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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)(1/)
COBANCORP INC.
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(Name of Issuer)
COMMON STOCK, NO PAR VALUE
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(Title of Class of Securities)
190750109
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(CUSIP Number)
Terry E. Patton
Senior Vice President, Counsel and Secretary
FirstMerit Corporation
III Cascade Plaza, 7th Floor
Akron, Ohio 44308
(330)384-7033
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Kevin C. O'Neil, Brouse & McDowell
500 First National Tower, Akron, Ohio 44308
(330) 434-5207
February 7, 1998
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
(Continued on following pages)
- ------------------------------
(1/) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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SCHEDULE 13D
CUSIP NO. 190750109
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
FIRSTMERIT CORPORATION
IRS Identification No. 34-1339938
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC, OO (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
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7 SOLE VOTING POWER
687,311 (See Item 5)
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8 SHARED VOTING POWER
NUMBER OF SHARES 0 (See Item 5)
BENEFICIALLY ----------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON
WITH 687,311 (See Item 5)
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
687,311 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/ (See Item 5)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.9% (See Item 5)
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 to Statement on Schedule 13D (this "Statement")
relates to the common stock, no par value per share ("CoBancorp Common"), of
CoBancorp Inc., a bank holding company incorporated under the laws of the
State of Ohio(the "CoBancorp"). The principal executive offices of CoBancorp
are located at 1530 West River Road North, Elyria, Ohio 44035.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c), (f): This Statement is being filed by FirstMerit
Corporation, an Ohio corporation ("FirstMerit"). FirstMerit is a multi-bank
holding company. FirstMerit's principal business and principal executive offices
are located at III Cascade Plaza, 7th Floor, Akron, Ohio 44308.
The names of the directors and executive officers of FirstMerit and
their respective business addresses or residences, citizenship and present
principal occupations or employment, as well as the names, principal businesses
and addresses of any corporations or other organizations in which such
employment is conducted, are set forth on Schedule I hereto, which Schedule I is
incorporated herein by reference.
Other than the directors and executive officers, there are no persons
or corporations controlling or ultimately in control of FirstMerit.
(d), (e): During the last five years, neither FirstMerit nor, to its
knowledge, any of the persons listed in Schedule I hereto has (i) been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) been a party to any civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which proceeding such person was
or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As more fully described in Item 4 hereof, CoBancorp has granted to
FirstMerit an option pursuant to which FirstMerit has the right, upon the
occurrence of certain events (none of which has yet occurred) to purchase up to
19.9% (currently being 687,311 shares) of CoBancorp Common at a per share price
equal to $40.00. If such option were exercisable and FirstMerit were to exercise
such option in full on the date hereof, the funds required to purchase the
shares of CoBancorp Common issuable upon such exercise would be $27,492,440. It
is currently anticipated that such funds would be provided from FirstMerit's
working capital or by borrowings from other sources yet to be determined.
ITEM 4. PURPOSE OF TRANSACTION
(a) - (j): MERGER AGREEMENT.
CoBancorp and FirstMerit have entered into an Agreement of Affiliation
and Plan of Merger dated as of November 2, 1997 (the "Agreement") pursuant to
which the Company will, subject to the conditions and upon the terms stated
therein, merge with and into FirstMerit (the "Merger"). FirstMerit will be the
surviving corporation in the Merger. The Merger Agreement provides that the
articles of
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incorporation and code of regulations of FirstMerit in effect as of the
effective time of the Merger (the "Effective Time") will be the certificate of
incorporation and code of regulations of the surviving corporation.
Under the terms of the Agreement, each share of CoBancorp common stock
will be exchanged for $44.50 in cash or for shares of common stock of FirstMerit
with a market value per share of $44.50, based upon the market value of
FirstMerit common stock during a ten day period ending ten days prior to closing
of the transaction ("Pricing Period"), subject to adjustment as provided for in
the Agreement ("Average Closing Price"). CoBancorp shareholders may elect to
exchange their common stock for either common stock of FirstMerit, or $44.50 in
cash, provided that no less than 30 percent nor more than 49 percent of the
total transaction value will be paid in cash.
