<PAGE> 1
The Registrant requests that this Registration Statement
become effective immediately upon filing in accordance with Rule 462
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 29, 1995
Registration No. 33-
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FIRSTMERIT CORPORATION
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
OHIO 34-1339938
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
III CASCADE PLAZA, 7TH FLOOR, AKRON, OHIO 44308
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
THE FIRSTMERIT CORPORATION AND SUBSIDIARIES
EMPLOYEES' SALARY SAVINGS RETIREMENT PLAN
(FULL TITLE OF THE PLAN)
TERRY E. PATTON, SENIOR VICE PRESIDENT, COUNSEL & SECRETARY
FirstMerit Corporation, III Cascade Plaza, 7th Floor, Akron, Ohio 44308
(216) 384-7033
(NAME AND ADDRESS OF AGENT FOR SERVICE)
COPY TO:
Kevin C. O'Neil, Esq., Brouse & McDowell
500 First National Tower, Akron, Ohio 44308 (216) 535-5711
CALCULATION OF REGISTRATION FEE
________________________________________________________________________________
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering registration
Registered Registered Share 2 Price 2 fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (1,3) 400,000 shares $ 26.00 $ 10,400,000 $ 3,586
- --------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of
participation interests to be offered or sold pursuant to the employee
benefit plan described herein.
(2) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of
1933 on the basis of the average of the high and low prices reported in the
consolidated reporting system for the Common Stock of FirstMerit Corporation
on September 25, 1995.
(3) Includes associated rights (the "Rights") to purchase the FirstMerit Common
Stock. Until the occurrence of certain prescribed events, the rights are
not exercisable, are evidenced by the certificates representing the
FirstMerit Common Stock, and trade with the FirstMerit Common Stock.
<PAGE> 2
PART I
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I on Form S-8.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by FirstMerit Corporation ("Company") with
the Securities and Exchange Commission ("Commission") under the Securities
Exchange Act of 1934 ("Exchange Act") are herein incorporated by reference: (1)
Annual Report on Form 10-K for its fiscal year ended December 31, 1994; (2)
Quarterly Reports on Form 10-Q for quarters ended March 31, 1995 and June 30,
1995; (3) Notice of 1995 Annual Meeting of its Shareholders and Proxy Statement
dated February 28, 1995; and (4) description of the Company's Common Stock
contained in the Company's registration statement filed pursuant to Section
12(g) on Form S-14 (No. 2-73592) filed with the Commission on August 5, 1981,
as such description was amended by the Company's Amended and Restated Articles
of Incorporation filed as Exhibit 3(i) to the current report on Form 8-K filed
with the Commission on April 27, 1995, and any amendments updating such
description filed with the Commission.
All documents filed by the Company and The FirstMerit Corporation and
Subsidiaries Employees' Salary Savings Retirement Plan ("Plan") with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the issuance of the shares of the Common Stock
described herein has been passed upon for the Company by Brouse & McDowell, 500
First National Tower, Akron, Ohio 44308-1471, (216) 535-5711. Philip A. Lloyd,
II, a partner of Brouse & McDowell, is a Director of the Company and
beneficially owns 151,632 shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Article Sixth of the Amended and Restated Articles of
Incorporation of the Company, the Company may indemnify any director or
officer, any former director or officer of the Company and any person who is or
has served at the request of the Company as a director, officer or trustee of
another corporation, partnership, joint venture, trust or other enterprise (and
his heirs, executors and administrators) against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him by reason of the fact that he is or was such director, officer
or trustee in connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative, to the
full extent permitted by applicable law, as the same may be in effect from time
to time. The indemnification provided for therein is not deemed to restrict
the right of the Company to (i) indemnify employees, agents and others as
permitted by such law, (ii) purchase and
2
<PAGE> 3
maintain insurance or provide similar protection on behalf of directors,
officers or such other persons against liabilities asserted against them or
expenses incurred by them arising out of their service to the Company as
contemplated therein, and (iii) enter into agreements with such directors,
officers, employees, agents or others indemnifying them against any and all
liabilities (or such lesser indemnification as may be provided in such
agreements) asserted against them or incurred by them arising out of their
service to the Company as contemplated therein.
The rights provided in Article Sixth are in addition to any rights provided
by contract or as a matter of law. Ohio Revised Code Section 1701.13(E)
includes indemnification provisions similar to Article Sixth. Section
1701.13(E) further authorizes a corporation to purchase and maintain insurance
on behalf of any director, trustee, officer, employee or agent for any
liability asserted against him or arising out of his status as such. The
Company presently maintains such insurance.
On April 1995, the Company entered into Indemnification Agreements
with each member of the Board of Directors and all executive officers. The
Agreement provides that the Company shall indemnify each director to the full
extent authorized or permitted by the provisions of the General Corporation Law
of the State of Ohio, any amendment thereto, or any law of similar import
authorizing or permitting such indemnification which is adopted after the date
of such Agreements.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
ITEM 8. EXHIBITS
See "Index to Exhibits."
