois.
<PAGE>
SECTION 18. ADOPTION BY SUBSIDIARIES. Any Subsidiary of the
Company may adopt the Plan by means of a resolution of such Subsidiary's
board of directors for the benefit of its key employees; provided,
however, such adoption must have a prior approval of the Board of
Directors of the Company as evidenced by a resolution of the Board.
SECTION 19. TAXES. At the time of the exercise of any Option, as a
condition of the exercise of such Option, the Company may require the
Optionee to pay the Company an amount equal to the amount of the tax the
Company or any Subsidiary may be required to withhold to obtain a
deduction for federal and state income tax purposes as a result of the
exercise of such Option by the Optionee or to comply with applicable law.
EXHIBIT 4.2
PREMIER FINANCIAL SERVICES, INC.
1995 NON-QUALIFIED STOCK OPTION PLAN
------------------------------------
<PAGE>
PREMIER FINANCIAL SERVICES, INC.
1995 NON-QUALIFIED STOCK OPTION PLAN
------------------------------------
SECTION 1. ESTABLISHMENT. PREMIER FINANCIAL SERVICES, INC. (the
"Company"), a Delaware corporation, hereby establishes the Premier
Financial Services, Inc. 1995 Non-Qualified Stock Option Plan (the
"Plan") pursuant to which key employees of the Company and its
Subsidiaries may be granted options to purchase shares of common stock
of the Company, par value $5.00 per share ("Common Stock").
SECTION 2. PURPOSE. The purpose of the Plan is to provide a
means whereby key employees of the Company or any Subsidiary may be
given the opportunity to purchase stock of the Company through options
to acquire Common Stock. The Plan is intended to advance the
interests of the Company by encouraging stock ownership or additional
stock ownership by key employees of the Company or any Subsidiary and
to advance the interests of the Company by strengthening its ability
to hire and retain highly qualified personnel, and to give such
personnel added incentive to devote themselves to the future success
of the Company. Options granted under this Plan ("Options") are not
intended to qualify as incentive stock options within the meaning of
Section 422 of the Internal Revenue Code.
SECTION 3. ELIGIBILITY. All key employees of the Company or any
of its Subsidiaries, who have substantial management responsibilities
and are employed at the time of the adoption of this Plan or
thereafter, shall be eligible to be granted Options to purchase shares
of Common Stock under this Plan. Whether a key employee becomes an
Optionee under this Plan shall be determined in accordance with
Section 6. A "Subsidiary" is any entity of which the Company is the
direct or indirect owner of not less than eighty percent (80%) of all
issued and outstanding equity interests.
SECTION 4. NUMBER OF SHARES COVERED BY OPTIONS. The total
number of shares of Common Stock that may be issued and sold pursuant
to Options granted under this Plan initially shall be 200,000. The
total number of shares of Common Stock that may be available for
Options under the Plan shall be adjusted on January 1 of each calendar
year, within the Applicable Period (as defined below), so that the
total number of shares of Common Stock that may be issued and sold
under the Plan as of January 1 of each calendar year within the
Applicable Period shall be equal to four percent (4%) of the
outstanding shares of Common Stock of the Company on such date;
provided, however, that no such adjustment shall reduce the total
number of shares of Common Stock that may be issued and sold under the
Plan below 200,000. For purposes of the preceding sentence,
Applicable Period shall be the ten-year period commencing on January
1, 1995 and ending on December 31, 2004. The Stock to be optioned
under the Plan may be either authorized and unissued shares or issued
shares that shall have been reacquired by the Company. Such shares
are subject to adjustment in accordance with the provisions of Section
8 hereof. The shares involved in the unexercised portion of any
<PAGE>
terminated or expired Options under the Plan may again be Optioned
under the Plan.
SECTION 5. ADMINISTRATION. The Plan shall be administered by
the Compensation Committee of the Board of Directors of the Company
(the "Committee"). The Committee shall be comprised of two (2) or
more members of the Board. All members of the Committee shall satisfy
the "disinterested" administration requirements set forth in Rule 16b-
3 promulgated under the Securities Exchange Act of 1934, as amended
(the "1934 Act"), or any successor rule or regulation. If at any time
any member of the Committee does not satisfy such disinterested
administration requirements, no Options shall be granted under this
Plan to any person until such time as all members of the Committee
satisfy such requirements. No person who is an officer or employee of
the Company or any Subsidiary shall be a member of the Committee.
