As filed with the Securities and Exchange Commission on September 9, 1996
Registration No.333-03327
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
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 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)
PREMIER FINANCIAL SERVICES, INC. 1995 NON-QUALIFIED STOCK OPTION PLAN
PREMIER FINANCIAL SERVICES, INC. 1988 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 2310
Chicago, Illinois 60606 Chicago, Illinois 60603
(312) 258-5514 (312) 726-2468
<PAGE>
EXPLANATORY NOTE
The Registrant hereby amends this Registration Statement to
register on Form S-8 304,489 shares of Common Stock, par value $0.01
per share (including associated Preferred Stock Purchase Rights) which
were previously registered hereby on Form S-4 to be sold upon the
exercise of certain options to purchase shares of such Common Stock.
Prior to the merger of Premier Financial Services, Inc. and Northern
Illinois Financial Corporation into the Registrant, these options were
options to purchase shares of the common stock of Premier Financial
Services, Inc. Such options were exercisable prior to the merger of
those companies into the Registrant and were converted by virtue of
that merger into options to purchase Common Stock of the Registrant.
<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;
(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.
<PAGE>
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 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,
<PAGE>
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.
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.
<PAGE>
(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 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 Post-Effective
Amendment No. 1 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 August, 1996.
GRAND PREMIER FINANCIAL, INC.
(Registrant)
By: /s/ Richard L. Geach
---------------------------
Richard L. Geach
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 1 to the Registration Statement on
Form S-4 has been signed by the following persons in the capacities
and on the date 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
/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
<PAGE>
/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
NUMBER
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 [Bank Sub].
4.2 Premier Financial Services, Inc. 1995 Non-Qualified
Stock Option Plan
4.3 Premier Financial Services, Inc. 1988 Non-Qualified
Stock Option Plan
5* Opinion of Schiff Hardin & Waite as to the legality of
the shares.
5.1 Supplemental Opinion of Schiff Hardin & Waite as to the
legality of the shares.
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 Agreements, dated
January 20, 1995, between Premier and Richard L. Geach.
10.3* Change in Control and Termination Agreements, dated
January 20, 1995, between Premier and David L. Murray.
<PAGE>
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 to be 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).
* Previously filed.
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. 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.
(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 4.3
PREMIER FINANCIAL SERVICES, INC.
1988 NON-QUALIFIED STOCK OPTION PLAN
------------------------------------
SECTION 1. ESTABLISHMENT. There is hereby established the
1988 Non-Qualified Stock Option Plan pursuant to which key
employees of PREMIER FINANCIAL SERVICES, INC. (the "Company"), a
Delaware corporation, 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 under options.
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.
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 5.
SECTION 4. NUMBER OF SHARES COVERED BY OPTIONS. The total
number of shares which may be issued and sold pursuant to options
granted under this Plan shall be 100,000 shares of the Company's
Common Stock. The Stock to be optioned under the Plan may be either
authorized and unissued shares or issued shares which shall have been
reacquired by the Company. Such shares are subject to adjustment in
accordance with the provisions of Section 7 hereof. The shares
involved in the unexercised portion of any terminated or expired
options under the Plan may again be optioned under the Plan.
SECTION 5. GRANTING OF OPTIONS. Subject to the provisions of
this Plan, the Board of Directors of the Company ("Board of
Directors") 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 Board of Directors 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 Board of Directors. The vote of any
person who is eligible for an option pursuant to Section 3 of the Plan
shall not be counted in calculating the total number of Directors of
the Company voting in favor of or against any matter relating to any
option granted or to be granted hereunder to such person.
<PAGE>
SECTION 6. TERMS OF OPTIONS. Each option granted under this
Plan shall be evidenced by an agreement ("Stock Option Agreement")
which shall be executed by the President of the Company and by the
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
Board of Directors, 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 any day
shall be the bid price of a share of Common Stock in
the over-the-counter market as reported on the date of
grant in the Midwest Edition of The Wall Street
Journal, or, if there is no sale in the over-the-
counter market on such day, such fair market value
shall be the average of (i) the bid price on the day
immediately preceding such day on which there was a
sale and (ii) the bid price on the day next succeeding
such day on which there is a sale, or as otherwise
determined by the Board of Directors in its discretion.
(b) The option price of the shares to be purchased
pursuant to each option shall be paid in full in cash
at the time of the exercise of the option and prior to
the issuance of any Stock purchased pursuant thereto.
(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 Board of
Directors 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, or
<PAGE>
(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, or by will or by the laws of
descent and distribution, and each option or right
shall be exercisable during the Optionee's lifetime
only by him.
