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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 15, 1994
FirstMerit Corporation
(F/K/A FIRST BANCORPORATION OF OHIO)
(Exact name of registrant as specified in its charter)
OHIO 0-10161 34-1339938
(State or other jurisdiction of (Commission (IRS employer
incorporation or organization) file number) identification
number)
III CASCADE PLAZA, 7TH FLOOR AKRON, OHIO 44308 (216) 384-8000
(Address of Principal (Zip Code) (Telephone Number)
Executive Offices)
Copy to:
KEVIN C. O'NEIL, ESQ.
BROUSE & MCDOWELL
500 First National Tower
Akron, Ohio 44308-1471
(216) 434-5207
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ITEM 5. OTHER EVENTS.
On December 15, 1994, at the Special Meeting of Shareholders, the
shareholders of FirstMerit Corporation (f/k/a First Bancorporation of Ohio)
("FMER"), by the affirmative vote necessary therefore, approved the Board of
Directors' proposals regarding the approval of the merger with The CIVISTA
Corporation ("CIVISTA"), whereby CIVISTA will be merged with and into FMER.
The merger is still subject to certain conditions but is expected to close in
the first quarter of 1995.
In addition, the shareholders approved certain amendments to FMER's
Amended and Restated Articles of Incorporation ("Articles"), as follows:
1. To change the name of the corporation from "First
Bancorporation of Ohio" to "FirstMerit Corporation;"
2. To increase the authorized Common Stock from 40,000,000 to
80,000,000 shares; and
3. To increase the authorized Preferred Stock from 3,500,000
to 7,000,000 shares.
FMER will continue to operate under the name First Bancorporation of
Ohio for the next several months and during this period will continue to trade
under the symbol "FBOH" on the Nasdaq National Market System. It is currently
expected that FMER will begin operating under its new name and trade under its
new stock symbol, FMER, in March, 1995.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(C) EXHIBITS.
3(i) Certificate of Amendment to the Amended and Restated
Articles of Incorporation of FirstMerit Corporation
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRSTMERIT CORPORATION
Dated: December 16, 1994 By: /s/ Terry E. Patton
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Terry E. Patton
Secretary
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FIRSTMERIT CORPORATION
(f/k/a First Bancorporation of Ohio)
CURRENT REPORT ON FORM 8-K
INDEX OF EXHIBITS
EXHIBIT
3(i) Certificate of Amendment to the Amended and Restated Articles of
Incorporation of FirstMerit Corporation
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FIRSTMERIT CORPORATION
(f/k/a First Bancorporation of Ohio)
CURRENT REPORT ON FORM 8-K
EXHIBIT 3(i)
CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
FIRSTMERIT CORPORATION
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CERTIFICATE OF AMENDMENT
TO
ARTICLES OF INCORPORATION OF
FIRST BANCORPORATION OF OHIO
----------------------------
Howard L. Flood, President, and Terry E. Patton, Secretary, of First
Bancorporation of Ohio, an Ohio corporation for profit (the "Corporation"),
with its principal place of business in Akron, Ohio, do hereby certify as
follows:
(1) That at a Special Meeting of Shareholders duly called and held on
the 15th day of December, 1994, at which meeting a quorum of the
Shareholders was present in person or by proxy, and by the affirmative
vote of the holders of shares entitling them to exercise at least
two-thirds of the voting power of the Corporation, the First and
Second Resolutions set forth below were approved and adopted; and
(2) That at a meeting of the Board of Directors duly called and
held on the 15th day of December, 1994, the Third Resolution set forth
below was approved and adopted by the Board of Directors, pursuant to
Section 1701.70(B)(1) of the Ohio Revised Code:
FIRST RESOLUTION
RESOLVED, that Article FIRST of the Amended and Restated Articles of
Incorporation of the Corporation be amended to read as follows:
FIRST: The name of the Corporation shall be FirstMerit
Corporation.
SECOND RESOLUTION
RESOLVED, that Article FOURTH, Part A. Classes of Stock, of the
Amended and Restated Articles of Incorporation of the Corporation be amended to
read as follows for the purpose of increasing the authorized Common Stock of
the Corporation from 40,000,000 to 80,000,000 shares and to increase the
authorized shares of Preferred Stock from 3,500,000 to 7,000,000:
FOURTH:
PART A. CLASSES OF STOCK
The maximum number of shares which the Corporation is
authorized to issue and to have outstanding at any time shall be
Eighty- Seven Million, which shall be classified as follows:
(a) Eighty Million (80,000,000) of said shares shall be
Common Stock, without par value; and
(b) Seven Million (7,000,000) of said shares shall be
Series Preferred Stock without par value (no par value
Preferred Stock).
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THIRD RESOLUTION
RESOLVED, that Article FOURTH, Part B. Series A Preferred Stock,
Section 1. Designation and Amount, of the Amended and Restated Articles of
Incorporation of the Corporation be amended to read as follows for the purpose
of increasing the number of shares constituting the Series A Preferred Stock
from 300,000 to 500,000:
SECTION 1. DESIGNATION AND AMOUNT. The shares of such series
shall be designated as "Series A Preferred Stock" (the "Series A
Preferred Stock") and the number of shares constituting the Series A
Preferred Stock shall be five hundred thousand (500,000). Such number
of shares may be increased or decreased by resolution of the Board of
Directors; provided, that no decrease shall reduce the number of
shares of Series A Preferred Stock to a number less than the number of
shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or warrants
or upon the conversion of any outstanding securities issued by the
Corporation convertible into Series A Preferred Stock.
and that the remaining provisions of Article FOURTH remain unmodified and in
full force and effect.
IN WITNESS WHEREOF, the above-named officers, acting for and on behalf
of the Corporation, have subscribed their names as of the 15th day of December,
1994.
FIRST BANCORPORATION OF OHIO
By: /s/ Howard L. Flood
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Howard L. Flood, President
By: /s/ Terry E. Patton
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Terry E. Patton, Secretary
