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Exhibit 99.4
FIRST BANK & TRUST, S. B.
206 SOUTH CENTRAL AVENUE
PARIS, ILLINOIS 61944
(217) 465-6381
NOTICE OF SPECIAL MEETING OF MEMBERS
To be held on ______________, 2001
NOTICE IS HEREBY GIVEN that a special meeting of members of First Bank &
Trust, S. B. will be held at ____________________, ________________,
____________, Illinois, at _____ a.m., Eastern Time, on ____________, 2001, to
consider and vote upon:
(1) The Plan of Conversion pursuant to which First Bank will
reorganize into the stock holding company form of organization as
a wholly owned subsidiary of a stock holding company, First
BancTrust Corporation, and other transactions provided for in the
Plan of Conversion, including the adoption of new Illinois Stock
Charter and Bylaws for First Bank; and
(2) Such other business as may properly come before the special
meeting or any adjournment. Except with respect to procedural
matters incident to the conduct of the meeting, management is not
aware of any other such business.
The Board of Directors has fixed ____________, 2001 as the voting record
date for the determination of members of First Bank entitled to notice of and to
vote at the special meeting and at any adjournment of the special meeting. Only
those members of First Bank of record as of the close of business on the voting
record date will be entitled to vote at the special meeting or any postponement
or adjournment. The Plan of Conversion must be approved by the affirmative vote
of at least a majority of the amount of votes entitled to be cast at the special
meeting. If there are not sufficient votes for approval of the Plan of
Conversion at the time of the special meeting, the special meeting may be
postponed or adjourned to permit further solicitation of the proxies. THE
FOLLOWING PROXY STATEMENT AND THE ATTACHED PROSPECTUS CONTAIN A MORE DETAILED
DESCRIPTION OF THE PROPOSED REORGANIZATION.
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, YOU ARE REQUESTED TO
SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD(S) WITHOUT DELAY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE TO ASSURE THAT YOUR VOTE WILL BE COUNTED EVEN IF YOU ARE
UNABLE TO ATTEND. FOR A DISCUSSION OF HOW TO REVOKE A PREVIOUSLY GRANTED PROXY,
SEE "REVOCABILITY OF PROXIES" ON PAGE 3 IN THE ATTACHED PROXY STATEMENT.
By Order of the Board of Directors
Jean M. Weathers
Secretary
Paris, Illinois
________________, 2001
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FIRST BANK & TRUST, S. B.
206 SOUTH CENTRAL AVENUE
PARIS, ILLINOIS 61944
PROXY STATEMENT
FOR THE
SPECIAL MEETING OF MEMBERS OF FIRST BANK & TRUST, S. B.
TO BE HELD ON ______________, 2001
THE BOARD OF DIRECTORS OF FIRST BANK AND THE ILLINOIS OFFICE OF BANKS AND
REAL ESTATE HAVE APPROVED THE PLAN OF CONVERSION, SUBJECT TO ITS APPROVAL BY THE
MEMBERS OF FIRST BANK AND THE SATISFACTION OF CERTAIN OTHER CONDITIONS. HOWEVER,
SUCH APPROVAL BY THE ILLINOIS OFFICE OF BANKS AND REAL ESTATE DOES NOT
CONSTITUTE A RECOMMENDATION OR ENDORSEMENT OF THE PLAN OF CONVERSION BY THE
ILLINOIS OFFICE OF BANKS AND REAL ESTATE.
PURPOSE OF THE SPECIAL MEETING AND SUMMARY OF TRANSACTION
This proxy statement, together with the attached prospectus of First
BancTrust Corporation, constitutes the proxy statement for, and is being
furnished to eligible members of, First Bank & Trust, S. B. in connection with
the solicitation by the Board of Directors of proxies to be voted at the special
meeting of members of First Bank to be held on __________________, at
______________________, ______________, ____________, Illinois _________, at
_______ a.m., Eastern Time, and at any postponement or adjournment of the
special meeting. The special meeting is being held for the purpose of
considering and voting upon the Plan of Conversion, and the transactions
contemplated by and provided for in the Plan of Conversion.
First Bank's Board of Directors unanimously adopted the Plan of Conversion,
pursuant to which First Bank will be converted from an Illinois chartered mutual
savings bank to an Illinois chartered stock savings bank, and will become a
subsidiary of First BancTrust, a Delaware chartered corporation. It is currently
intended that all of the capital stock of First Bank will be held by First
BancTrust. The Plan of Conversion has been approved by the Illinois Office of
Banks and Real Estate subject to, among other things, approval of the Plan of
Conversion by First Bank's members at the special meeting.
Following receipt of all required regulatory approvals, the approval of the
members of First Bank entitled to vote on the Plan of Conversion, and the
satisfaction of all other conditions precedent to the conversion, First Bank
will complete the conversion. After completion of the conversion, First Bank, in
its stock form, will continue to conduct its business and operations from the
same offices with the same personnel as First Bank conducted prior to the
conversion. The conversion will not affect the balances, interest rates or other
terms of First Bank's loans or deposit accounts, and the deposit accounts will
continue to be issued by the Federal Deposit Insurance Corporation to the same
extent as they were prior to the conversion.