No person, other than members of the Committee, shall have any
authority concerning decisions regarding the Plan. Subject to the
express provisions of this Plan, the Committee shall have sole
discretion concerning all matters relating to the Plan and Options
granted hereunder. The Committee, in its sole discretion, shall
determine the key employees of the Company and its Subsidiaries to
whom, and the time or times at which Options will be granted, the
number of shares to be subject to each Option, the expiration date of
each Option, the time or times within which the Option may be
exercised, the cancellation of the Option (with the consent of the
holder thereof) and the other terms and conditions of the grant of the
Option. The terms and conditions of the Options need not be the same
with respect to each Optionee or with respect to each Option.
The Committee may, subject to the provisions of the Plan,
establish such rules and regulations as it deems necessary or
advisable for the proper administration of the Plan, and may make
determinations and may take such other action in connection with or in
relation to the Plan as it deems necessary or advisable. Each
determination or other action made or taken pursuant to the Plan,
including interpretation of the Plan and the specific terms and
conditions of the Options granted hereunder by the Committee shall be
final and conclusive for all purposes and upon all persons including,
but without limitation, the Company, its Subsidiaries, the Committee,
the Board, officers and the affected employees of the Company and/or
its Subsidiaries and their respective successors in interest.
SECTION 6. GRANTING OF OPTIONS. Subject to the provisions of
this Plan, the Committee may, within ten years from the date this Plan
is adopted from time to time grant Options to any key employee
("Optionee") for such number of shares of Common Stock and upon such
terms and conditions as in the judgment of the Committee shall be
desirable. Nothing contained in this Plan shall be deemed to give any
employee any right to be granted an Option to purchase shares of
Common Stock except to the extent and upon such terms and conditions
as may be determined by the Committee.
<PAGE>
SECTION 7. TERMS OF OPTIONS. Each Option granted under this
Plan shall be evidenced by an agreement ("Stock Option Agreement")
that shall be executed by the President of the Company and by the key
employee to whom such Option is granted, and shall be subject to the
following terms and conditions:
(a) The price at which each share of Common Stock covered by
each Option may be purchased shall be determined in each case on
the date of grant by the Committee, but shall not be less than
the Fair Market Value of shares of Common Stock at the time the
Option is granted. For purposes of this Section, the "Fair
Market Value" of shares of Common Stock on the date of grant
shall be: (i) the average of the high and low sales prices per
share of Common Stock as reported on the National Association of
Securities Dealers Automated Quotations, National Market System
("NASDAQ-NMS") on the date of grant; or (ii) if no sales are
reported for such date, the average of the bid and asked prices
per share of Common Stock as quoted on the NASDAQ-NMS on the date
of grant, or as otherwise determined by the Committee in its
discretion.
(b) Except as otherwise provided in the Plan or in any Option
Agreement, the Optionee shall pay the purchase price of the
shares of Common Stock upon exercise of any Option: (i) in cash;
(ii) in cash received from a broker-dealer to whom the Optionee
has submitted an exercise notice consisting of a fully endorsed
Option (however, in the case of an Optionee subject to Section 16
of the 1934 Act, this payment Option shall only be available to
the extent such insider complies with Regulation T issued by the
Federal Reserve Board); (iii) by delivering shares of Common
Stock having an aggregate Fair Market Value on the date of
exercise equal to the Option exercise price; (iv) by directing
the Company to withhold such number of shares of Common Stock
otherwise issuable upon exercise of such Option having an
aggregate Fair Market Value on the date of exercise equal to the
Option exercise price; (v) by such other medium of payment as the
Committee, in its discretion, shall authorize at the time of
grant; or (vi) by any combination of (i), (ii), (iii), (iv) and
(v). In the case of an election pursuant to (i) or (ii) above,
cash shall mean cash or a check issued by a federally insured
bank or savings and loan, and made payable to the Company. In
the case of payment pursuant to (ii), (iii) or (iv) above, the
Optionee's election must be made on or prior to the date of
exercise and shall be irrevocable. In the case of an Optionee
who is subject to Section 16 of the 1934 Act and who elects
payment pursuant to (iv) above, the election must be made in
writing either: (A) within the ten (10) business days beginning
on the third business day following release of the Company's
quarterly or annual summary of earnings and ending on the twelfth
business day following such day; or (B) at least six (6) months
prior to the date of exercise of such Option. In lieu of a
separate election governing each exercise of an Option, an
Optionee may file a blanket election with the Committee which
shall govern all future exercises of Options until revoked by the
<PAGE>
Optionee. The Company shall issue, in the name of the Optionee,
stock certificates representing the total number of shares of
Common Stock issuable pursuant to the exercise of any Option as
soon as reasonably practicable after such exercise, provided that
any shares of Common Stock purchased by an Optionee through a
broker-dealer pursuant to clause (ii) above shall be delivered to
such broker-dealer in accordance with 12 C.F.R. ^U220.3(e)(4) or
other applicable provision of law.