ITEM 9. UNDERTAKINGS
UNDERTAKING TO FILE POST-EFFECTIVE AMENDMENTS
(a) 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 (ii) do not apply if the
registration statement is on Form S-3, 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
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
3
<PAGE> 4
(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.
(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.
UNDERTAKING AS TO LIABILITY UNDER SECURITIES ACT OF 1933
(b) 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.
UNDERTAKING WITH REGARD TO INDEMNIFICATION
(c) 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 of the
registrant 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.
[Signature Page Is Next]
4
<PAGE> 5
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 Akron, State of Ohio, on September
29, 1995.
FIRSTMERIT CORPORATION
By: /s/ Terry E. Patton
----------------------------------------------
Terry E. Patton, Senior Vice President,
Counsel & Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
John R. Cochran* President and Chief September 28, 1995
- -------------------------------------------- Executive Officer, --
John R. Cochran and Director
Howard L. Flood* Chairman and Director September 28, 1995
- ---------------------------------------------- --
Howard L. Flood
Gary J. Elek* Senior Vice President and September 28, 1995
- ---------------------------------------------- Treasurer (Principal Financial --
Gary J. Elek Officer and Principal
Accounting Officer)
John C. Blickle* Director September 28, 1995
- ---------------------------------------------- --
John C. Blickle
Director September , 1995
- ---------------------------------------------- --
Robert M. Carter
Richard A. Chenoweth* Director September 28, 1995
- ---------------------------------------------- --
Richard A. Chenoweth
Elizabeth A. Dalton* Director September 28, 1995
- ---------------------------------------------- --
Elizabeth A. Dalton
Director September , 1995
- ---------------------------------------------- --
Richard G. Gilbert
Terry L. Haines* Director September 28, 1995
- ---------------------------------------------- --
Terry L. Haines
</TABLE>
(signatures continued on next page)
5
<PAGE> 6
(signatures continued from previous page)
<TABLE>
<S> <C> <C>
Clifford J. Isroff* Director September 28, 1995
- ---------------------------------------------- --
Clifford J. Isroff
Philip A. Lloyd, II* Director September 28, 1995
- ---------------------------------------------- --
Philip A. Lloyd, II
Robert G. Merzweiler* Director September 28, 1995
- ---------------------------------------------- --
Robert G. Merzweiler
Stephen E. Myers* Director September 28, 1995
- ---------------------------------------------- --
Stephen E. Myers
Gilbert H. Neal* Director September 28, 1995
- ---------------------------------------------- --
Gilbert H. Neal
Roger T. Read* Director September 28, 1995
- ---------------------------------------------- --
Roger T. Read
Justin T. Rogers, Jr.* Director September 28, 1995
- ---------------------------------------------- --
Justin T. Rogers, Jr.
Director September , 1995
- ---------------------------------------------- --
Del Spitzer
</TABLE>
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
committee appointed by the registrant's board of directors to administer the
Plan have duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Akron, State of
Ohio, on September 29, 1995.
THE FIRSTMERIT CORPORATION AND SUBSIDIARIES
EMPLOYEES' SALARY SAVINGS RETIREMENT PLAN
By: /s/ Terry E. Patton
-----------------------------------------
Terry E. Patton, Chairman, Administrative
Committee
POWER OF ATTORNEY
*Kevin C. O'Neil, pursuant to the Power of Attorney executed by each of the
directors, officers and committee members listed and indicated as signing
above, and filed with the Securities and Exchange Commission as an Exhibit to
this registration statement, by signing his name hereto does hereby sign and
execute this registration statement on behalf of each of the directors,
officers and committee members listed and indicated as signing above in the
capacity or capacities in which the name of each appears.
Dated: September 29, 1995 By: /s/ Kevin C. O'Neil
----------------------------------------
Kevin C. O'Neil
6
<PAGE> 7
INDEX OF EXHIBITS
<TABLE>
<S> <C>
5 Opinion of Brouse & McDowell, counsel for FirstMerit
Corporation, regarding legality of the securities to be
registered
23(a) Consent of Coopers & Lybrand
23(b) Consent of Brouse & McDowell, counsel for FirstMerit
Corporation (contained in the opinion of Brouse & McDowell
filed herewith as Exhibit 5)
24 Power of Attorney
</TABLE>
7
<PAGE> 1
BROUSE &
MCDOWELL
----------------------
A LEGAL PROFESSIONAL ASSOCIATION
500 First National Tower Akron, Ohio 44308-1471 Akron: 216/535-5711
Cleveland: 216/659-4620 Fax: 216/253-8601/8602
EXHIBIT 5
September 29, 1995
FirstMerit Corporation
III Cascade Plaza, 7th Floor
Akron, Ohio 44308
Gentlemen:
Reference is made to your Registration Statement on Form S-8 filed with the
Securities and Exchange Commission ("Commission") with respect to the
FirstMerit Corporation and Subsidiaries Employees' Salary Savings Retirement
Plan (the "Plan") the participation interests and the 400,000 shares of
FirstMerit Corporation's (the "Company") common stock, no par value per share
("Shares") to be offered pursuant to the Registration Statement and terms and
conditions of the Plan. We have acted as legal counsel for you in connection
with such Registration Statement and we have examined such documents, records
and matters of law as we have deemed necessary for purposes of this opinion and
based thereon, we are of the opinion that:
1. The Company is a duly organized and existing corporation in good
standing under the laws of the State of Ohio.
