AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER __, 1998
Registration No.333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
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)
GRAND PREMIER FINANCIAL, INC. 1996 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:
SHIRLEY M. LUKITSCH
SCHIFF HARDIN & WAITE
7200 SEARS TOWER
CHICAGO, ILLINOIS 60606
(312) 258-5602
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<TABLE>
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CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Proposed
Amount maximum maximum
Title of Securities to be Registered to be offering aggregate Amount of
registered price offering price registration fee
per share (1) (1)
(1)<PAGE>
Common Stock, par value $0.01 per 400,000 $14.875 $5,950,000 $1,755.25
share, including associated
Preferred Stock Purchase Rights
(1) Estimated on the basis of $14.875 per share, the average of the high and low sales prices as quoted on The
Nasdaq Stock Market's National Market on October 5, 1998, pursuant to Rule 457(h) and 457(c).
/TABLE
<PAGE>
GENERAL INSTRUCTIONS
E. REGISTRATION OF ADDITIONAL SECURITIES
The purpose of this Registration Statement on Form S-8 is to
register an additional 400,000 shares of common stock, $0.01 par value
per share, and the associated Preferred Stock Purchase Rights
(together with the Preferred Stock Purchase Rights, the Common
Stock ) of the Registrant issuable pursuant to the Grand Premier
Financial, Inc. 1996 Non-Qualified Stock Option Plan. The contents of
the Registrant's previously filed Registration Statement on Form S-8,
File No. 333-11663, filed with the Securities and Exchange Commission
on September 10, 1996, registering shares of Common Stock issuable
under the Plan, are hereby incorporated by reference in this
Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
All information required in this Registration Statement not
included in the exhibits filed herewith or set forth on the signature
page is set forth in the Registrant's previously filed Registration
Statement on Form S-8, File Nos. 333-11663, which is incorporated by
reference herein.
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 on page 4 hereof.<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 22nd
day of June, 1998.
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 David L. Murray, 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 June 22, 1998
-------------------------------- Officer and Director
Richard L. Geach (Principal Executive Officer)
/s/ David L. Murray Senior Executive Vice June 22, 1998
-------------------------------- President and Chief Financial
David L. Murray Officer and Director
(Principal Financial and
Accounting Officer)
/s/ Jean M. Barry Director June 22, 1998
-------------------------------
Jean M. Barry
/s/ Frank J. Callero Director June 22, 1998
-------------------------------
Frank J. Callero
<PAGE>
/s/ Alan J. Emerick Director June 22, 1998
-------------------------------
Alan J. Emerick
/s/ Brenton J. Emerick Director June 22, 1998
-------------------------------
Brenton J. Emerick
/s/ James Esposito Director June 22, 1998
-------------------------------
James Esposito
/s/ Thomas D. Flanagan Director June 22, 1998
-------------------------------
Thomas D. Flanagan
/s/ R. Gerald Fox Director June 22, 1998
-------------------------------
R. Gerald Fox
/s/ Robert W. Hinman Director June 22, 1998
-------------------------------
Robert W. Hinman
/s/ Edward G. Maris Director June 22, 1998
-------------------------------
Edward G. Maris
/s/ Howard A. McKee Director June 22, 1998
-------------------------------
Howard A. McKee
/s/ H. Barry Musgrove Director June 22, 1998
--------------------------------
H. Barry Musgrove
/s/ Joseph C. Piland Director June 22, 1998
---------------------------------
Joseph C. Piland
/s/ Stephen J. Schostok Director June 22, 1998
---------------------------------
Stephen J. Schostok
Director June 22, 1998
---------------------------------
John Simcic<PAGE>
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EXHIBIT INDEX
<S> <C> <C>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
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3.1 Amended and Restated Certificate of
Incorporation of the Company (incorporated
by reference to Appendix F to the final proxy
statement-prospectus included in the Company s
Registration Statement on Form S-4, as amended,
File No. 333-03327)
3.2 By-laws of the Company (incorporated by
reference to Exhibit 3.4 to the Company s
Registration Statement on Form S-4, as
amended, File No. 333-03327).
4 Rights Agreement, dated as of July 8, 1996,
between Grand Premier Financial, Inc. and
Grand Premier Trust and Investment, Inc.
(formerly Premier Trust Services, Inc.,
incorporated by reference to the Company s
Registration Statement on Form S-4, as
amended, File No. 333-03327).
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)
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<PAGE>
EXHIBIT 5
Shirley M. Lukitsch
(312) 258-5602
October 8, 1998
Grand Premier Financial, Inc.
486 West Liberty Street
Wauconda, Illinois 60084-2489
RE: REGISTRATION OF 400,000 ADDITIONAL SHARES OF COMMON STOCK
PURSUANT TO THE GRAND PREMIER FINANCIAL, INC. 1996 NON-
QUALIFIED STOCK OPTION PLAN
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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 400,000 additional shares of Common Stock, $0.01
par value per share (together with the associated Preferred Stock
Purchase Rights, the "Shares"), to be issued pursuant to the terms of
the Grand Premier Financial Inc. 1996 Non-Qualified Stock Option Plan
(the Plan ). In this connection, we have considered such questions of
law and have examined such documents as we have deemed necessary to
enable us to render the opinions contained herein.
Based on the foregoing, it is our opinion that those Shares
that are originally issued shares, when issued upon the exercise of an
option granted under the Plan and subject to the terms and conditions
thereof, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /s/ Shirley M. Lukitsch
-------------------------
Shirley M. Lukitsch<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS CONSENT
The Board of Directors
Grand Premier Financial, Inc.:
We consent to incorporation by reference in this registration
statement on Form S-8 for the Nonqualified Stock Option Plan of Grand
Premier Financial, Inc. of our report dated January 27,1998, relating
to the consolidated balance sheets of Grand Premier Financial, Inc.
and subsidiaries as of December 31, 1997 and 1996, and the related
consolidated statements of earnings, stockholders equity, and cash
flows for each of the years in the three-year period ended December
31, 1997, which report appears in the December 31, 1997 annual report
on Form 10-K of Grand Premier Financial, Inc.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
October 1, 1998<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS CONSENT
We consent to the incorporation by reference in this
Registration Statement on Form S-8 of Grand Premier Financial, Inc. of
our report dated January 31, 1996, accompanying the consolidated
statements of income, changes in shareholders equity and cash flows
of Northern Illinois Financial Corporation for the year ended December
31, 1995, included in the Annual Report on Form 10-K of Grand Premier
Financial, Inc. for the fiscal year ended December 31, 1997.
/s/ Hutton, Nelson & McDonald LLP
Hutton, Nelson & McDonald LLP
Oakbrook Terrace, Illinois
October 2, 1998