(c) Each Stock Option Agreement shall provide that such Option
may be exercised by the Optionee in such parts and at such times
as may be specified in such Agreement. Any Option granted
hereunder shall expire not later than the first to occur of the
following:
(i) The expiration of ten years from the date such Option
is granted (hereinafter called the "Option Period").
(ii) The expiration of three months after the date of
either: (A) the retirement of the Optionee under any
retirement plan of the Company or any Subsidiary; or (B) the
termination of the employment of the Optionee with the
Company or any Subsidiary due to total and permanent
disability. The Committee of the Company may provide by
resolution, however, that any terms of this subparagraph
(ii) of paragraph (c) shall not apply to any Option or
portion of an Option.
(iii) The expiration of the period of six months after
the date of the Optionee's death.
(iv) The expiration of the Option Period, by the person or
persons entitled to do so under the Optionee's will, or, if
the Optionee shall fail to make testamentary disposition of
said Option, or shall die intestate, by the Optionee's legal
representative or representatives.
(v) The termination of employment of the Optionee with the
Company or any Subsidiary for a reason other than those
expressed in subparagraphs (ii) and (iii) of this paragraph
(c).
(d) Notwithstanding anything herein to the contrary, no Option
granted under the Plan prior to approval of the Plan by the
stockholders may be exercised before such approval, and in the
event this Plan is disapproved by the stockholders, then any
Option granted hereunder shall become null and void.
(e) Each Option and right granted under this Plan shall by its
terms be non-transferable by the Optionee except to their trust,
by will or by the laws of descent and distribution, or pursuant
to a qualified domestic relations order (as defined in the
Employee Retirement Income Security Act of 1974, as amended), and
each Option or right shall be exercisable during the Optionee's
<PAGE>
lifetime only by him. Notwithstanding the preceding sentence, an
Option Agreement may permit an Optionee, at any time prior to his
death, to assign all or any portion of an Option granted to him
to: (i) his spouse or lineal descendant; (ii) the trustee of a
trust for the primary benefit of his spouse or lineal descendant;
or (iii) a partnership of which his spouse and lineal descendants
are the only partners. In such event, the spouse, lineal
descendant, trustee or partnership will be entitled to all of the
rights of the Optionee with respect to the assigned portion of
such Option, and such portion of the Option will continue to be
subject to all of the terms, conditions and restrictions
applicable to the Option, as set forth herein and in the related
Option Agreement immediately prior to the effective date of the
assignment. Any such assignment will be permitted only if:
(i) the Optionee does not receive any consideration therefore;
and (ii) the assignment is expressly permitted by the applicable
Agreement as approved by the Committee. Any such assignment
shall be evidenced by an appropriate written document executed by
the Optionee, and a copy thereof shall be delivered to the
Company on or prior to the effective date of the assignment.
(f) The Stock Option Agreement entered into pursuant hereto may
contain such other terms, provisions and conditions not
inconsistent herewith as shall be determined by the Committee
including, without limitation, provisions: (i) requiring the
giving of satisfactory assurances by the Optionee that the shares
are purchased for investment and not with a view to resale in
connection with the distribution of such shares, and will not be
transferred in violation of applicable securities laws; (ii)
restricting the transferability of such shares during a specific
period; and (iii) requiring the resale of such shares to the
Company at the Option price if the employment of the Optionee
terminates prior to a specified time.