Each CoBancorp shareholder will have a right to elect to receive (a)
shares of FirstMerit Common Stock, (b) cash in the amount of $44.50 per share of
CoBancorp common stock, or (c) a specified amount of shares of FirstMerit Common
Stock with the balance as cash in the amount of $44.50 per share of CoBancorp
common stock. A CoBancorp shareholder can also make no election.
On the date the Agreement was executed, the "Exchange Ratio" for the
CoBancorp common stock was 1.745, based upon per share prices of CoBancorp and
FirstMerit common stock of $44.50 and $25.50, respectively. The Exchange Ratio,
however, will not be fixed until the end of the Pricing Period. If the Average
Closing Price of the FirstMerit common stock is (a) greater than $30.60, then
the Exchange Ratio will equal $48.53 divided by the Average Closing Price, (b)
equal to or greater than $28.05 but less than or equal to $30.60 per share, then
the Exchange Ratio will be 1.586, (c) greater than $22.95 but less than $28.05
per share, then the Exchange Ratio will be adjusted by multiplying the Exchange
Ratio by a factor equal to $25.50 divided by the Average Closing Price, or (d)
equal to or less than $22.95, subject to the right of CoBancorp to terminate and
of FirstMerit to "gross-up," then the Exchange Ratio will be 1.939.
If the Average Closing Price of FirstMerit common stock is less than
$20.40, CoBancorp may elect to terminate the Agreement. If CoBancorp makes such
an election, FirstMerit has the right to agree to fix and "gross up" the
Exchange Ratio at 1.939. If FirstMerit does so, CoBancorp may not terminate the
Agreement.
If the CoBancorp shareholders elect less than 30 percent or more than
49 percent of the total transaction value to be paid in cash, the Agreement
provides that generally shareholders will have certain of their elections
allocated on a pro rata basis so that no less than 30 percent nor more than 49
percent of the total transaction value will be paid in cash.
Any shares of CoBancorp Common held as treasury stock immediately prior
to the Effective Time will be canceled and will not be exchanged for shares of
FirstMerit common stock or cash. Following the Merger, the shares of CoBancorp
Common previously issued by the Company will (i) cease to be authorized to be
quoted in the Nasdaq National Market System ("Nasdaq/NMS")and (ii) become
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
The Merger Agreement provides that the Company will not deliver or pay
any dividends or make any distributions on shares of CoBancorp Common, except
cash dividends of $0.22 per share unless otherwise permitted by the Merger
Agreement, and that the Company and FirstMerit will coordinate the delivery or
payment of any dividends on CoBancorp Common in the quarter in which the
Effective Time shall occur to make such payment equitable.
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Consummation of the Merger is subject to certain customary conditions,
including, among others, (i) the approval of the Merger, the Agreement and the
transactions contemplated thereby by the CoBancorp shareholders at a meeting
held for such purpose, and (ii) receipt of certain regulatory approvals.
OPTION AGREEMENT
GENERAL. Subsequent to the execution of the Merger Agreement, and
subject to FirstMerit's right to terminate the Merger Agreement if not executed,
the Company and FirstMerit entered into a Stock Purchase Option dated as of
November 3, 1997 (the "Option Agreement") pursuant to which FirstMerit was
granted an irrevocable option (the "CoBancorp Stock Option") to purchase up to
19.9% (currently being 687,311 shares without giving effect to the issuance of
any shares subject to CoBancorp stock option plans and the CoBancorp Stock
Option)of CoBancorp Common, at a price equal to $40.00 per share. The number of
shares and the purchase price are subject to adjustment as described in the
CoBancorp Stock Option.
One effect of the CoBancorp Stock Option is to increase the likelihood
that the Merger will be consummated in part by making it both more difficult and
more expensive for another party to attempt to obtain control of or acquire
CoBancorp.