2. The Shares that may be issued or transferred and sold pursuant to
the Registration Statement are duly authorized, and will be, when issued or
transferred and sold in accordance with the Registration Statement, the
prospectus and the Plan, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 filed by the Company to effect the
registration of the participation interests and the Shares.
Very truly yours,
BROUSE & McDOWELL
/s/ Brouse & McDowell
95-213
<PAGE> 1
EXHIBIT 23(A)
CONSENT OF COOPERS & LYBRAND, L.L.P.
Board of Directors
FirstMerit Corporation
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of (i) our report dated January 17, 1995, except for Note 2, as to
which the date is January 31, 1995, relating to the consolidated balance sheets
of FirstMerit Corporation and subsidiaries as of December 31, 1994 and 1993,
and the related consolidated statements of income, shareholders' equity, and
cash flows for each of the years in the three-year period ended December 31,
1994; (ii) our report dated March 24, 1995, relating to the Statements of Net
Assets Available for Plan Benefits of FirstMerit Corporation Employee Stock
Purchase Plan at December 31, 1994 and 1993 and the related Statements of
Changes in Net Assets Available for Plan Benefits for the years then ended; and
(iii) our report dated April 7, 1995, relating to the Statements of Net Assets
Available for Plan Benefits of FirstMerit Corporation and Subsidiaries
Employee's Salary Savings Retirement Plan at December 31, 1994 and 1993, and
the related Statements of Changes in Net Assets Available for Plan Benefits for
the years then ended; all of such reports appear in Amendment No. 1 to the
annual report on Form 10-K of FirstMerit Corporation.
/s/ Coopers & Lybrand, L.L.P.
Coopers & Lybrand, L.L.P.
Akron, Ohio
September 29, 1995
<PAGE> 1
EXHIBIT 23(B)
CONSENT OF BROUSE & MCDOWELL
(Contained in Exhibit 5 filed herewith)
<PAGE> 1
EXHIBIT 24
FIRSTMERIT CORPORATION
LIMITED POWER OF ATTORNEY
REGISTRATION STATEMENT ON FORM S-8
The undersigned directors and officers of FirstMerit Corporation (the
"Company") hereby constitute and appoint Terry E. Patton, and/or Kevin C.
O'Neil, and each of them, with full power of substitution and resubstitution,
as attorneys or attorney of the undersigned, to execute and file under the
Securities Act of 1933 a Registration Statement on Form S-8 relating to the
registration of shares of the Common Stock and participation interests of the
Company relating to The FirstMerit Corporation and Subsidiaries Employees'
Salary Savings Retirement Plan, and any and all amendments and exhibits
thereto, including pre- and post-effective amendments, and any and all
applications or other documents to be filed with the Securities and Exchange
Commission, National Association of Securities Dealers and any state securities
agencies pertaining to such registration, with full power and authority to do
and perform any and all acts and things whatsoever necessary, appropriate or
desirable to be done in the premises, or in the name, place and stead of the
said directors and officers, hereby ratifying and approving the acts of said
attorneys and any of them and any such substitute.
EFFECTIVE the 21st day of September, 1995, unless otherwise indicated
below.
<TABLE>
<S> <C>
/s/ John R. Cochran /s/ Gary J. Elek
- ------------------------------------------- ------------------------------------------
John R. Cochran Gary J. Elek
President and Chief Executive Officer Senior Vice President and Treasurer
/s/ Howard L. Flood /s/ John C. Blickle
- ------------------------------------------- -----------------------------------------
Howard L. Flood, Chairman and Director John C. Blickle, Director
/s/ Richard A. Chenoweth
- ------------------------------------------- -----------------------------------------
Robert M. Carter, Director Richard A. Chenoweth, Director
/s/ Elizabeth A. Dalton
- ------------------------------------------- -----------------------------------------
Elizabeth A. Dalton, Director Richard G. Gilbert, Director
/s/ Terry L. Haines /s/ Clifford J. Isroff
- ------------------------------------------- -----------------------------------------
Terry L. Haines, Director Clifford J. Isroff, Director
/s/ Philip A. Lloyd, II /s/ Robert G. Merzweiler
- ------------------------------------------- ----------------------------------------
Philip A. Lloyd, II, Director Robert G. Merzweiler, Director
/s/ Stephen E. Myers
- ------------------------------------------- ---------------------------------------
Stephen E. Myers, Director Gilbert H. Neal, Director
/s/ Roger T. Read /s/ Justin T. Rogers
- ------------------------------------------- --------------------------------------
Roger T. Read, Director Justin T. Rogers, Director
- -------------------------------------------
Del Spitzer, Director
</TABLE>