SECTION 8. ADJUSTMENT OF NUMBER OF SHARES. In the event that a
dividend shall be declared upon the shares of Common Stock payable in
shares of Common Stock, the number of shares of Common Stock then
subject to any Option granted hereunder and the number of shares
reserved for issuance pursuant to this Plan but not yet covered by an
Option, shall be adjusted by adding to each of such shares the number
of shares which would be distributable thereon if such share had been
outstanding on the date fixed for determining the stockholders
entitled to receive such stock dividend. In the event that the
outstanding shares of Common Stock shall be changed into or exchanged
for a different number or kind of shares of stock or other securities
of the Company or of another corporation, whether through
reorganization, recapitalization, stock split-up, combination of
shares, merger or consolidation then there shall be substituted for
each share of Common Stock subject to any such Option and for each
share of Common Stock reserved for issuance pursuant to the Plan but
not yet covered by an Option, the number and kind of shares of stock
or other securities into which each outstanding share of Common Stock
shall be so changed or for which each such share shall be exchanged;
provided, however, that in the event that such change or exchange
<PAGE>
results from a merger or consolidation, and in the judgment of the
Committee such substitution cannot be effected or would be
inappropriate, or if the Company shall sell all or substantially all
of its assets, the Company shall use reasonable efforts to effect some
other adjustment of each then outstanding Option which the Committee,
in its sole discretion, shall deem equitable. In the event that there
shall be any change, other than as specified above in this Section 8,
in the number of kind of outstanding shares of Common Stock, then if
the Committee shall determine that such change equitably requires an
adjustment in the number or kind of shares theretofore reserved for
issuance pursuant to the Plan but not yet covered by an Option and of
the shares of Common Stock then subject to an Option or Options, such
adjustment shall be made by the Committee and shall be effective and
binding for all purposes of this Plan and of each Stock Option
Agreement. In the case of any such substitution or adjustment as
provided for in this Section, the Option price in each Stock Option
Agreement for each share covered thereby prior to such substitution or
adjustment will be the Option price for all shares of stock or other
securities which shall have been substituted for such shares or to
which such share shall have been adjusted pursuant to this Section.
No adjustment or substitution provided for in this Section 8 shall
require the Company, in any Stock Option Agreement, to sell a
fractional share, and the total substitution or adjustment with
respect to each Stock Option Agreement shall be limited accordingly.
SECTION 9. AMENDMENTS. This Plan may be terminated or amended
from time to time by vote of the Board of Directors, without the
approval of the stockholders of the Company to the extent allowed by
law; provided, however, that no Plan amendment shall be effective
until approved by the stockholders of the Company insofar as
stockholder approval thereof is required in order for the Plan to
continue to satisfy the requirements of Rule 16b-3 under the 1934 Act.
No amendment or termination of the Plan shall in any manner
affect any Option theretofore granted without the consent of the
Optionee, except that the Board of Directors may amend the Plan in a
manner that does affect Options theretofore granted upon a finding by
the Board of Directors that such amendment is in the best interest of
holders of outstanding Options affected thereby.
SECTION 10. CHANGE IN CONTROL. Notwithstanding the provisions
of the Plan or any Option Agreement evidencing Options granted
hereunder upon a Change in Control of the Company (as defined below)
all outstanding Options shall become fully exercisable and all
restrictions thereon shall terminate in order that Optionees may fully
realize the benefits thereunder. Further, in addition to the
Committee's authority set forth in Section 5, the Committee, as
constituted before such Change in Control, is authorized, and has sole
discretion, as to any Option, either at the time such Option is
granted hereunder or any time thereafter, to take any one or more of
the following actions: (a) provide for the purchase of any such
Option, upon the Optionee's request, for an amount of cash equal to
the difference between the exercise price and the then Fair Market
Value of the Common Stock covered thereby had such Option been
<PAGE>
currently exercisable; (b) make such adjustment to any such Option
then outstanding as the Committee deems appropriate to reflect such
Change in Control; and (c) cause any such Option then outstanding to
be assumed, by the acquiring or surviving corporation, after such
Change in Control.