PURCHASE EVENTS; EXERCISE OF OPTION. The CoBancorp Stock Option
provides that FirstMerit may exercise the CoBancorp Stock Option upon the
occurrence of one or more of the following "Purchase Events:"
(a) CoBancorp or any of its subsidiaries, without the prior written
consent of FirstMerit, authorizes, recommends, proposes, or publicly announces
an intention to authorize, recommend, or propose, or enters into an agreement to
effect (i) a merger, consolidation, or other business combination involving
CoBancorp or any of its significant subsidiaries with or into any person (other
than a merger, consolidation, joint venture, or other business combination with
or into FirstMerit or any of FirstMerit's subsidiaries, or a merger or
consolidation of any of CoBancorp's subsidiaries with or into CoBancorp or any
of its other subsidiaries), (ii) a sale, lease, or other disposition of assets
or earning power of CoBancorp or any of its subsidiaries, in one or more
transactions, representing 20% or more of the consolidated assets or earning
power of CoBancorp and its subsidiaries to any person (other than FirstMerit or
any of its subsidiaries), or (iii) an issuance, sale, or other disposition
(whether by means of a merger, consolidation, share exchange, or other
transaction) of securities representing 20% or more of the voting power of
CoBancorp or any of its significant subsidiaries to any person (other than
FirstMerit or any of its subsidiaries) (any of the foregoing being an
"Acquisition Transaction;" except that, if FirstMerit has given its prior
written consent to any such transaction, such transaction will not be considered
an "Acquisition Transaction");
(b) any person (other than FirstMerit or any of its subsidiaries)
commences or files a registration statement under the Securities Act with
respect to, a tender offer or exchange offer to acquire shares of CoBancorp
Common Stock such that, upon consummation of the offer, that person would
beneficially own 25% or more of the CoBancorp Common Stock then outstanding;
(c) any person (other than FirstMerit or any of its subsidiaries, any
of CoBancorp's subsidiaries in a fiduciary capacity in the ordinary course of
its business, any employee benefit plan or employee stock ownership plan of
CoBancorp or any of its subsidiaries, or any person organized, appointed, or
established by CoBancorp or any of its subsidiaries for or pursuant to any such
plan), alone or together with such person's affiliates, acquires beneficial
ownership of 20%
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or more of the CoBancorp Common Stock then outstanding, or any group (other than
a group of which FirstMerit or any of its subsidiaries, any of CoBancorp's
subsidiaries in a fiduciary capacity in the ordinary course of its business, any
employee benefit plan or employee stock ownership plan of CoBancorp or any of
its subsidiaries, or any person organized, appointed, or established by
CoBancorp or any of its subsidiaries for or pursuant to any such plan) has been
formed that beneficially owns 20% or more of the CoBancorp Common Stock then
outstanding; or
(d) the holders of CoBancorp Common Stock do not approve the Merger
Agreement at the meeting of such holders (or any adjournment or postponement
thereof) held for the purpose of voting on the Merger Agreement, such meeting is
not held or is canceled (and not rescheduled) prior to termination of the Merger
Agreement, or CoBancorp's Board of Directors withdraws or modifies in a manner
adverse to FirstMerit the recommendation of CoBancorp's Board of Directors that
CoBancorp's stockholders approve the Merger and adopt the Merger Agreement, in
each case after any person (other than FirstMerit or any of its subsidiaries),
after November 2, 1997, (i) publicly announces a bona fide proposal, or publicly
discloses a bona fide intention to make a bona fide proposal, to engage in an
Acquisition Transaction (or CoBancorp publicly discloses receipt of such a
proposal) or (ii) files an application or gives notice under the BHCA or the
Change in Bank Control Act of 1978 for approval to engage in an Acquisition
Transaction.
Generally, the right to exercise the CoBancorp Stock Option terminates
upon the earliest of (a) the completion of the Merger, (b) 12 months after the
first occurrence of a Purchase Event, and (c) termination of the Merger
Agreement in accordance with its terms before the occurrence of a Purchase
Event.
