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As filed with the Securities and Exchange Commission on February 7, 2000
Registration No. 333-91759
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 TO
FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933
MAIN STREET TRUST, INC.
(Exact Name of Registrant as Specified in its Articles)
6712
(Primary Standard Industrial Classification Code Number)
ILLINOIS
(State or Other Jurisdiction of 37-1338484
Incorporation or Organization) (I.R.S. Employer Identification No.)
100 WEST UNIVERSITY AVENUE, CHAMPAIGN, ILLINOIS 61820,(217) 351-6500
(Address, including zip code and telephone number, including area code, of
Registrant's principal executive offices)
GREGORY B. LYKINS
VICE CHAIRMAN
MAIN STREET TRUST, INC.
100 WEST UNIVERSITY AVENUE
CHAMPAIGN, ILLINOIS 61820
(217) 351-6500
(Name, address, including zip code and telephone number,
including area code, of agent for service)
WITH COPIES TO:
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THEODORE L. EISSFELDT, ESQ.
JOHN E. FREECHACK, ESQ. JOSEPH HEMKER, ESQ.
DENNIS R. WENDTE, ESQ. HOWARD & HOWARD ATTORNEYS PC
BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG ONE TECHNOLOGY PLAZA
333 WEST WACKER DRIVE, SUITE 2700 211 FULTON STREET, SUITE 600
CHICAGO, ILLINOIS 60606 PEORIA, ILLINOIS 61602
(312) 984-3100 (309) 672-1483
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE
PUBLIC: As soon as practicable after this registration statement becomes
effective.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE(3)
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Common stock, $0.01 par value 10,631,088 shares $21.76 value per share $231,345,373 $ 61,076
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(1) Represents the estimated maximum number of shares to be issued pursuant to
the merger agreement dated as of August 12, 1999, among First Decatur
Bancshares, Inc., a Delaware corporation, BankIllinois Financial
Corporation, a Delaware corporation, and Main Street Trust, Inc.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(f)(1) and (2) under the Securities Act of 1933, as
amended, based upon $23.03 per share, the average of the bid and asked
price as quoted on November 29, 1999, on the OTC Bulletin Board for the
6,073,812 shares of BankIllinois Financial common stock, the maximum number
of shares outstanding at the effective time of the merger, and based upon
$32.875 per share, the average of the bid and asked price as quoted on
November 29, 1999 on the OTC Bulletin Board for the 2,764,970 shares of
First Decatur common stock, the maximum number of shares outstanding at the
effective time of the merger, to be exchanged for the common stock of the
registrant pursuant to the merger agreement.
(3) The Registration Fee was previously paid to the commission.
DELAYING AMENDMENT: The Registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which specifically states
that this registration statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the registration
statement shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Main Street Trust, Inc., has duly caused this Amendment No. 2 to Form S-4
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Champaign, State of Illinois, this 7th day of
February, 2000.
MAIN STREET TRUST, INC.
By: /s/ John W. Luttrell
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John W. Luttrell
Chairman
By: /s/ Van A. Dukeman
--------------------
Van A. Dukeman
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 2 to Form S-4 Registration Statement has been signed on February
7, 2000 by the following persons in their capacities indicated.
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SIGNATURE CAPACITY
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/s/ John W. Luttrell Chairman of the Board of Directors
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John W. Luttrell
/s/ Gregory B. Lykins Vice Chairman of the Board of Directors
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Gregory B. Lykins
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EXHIBIT INDEX
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Exhibit Filed
Number Description of Exhibit Previously Filed Herewith
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2.1 Agreement and Plan of Merger, providing for the X
combination of BankIllinois Financial and First
Decatur pursuant to their merger with and into
Main Street
2.2 Form of Affiliate Undertaking X
3.1 Articles of Incorporation of Main Street X
3.2 Form of Amended and Restated Articles of X
Incorporation on Main Street Trust, Inc. to be
adopted at the effective time of the merger
3.3 Bylaws of Main Street X
5.1 Opinion of Barack Ferrazzano Kirschbaum Perlman & X
Nagelberg
8.1 Opinion of RSM McGladrey, Inc. regarding certain X
tax matters
23.1 Consent of Barack Ferrazzano Kirschbaum Perlman &
Nagelberg X
23.2 Consent of Olive LLP X
23.3 Consent of RSM McGladrey, Inc. X
23.4 Consent of Howard & Howard Attorneys P.C. X
23.5 Consent of Keefe, Bruyette & Woods, Inc. X
23.6 Consent of ABN AMRO Incorporated X
27 Financial Data Schedule X
99.1 Form of Proxy to be delivered to the Shareholders
of BankIllinois X
99.2 Form of Proxy to be delivered to the Stockholders
of First Decatur X
99.3 Consent of persons named as future director of
Main Street X
99.4 Consent of person named as future director of
Main Street X
99.5 Consent of person named as future director of
Main Street X
99.6 Consent of person named as future director of
Main Street X
99.7 Consent of person named as future director of
Main Street X
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99.8 Consent of person named as future director of
Main Street X
99.9 Consent of person named as future director of
Main Street X
99.10 Consent of person named as future director of
Main Street X
99.11 Consent of person named as future director of
Main Street X
99.12 Consent of person named as future director of
Main Street X
99.13 Consent of person named as future director of
Main Street X
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Proxy Statement/Prospectus
forming a part of the Registration Statement on Form S-4 filed by Main Street
Trust, Inc. of our report dated January 29, 1999, on our audit of the
consolidated financial statements of First Decatur Bancshares, Inc. and
subsidiaries for the year ended December 31, 1998, which is included in the
March 29, 1999 Form 10-K of First Decatur Bancshares, Inc. and to the reference
of our firm under the heading "Experts" in the Proxy Statement/Prospectus.
/s/ Olive LLP
Decatur, Illinois
February 1, 2000
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EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Proxy Statement/Prospectus
forming a part of the Registration Statement on Form S-4 filed by Main Street
Trust, Inc. of our report dated March 24, 1999, on our audits of the
consolidated financial statements of BankIllinois Financial Corporation and
subsidiary for the three years in the period ended December 31, 1998, which are
included in the March 24, 1999 Form 10-K of BankIllinois Financial Corporation
and to the reference of our firm under the heading "EXPERTS" in the Proxy
Statement/Prospectus.
/s/ McGLADREY & PULLEN, LLP
Champaign, Illinois
February 1, 2000