For purposes of this Plan, a "Change in Control" of the Company
shall be deemed to have occurred if or upon:
(a) The direct or indirect acquisition by a person, corporation
or other entity or group (within the meaning of Section 13(d)(3)
of the 1934 Act, and the rules and regulations thereunder)
thereof (an "Acquirer"), of the beneficial ownership (within the
meaning of Section 13(d)(1) of the 1934 Act and the rules and
regulations thereunder) of shares of the Company which shall
result in the Acquirer having more than 20% of the votes that are
entitled to be cast at meetings of stockholders of the Company;
or
(b) Continuing Directors cease to comprise a majority of the
Board of Directors of the Company (the "Board"), for which
purpose a "Continuing Director" shall mean (i) any individual who
is (or was) a member of the Board on (or prior to) January 1,
1995, and (ii) any individual who thereafter becomes a member of
the Board (A) who is not an Acquirer described in clause (i)
above or on affiliate or associate or representative of such
Acquirer, and (B) whose nomination for election or election, to
the Board is recommended or approved by resolution of a majority
of the Continuing Directors then members of the Board, or who was
included as a nominee in a proxy statement of the Company
distributed when a majority of the Board consists of Continuing
Directors.
The Board of Directors may otherwise accelerate the Commencement Date
for the Exercise Period (as such terms are defined in the applicable
Option Agreement) of an Option or any part thereof at such other times
or upon such other occasions, including, but not limited to,
anticipation of an event described in Section 6 of the Plan, as the
Board of Directors in its sole discretion determines is appropriate.
SECTION 11. EFFECTIVE DATE. The Plan was adopted by the Board
of Directors of the Company on January 26, 1995, and authorized for
submission to the stockholders of the Company. If the Plan is
approved by the affirmative vote of a majority of the shares of the
voting stock of the Company entitled to be voted by the holders of
stock represented at a duly held stockholders' meeting, it shall be
deemed to have become effective as of January 26, 1995. Options may
be granted under the Plan prior, but subject, to approval of the Plan
by stockholders of the Company and, in each such case, the date of
grant shall be determined without reference to the date of approval of
the Plan by the stockholders of the Company.
SECTION 12. TERMINATION. The Plan shall terminate as of
December 31, 2004; provided however, that the Board of Directors may
<PAGE>
terminate the Plan at any time prior thereto. Termination of the Plan
shall not impair any of the rights or obligations under any Option
granted under the Plan without the consent of the Optionee.
SECTION 13. EMPLOYMENT STATUS. The transfer of employment from
the Company to a Subsidiary of the Company, or from a Subsidiary to
the Company, or from a Subsidiary to another Subsidiary, shall not
constitute a termination of employment for the purpose of the Plan.
Options granted under the Plan shall not be affected by any change of
status in connection with the employment of the Optionee or by leave
of absence authorized by the Company or a Subsidiary.
SECTION 14. PROCEEDS FROM SALE OF STOCK. Proceeds from the sale
of Common Stock issued upon the exercise of Options granted pursuant
to the Plan shall be added to the general funds of the Company.
SECTION 15. EXEMPTION FROM LIABILITY. The members of the
Committee and of the Board of Directors of the Company and each of
them, shall be free from all liability, joint or several, for their
acts, omissions and conduct, and for the acts, omissions and conduct
of their duly constituted agents, in carrying out the responsibilities
of said Board of Directors under the Plan, and the Company shall
indemnify and save them and each of them harmless from the effects and
consequences of their acts, omissions and conduct in their official
capacity, except to the extent that such effects and consequences
shall result from their own willful misconduct.
No member of the Committee shall, in the absence of bad faith, be
liable for any act or omission with respect to service on the
Committee. Service on the Committee shall constitute service as a
Director of the Company so that members of the Committee shall be
entitled to indemnification pursuant to the Company's Certificate of
Incorporation and By-Laws.