In the event of any change in the CoBancorp Common Stock by reason of a
stock dividend, split-up, recapitalization, combination, exchange of shares, or
similar transaction, the type and number of shares or securities subject to the
CoBancorp Stock Option and the purchase price therefor will be adjusted
appropriately.
REPURCHASE OF OPTION. During the 12-month period following the first
occurrence of a Repurchase Event (as described below), FirstMerit will have the
right to require CoBancorp to repurchase the CoBancorp Stock Option and all
shares of CoBancorp Common Stock purchased upon exercise of the CoBancorp Stock
Option that are beneficially owned by FirstMerit at the time the repurchase is
requested. The aggregate repurchase price will be the sum of (a) the aggregate
purchase price paid by FirstMerit for all shares of CoBancorp Common Stock
purchased upon exercise of the CoBancorp Stock Option that are beneficially
owned by FirstMerit at the time the repurchase is requested, (b) the excess, if
any, of the Applicable Price (as described below) over the purchase price paid
by FirstMerit for each share of CoBancorp Common Stock purchased upon exercise
of the CoBancorp Stock Option that is beneficially owned by FirstMerit at the
time the repurchase is requested, multiplied by the number of such shares, and
(c) the excess, if any, of the Applicable Price over the purchase price payable
upon exercise of the CoBancorp Stock Option multiplied by the number of shares
with respect to which the CoBancorp Stock Option has not been exercised.
For purposes of this section, "Repurchase Event" has the same meaning
as "Acquisition Transaction," except that the percentage referred to in
subparagraph (a)(ii) of the definition of Acquisition Transaction above in the
paragraph captioned "Purchase Events; Exercise of Option" is 50%, and the
percentage referred to in subparagraph (a)(iii) of the definition is 40%. For
purposes of this section, "Applicable Price" means the highest of (x) the
highest price per share to be paid by any person (other than FirstMerit or any
of its subsidiaries) for CoBancorp Common Stock or the highest consideration per
share to be received
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by the holders of CoBancorp Common Stock, in each case pursuant to an agreement
for a merger, consolidation, joint venture, or other business combination with
CoBancorp that is entered into after November 2, 1997, and before the repurchase
is requested, (y) the highest closing sales price per share of CoBancorp Common
Stock reported on Nasdaq/NMS (or, if transactions in CoBancorp Common Stock are
not reported on Nasdaq/NMS, the highest bid price quoted on the principal
trading market on which the CoBancorp Common Stock is traded as reported by a
recognized source) during the 60 business days before the repurchase is
requested, and (z) in the event of the sale by CoBancorp or its subsidiaries, in
one or more transactions, of assets or earning power aggregating more than 50%
of the consolidated assets or earning power of CoBancorp and its subsidiaries to
any person (other than FirstMerit or any of its subsidiaries), the sum of the
price paid for such assets or earning power and the current value of the
remaining assets of CoBancorp and its subsidiaries, divided by the number of
shares of CoBancorp Common Stock outstanding at the time of the sale.
Notwithstanding any other provision, the consideration payable to FirstMerit
shall be adjusted so that the maximum payable to FirstMerit under this provision
will not exceed the aggregate price paid by FirstMerit pursuant to the CoBancorp
Stock Option, plus $5.0 million.
Except to the extent that FirstMerit has exercised its right to require
CoBancorp to repurchase the CoBancorp Stock Option and the CoBancorp Common
Stock purchased upon exercise of the CoBancorp Stock Option, as described in the
preceding paragraph, during the six-month period beginning 12 months after the
first occurrence of a Repurchase Event, CoBancorp will have the right to
repurchase from FirstMerit all of the shares of CoBancorp Common Stock purchased
upon exercise of the CoBancorp Stock Option that are beneficially owned by
FirstMerit at the time the repurchase is requested. The aggregate price will be
the greater of (a) 110% of the average closing sales price per share of
CoBancorp Common Stock reported on Nasdaq/NMS (or, if transactions in CoBancorp
Common Stock are not reported on Nasdaq/NMS, the highest bid price quoted on the
principal trading market on which the CoBancorp Common Stock is traded as
reported by a recognized source) for the 10 business days before the repurchase
is requested and (b) the sum of (x) the purchase price per share paid by
FirstMerit for such shares and (y) FirstMerit's "pre-tax per share carrying
cost" (as defined in the CoBancorp Stock Option) for such shares, multiplied in
either case by the number of shares being repurchased.