Pursuant to the Plan of Conversion, the conversion will be effected as
follows or in any other manner that is consistent with applicable federal and
state law and regulations and the intent of the Plan of Conversion:
o First Bank will organize First BancTrust as a Delaware corporation;
o First Bank will convert its charter to an Illinois stock savings bank
charter;
o First Bank will contribute its capital stock to First BancTrust, and
First Bank will become a wholly owned subsidiary of First BancTrust;
and
o First BancTrust will sell shares of its common stock to certain
depositors and others.
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First BancTrust expects to receive the approval of the Federal Reserve to
become a bank holding company and to own all of the common stock of First Bank.
First BancTrust intends to contribute 50% of the net proceeds of the proceeds
from the sale of common stock of First BancTrust to First Bank. The conversion
will be effected only upon completion of the sale of all of the shares of common
stock to be issued pursuant to the Plan of Conversion.
The Plan of Conversion grants nontransferable rights to subscribe for the
shares of common stock in order of priority:
o Eligible Account Holders who are depositors of First Bank with account
balances of $50.00 or more as of the close of business on June 30,
1999;
o First BancTrust's employee stock ownership plan;
o Supplemental Eligible Account Holders who are depositors of First Bank
with account balances of $50.00 or more as of the close of business on
December 31, 2000; and
o Other members who are depositors of First Bank as of the close of
business on __________, 2001.
VOTING IN FAVOR OF OR AGAINST THE PLAN OF CONVERSION INCLUDES A VOTE FOR OR
AGAINST THE ADOPTION OF THE NEW ILLINOIS STOCK CHARTER AND BYLAWS OF FIRST BANK.
IF THE ABOVE PERSONS DO NOT SUBSCRIBE FOR ALL OF THE SHARES OFFERED, WE
WILL OFFER THE REMAINING SHARES TO THE GENERAL PUBLIC, GIVING PREFERENCE TO
PERSONS WHO RESIDE IN EDGAR AND CLARK COUNTIES, ILLINOIS.
VOTING IN FAVOR OF THE PLAN OF CONVERSION WILL NOT OBLIGATE YOU TO PURCHASE
ANY COMMON STOCK.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ADOPTION OF THE
PLAN OF CONVERSION.
VOTING RIGHTS AND VOTES REQUIRED FOR APPROVAL
The Board of Directors has fixed __________ __, 2001 as the voting record
date for the determination of members entitled to notice of and to vote at the
special meeting and at any postponement or adjournment of the special meeting.
All of First Bank's depositors are members of First Bank. The Plan of Conversion
must be approved by the affirmative vote of at least a majority of the amount of
votes entitled to be cast at the special meeting. The matter to adjourn the
special meeting, if necessary, must be approved by the affirmative vote of a
majority of the votes cast at the special meeting.
Each depositor member as of the voting record date will be entitled at the
special meeting to cast one vote per $100, or fraction thereof, of the aggregate
withdrawal value of all of such member's deposit accounts in First Bank as of
the voting record date. No member may cast more than 1,000 votes at such special
meeting. In general, accounts held in different ownership capacities will be
treated as separate accounts for purposes of applying the 1,000 vote limitation.
For example, if two persons hold a $100,000 account in their joint names and
each of the persons also holds a separate account for $100,000 in their own
name, each person would be entitled to 1,000 votes for the separate account and
they would together be entitled to cast 1,000 votes on the basis of the joint
account. First Bank's records indicate that as of the voting record date, there
were approximately ______ members entitled to cast a total of _________ votes at
the special meeting.
Deposits held in trust or other fiduciary capacity may be voted by the
trustee or other fiduciary to whom voting rights are delegated under the trust
instrument or other governing document or applicable law. In the case of IRA and
Qualified Plan accounts established at First Bank, the beneficiary may direct
the trustee's vote on the Plan of Conversion
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by returning a completed proxy card to First Bank. If no proxy card is
returned, First Bank, as trustee, will not vote on the adoption of the Plan
of Conversion on behalf of such beneficiary.
STOCK PURCHASE PRIORITIES
Rights to subscribe for First BancTrust common stock have been granted on a
priority basis in a subscription offering to certain members of First Bank and
the employee stock ownership plan of First Bank. Voting members should be aware
that only those voting members who are Eligible Account Holders as of June 30,
1999 will have first priority to purchase stock in the offering. In the event
there is an oversubscription in the subscription offering, voting members who
are not also Eligible Account Holders or Supplemental Eligible Account Holders
may not have an opportunity to purchase stock in the offering.