SECTION 16. RIGHT TO REPURCHASE. In the event a person who has
acquired Common Stock pursuant to an Option granted under the Plan
offers to sell shares of such Stock, the Company shall have the first
right of purchase. Such person shall make a written offer to the
Company and the Company shall have first right of purchase, and if it
exercises this right, and so long as its stock is traded over-the-
counter, the amount payable for each share of Common Stock shall be
the mean of the bid and ask prices as of the most recently published
quotation of the bid and ask prices prior to the date of offer to sell
as such published quotation is evidenced in the Midwest Edition of The
Wall Street Journal for such Stock. If the Company wishes to exercise
its right to purchase, the Company must express its decision in a
written statement signed by an official representative of the Company
and the statement must be delivered to the person offering the Common
Stock within two regular business days from the date the person offers
to sell the Stock.
SECTION 17. GOVERNING LAWS. The Plan shall be construed,
administered and governed in all respects under and by the Laws of the
State of Illinois. Each Option Agreement granted under the Plan shall
<PAGE>
be construed, administered and governed in all respects under and by
the laws of the State of Illinois.
SECTION 18. ADOPTION BY SUBSIDIARIES. Any Subsidiary of the
Company may adopt the Plan by means of a resolution of such
Subsidiary's board of directors for the benefit of its key employees;
provided, however, such adoption must have a prior approval of the
Board of Directors of the Company as evidenced by a resolution of the
Board.
SECTION 19. TAXES. At the time of the exercise of any Option,
as a condition of the exercise of such Option, the Company may require
the Optionee to pay the Company an amount equal to the amount of the
tax the Company or any Subsidiary may be required to withhold to
obtain a deduction for federal and state income tax purposes as a
result of the exercise of such Option by the Optionee or to comply
with applicable law.
EXHIBIT 5
Gary L. Mowder
(312) 258-5514
September 5, 1996
Grand Premier Financial, Inc.
486 West Liberty Street
Wauconda, Illinois 60084-2489
Re: Registration of 475,000 Shares of Common Stock
Pursuant to the Grand Premier Financial, Inc.
1996 Non-Qualified Stock Option Plan and
the Premier Financial Services, Inc. 1995 Non-
Qualified Stock Option Plan
------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Grand Premier Financial, Inc., a
Delaware corporation (the "Company"), in connection with the Company's
filing of a Registration Statement on Form S-8 (the "Registration
Statement") covering 75,000 shares of Common Stock, $0.01 par value
per share (together with the associated Preferred Stock Purchase
Rights, the "Common Stock"), issuable upon the exercise of outstanding
options that have been granted under the Premier Financial Services,
Inc. 1995 Non-Qualified Stock Option Plan and 400,000 shares of Common
Stock issuable under the 1996 Grand Premier Non-Qualified Stock Option
Plan (together with the Premier Financial Services, Inc. 1995 Non-
Qualified Stock Option Plan, the "Plans").
In this connection, we have made such investigation and have
examined such documents as we have deemed necessary in order to enable
us to render the opinion contained herein.
Based upon the foregoing, it is our opinion that the shares
of Common Stock covered by the Registration Statement have been
authorized and, when issued in accordance with the terms of the Plans
will be legally issued, fully paid and nonassessable, subject
to the terms and conditions of the Plan under which such shares are
issued.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
By: /s/ Gary L. Mowder
------------------------
Gary L. Mowder
EXHIBIT 23.1
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Grand Premier Financial, Inc.:
We consent to incorporation by reference on Form S-8 of Grand Premier
Financial, Inc. of our report dated January 26, 1996, relating to the
consolidated balance sheets of Premier Financial Services, Inc. and
subsidiaries as of December 31, 1995 and 1994, and the related
consolidated statements of earnings, changes in stockholders' equity,
and cash flows for each of the years in the three-year period ended
December 31, 1995, which report appears in the Registration Statement
on Form S-4 (333-03327) of Grand Premier Financial, Inc.
KPMG Peat Marwick LLP
Chicago, Illinois
September 4, 1996
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to incorporation by reference in the Registration
Statement on Form S-8 of Grand Premier Financial, Inc. of our report
dated January 31, 1996, accompanying the consolidated financial
statements of Northern Illinois Financial Corporation contained in the
final prospectus filed pursuant to Rule 424(b)(3) and included in the
Registration Statement on Form S-4 of Grand Premier Financial, Inc.,
File No. 333-03327.
Hutton, Nelson & McDonald LLP
Oakbrook Terrace, Illinois
September 5, 1996