(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 Board of Directors 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 7. 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
<PAGE>
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 Board of Directors 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 Board of Directors, in its sole
discretion, shall deem equitable. In the event that there shall
be any change, other than as specified above in this Section 7,
in the number of kind of outstanding shares of Common Stock, then
if the Board of Directors 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 Board of Directors 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 7 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 8. ADMINISTRATION. The Board of Directors of the
Company shall interpret the Plan and may prescribe, amend and
rescind rules and regulations relating to the Plan by majority
vote of those Directors who are disinterested parties to the
Plan. In addition to determining the terms and conditions of the
respective Option Agreements it shall make all other
determinations deemed necessary or advisable for the
administration of the Plan; provided, that any such determination
shall not be inconsistent with the provisions of this Plan.
SECTION 9. AMENDMENTS. This Plan may be terminated or
amended from time to time by vote of the Board of Directors;
provided, however, that no amendment which shall increase the
total number of shares which may be issued and sold pursuant to
options granted under this Plan, nor any amendment that
materially modifies the requirements contained in SECTION 3.
<PAGE>
ELIGIBILITY hereof, shall be effective without the approval of
stockholders.
SECTION 10. EFFECTIVE DATE AND STOCKHOLDER APPROVAL. The
Plan becomes initially effective upon adoption by the Board of
Directors of the Company, subject, however, to approval at the
next annual meeting of the stockholders, or at any prior meeting
of the stockholders at which the Plan is submitted for approval.
SECTION 11. TERMINATION. The Plan shall terminate of
January 28, 1998; 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.
SECTION 12. 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 13. PROCEEDS FROM SALE OF STOCK. Proceeds from the
sale of Stock issued upon the exercise of options granted
pursuant to the Plan shall be added to the general funds of the
Company.
SECTION 14. EXEMPTION FROM LIABILITY. The members 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.
SECTION 15. RIGHT TO REPURCHASE. In the event a person who
has acquired 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 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
<PAGE>
statement signed by an official representative of the Company and
the statement must be delivered to the person offering the Stock
within two regular business days from the date the person offers
to sell the Stock.
SECTION 16. 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.
SECTION 17. DATE OF ADOPTION. This Plan was adopted by the
Board of Directors of the Company on January 28, 1988, which is
the effective date of the Plan.
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.
* * * * * * * * * *
IN WITNESS WHEREOF, PREMIER FINANCIAL SERVICES, INC. has
caused this Plan to be executed by its President and attested by
its Secretary and caused its corporate seal to be hereunto
affixed.
Dated this 28th day of January, 1988, but effective January
28, 1988.
PREMIER FINANCIAL SERVICES, INC.
By: /s/ Richard L. Geach
-------------------------
President
ATTEST:
By: /s/ M. J. Lester
----------------------
Secretary
EXHIBIT 5.1
SCHIFF HARDIN & WAITE
7300 Sears Tower
Chicago, Illinois 60606
-----------------------
Gary L. Mowder
(312) 258-5514
September 9, 1996
Grand Premier Financial, Inc.
486 West Liberty Street
Wauconda, Illinois 60084-2489
Re: Registration of 304,489 Shares of Common Stock Pursuant
to the Premier Financial Services, Inc. 1995 Non-
Qualified Stock Option Plan and the Premier Financial
Services, Inc. 1988 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 Post-Effective Amendment No. 1 on Form S-
8 (the "Amendment") to its Registration Statement on Form S-4,
File No. 333-03327, as amended (the "Registration Statement"),
which was declared effective on July 12, 1996. The Amendment
covers authorized but unissued shares of common stock of the
Company, par value $0.01 per share, together with the associated
Preferred Stock Purchase Rights, issuable upon the exercise of
outstanding options (the "Options") that have been granted under
the Premier Financial Services, Inc. 1995 Non-Qualified Stock
Option Plan and the Premier Financial Services, Inc. 1988 Non-
Qualified Stock Option Plan (collectively, the "Plans"). This
opinion supplements our opinion, dated July 8, 1996, which has
been filed as Exhibit 5 to the Registration Statement.
In connection with this supplemental opinion, 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 those shares of Common Stock covered by the Amendment have
been duly authorized and, when issued upon the valid exercise of
the options, will be legally issued, fully paid and
nonassessable, subject to the terms and conditions of the Plans.
We hereby consent to the filing of this supplemental
opinion as an exhibit to the Registration Statement, as amended
by the Amendment, and to the reference to us under the caption
"Opinions" in the Joint Proxy Statement-Prospectus contained in
the Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /s/Gary L. Mowder
--------------------------
Gary L. Mowder
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the use in Grand Premier Financial, Inc.'s Post-Effective
Amendment No. 1 on Form S-8 to Form S-4 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., and to the use of our name and the statements with
respect to us appearing under the heading "Independent Certified Public
Accountants" in such final prospectus.
Hutton, Nelson & McDonald LLP
Oakbrook Terrace, Illinois
September 5, 1996
EXHIBIT 23.2
CONSENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Grand Premier Financial, Inc.:
We consent to incorporation by reference on Post-Effective Amendment No. 1
on Form S-8 to Form S-4 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