PROXIES
If you are a member of First Bank as of the voting record date you may vote
at the special meeting or at any postponement or adjournment thereof in person
or by proxy. Enclosed is a proxy card which you may use to vote on the Plan of
Conversion. All properly executed proxies received by First Bank will be voted
in accordance with the instructions indicated by the member giving such proxies.
IF NO INSTRUCTIONS ARE GIVEN, EXECUTED PROXIES WILL BE VOTED FOR ADOPTION OF THE
PLAN OF CONVERSION.
REVOCABILITY OF PROXIES
You may revoke your proxy at any time before it is voted by filing written
revocation of the proxy with the Secretary of First Bank, by submitting a duly
executed proxy bearing a later date or by attending and voting in person at the
special meeting or any postponement or adjournment of the special meeting. Your
presence at the special meeting will not revoke a proxy unless a written
revocation is filed with the Secretary of First Bank prior to the voting of such
proxy. The proxies being solicited by the Board of Directors of First Bank are
only for use at the special meeting and at any adjournment of the special
meeting and will not be used for any other meeting.
SOLICITATION OF PROXIES AND TABULATION OF THE VOTE
To the extent necessary to permit approval of the Plan of Conversion,
proxies may be solicited by our officers, directors or employees, by telephone
or through other forms of communication and, if necessary, the special meeting
may be adjourned to a later date. Such persons will be reimbursed by us for
their reasonable out-of-pocket expenses incurred in connection with such
solicitation. We have retained Trident Securities, Inc., to provide proxy
solicitation and vote tabulation services, to act as inspector of election and
to provide financial and marketing advisory services for the offerings, for an
aggregate fee equal to 1.75% of the dollar value of all stock sold in the
offerings, subject to certain limitations. See "The Conversion - Marketing
Arrangements" in the Prospectus on page __. First Bank will bear all costs
associated with proxy solicitation and vote tabulation.
REASONS FOR REORGANIZATION
See "The Conversion - Purposes of Conversion" and "-Effects of Conversion"
beginning on page __ in the Prospectus for a discussion of the basis upon which
the Board of Directors determined to undertake the proposed conversion. As more
fully discussed in those sections and in other sections of the Prospectus, the
Board of Directors believes that the Plan of Conversion is in the best interest
of First Bank, its members and the communities it serves.
STOCK-BASED BENEFITS TO MANAGEMENT
See "Summary - Benefits to Management from the Offering," and "Management -
New Stock Benefit Plans - Employee Stock Ownership Plan" in the Prospectus for a
discussion of the interests of management in the conversion.
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RISK FACTORS
See "Risk Factors" beginning on page __ in the Prospectus for a discussion
of certain factors that should be considered by prospective investors,
including, among other factors, the potential for a low return on equity
following the conversion, the uncertainty as to future growth opportunities, the
dilutive effect of the issuance of additional shares of common stock, the
potential effects of changes in interest rates and the current interest rate
environment, risks related to consumer, agricultural, agricultural production,
commercial and industrial loans, competition, First Bank's geographic
concentration of loans, certain anti-takeover provisions, regulatory oversight,
the absence of a market for the common stock, and a possible increase in the
number of shares issued in the conversion.
CERTAIN ANTI-TAKEOVER CONSIDERATIONS. Certain provisions in First
BancTrust's certificate of incorporation and bylaws and Delaware law and
regulations as well as the anticipated stock ownership levels of First Bank's
management will provide certain additional anti-takeover provisions. See "Risk
Factors - Our Stock Value May Suffer from Our Ability to Impede Potential
Takeovers" in the Prospectus.
Upon completion of the conversion, First BancTrust's Board of Directors
will be elected by its stockholders. First BancTrust's Bylaws includes certain
advance notice and other requirements which a stockholder must comply with in
order to make nominations for directors or to make stockholder proposals for
matters to be considered at meetings of stockholders.
ADDITIONAL INFORMATION
A copy of the Plan of Conversion, the proposed Illinois stock charter and
bylaws of First Bank and the proposed Delaware stock certificate of
incorporation and bylaws of First BancTrust are available without charge from
First Bank. Requests for copies of any such documents should be directed to:
Jean M. Weathers, Corporate Secretary, First Bank & Trust, S. B., 206 South
Central Avenue, Paris, Illinois 61944.
THE ATTACHED PROSPECTUS IS AN INTEGRAL PART OF THIS PROXY STATEMENT AND
CONTAINS DETAILED INFORMATION ABOUT FIRST BANK, FIRST BANCTRUST, THE CONVERSION,
INCLUDING, THE RIGHTS OF ELIGIBLE ACCOUNT HOLDERS, SUPPLEMENTAL ELIGIBLE ACCOUNT
HOLDERS AND OTHER MEMBERS TO SUBSCRIBE FOR SHARES OF FIRST BANCTRUST COMMON
STOCK. MEMBERS AS OF THE VOTING RECORD DATE ARE URGED TO CONSIDER SUCH
INFORMATION CAREFULLY PRIOR TO SUBMITTING THEIR PROXIES.
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