REGISTRATION RIGHTS; RIGHT OF FIRST REFUSAL. Upon request by FirstMerit
within the 18 month period following the first exercise of the CoBancorp Stock
Option (or later in the event of a delay in obtaining certain regulatory
approvals), CoBancorp will prepare and file a registration statement with the
Commission if such registration is necessary to permit the sale or other
disposition of the shares of CoBancorp Common Stock purchased upon exercise of
the CoBancorp Stock Option. CoBancorp will also permit FirstMerit to include the
shares in certain registration statements initiated by CoBancorp.
Until the later of (a) 24 months following the first exercise of the
CoBancorp Stock Option and (b) termination of the CoBancorp Stock Option,
CoBancorp will have a right of first refusal with respect to the sale or other
disposition of shares of CoBancorp Common Stock purchased upon exercise of the
CoBancorp Stock Option. This right of first refusal will not, however, apply to
(x) any disposition in which the proposed transferee will receive not more than
two percent of the outstanding CoBancorp Common Stock, (y) any registered public
offering in which steps are taken to reasonably ensure that no purchaser will
acquire more than two percent of the outstanding CoBancorp Common Stock, and (z)
any transfer to a wholly owned subsidiary of FirstMerit that agrees to be bound
by the terms of the CoBancorp Stock Option.
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TERMINATION OF OPTION. FirstMerit may not exercise the CoBancorp Stock
Option if, at the time of exercise, it is in material breach of the Merger
Agreement. Moreover, CoBancorp's obligations under the CoBancorp Stock Option
will terminate and the CoBancorp Stock Option will no longer be exercisable if
the Merger Agreement is terminated and FirstMerit is in material breach of the
Merger Agreement when it is terminated; provided that, for this purpose, if the
Merger Agreement is to be terminated by FirstMerit, CoBancorp must upon request
notify FirstMerit if a material breach by FirstMerit exists and, if the Merger
Agreement is terminated by CoBancorp and all of the material breaches are
curable, CoBancorp must provide FirstMerit with notice of the material breaches
and an opportunity to cure.
ADDITIONAL PROVISIONS. Certain rights and obligations of CoBancorp and
FirstMerit under the CoBancorp Stock Option are subject to receipt of required
regulatory approvals. Among others things, regulatory approvals are required for
the acquisition by FirstMerit of more than five percent of the outstanding
CoBancorp Common Stock.
Copies of the Merger Agreement and the Stock Purchase Option are
attached as exhibits to this Statement and are incorporated herein by reference.
The foregoing summary of such documents is not intended to be complete and is
qualified in its entirety by reference to the actual documents being filed
herewith.
Except as set forth herein, FirstMerit has no current plans or
proposals with respect to the Company that relate to or would result in any of
the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a), (b): FirstMerit may be deemed to be the beneficial owner of the
687,311 shares of CoBancorp Common issuable upon exercise of the CoBancorp Stock
Option. As provided in the Option Agreement, FirstMerit may exercise the
CoBancorp Stock Option only upon the happening of one or more events, none of
which has occurred. See Item 4 hereof. Since the CoBancorp Stock Option is not
currently exercisable, FirstMerit expressly disclaims beneficial ownership of
any of such shares of CoBancorp Common. If the CoBancorp Stock Option were
currently exercisable and exercised in full, the shares of CoBancorp Common
issuable upon exercise of the CoBancorp Stock Option would represent
approximately 19.9% of the total number of outstanding shares of CoBancorp
Common (after giving effect to the issuance of such shares)(based upon the
3,453,824 shares of CoBancorp Common represented by CoBancorp in the Merger
Agreement to be issued and outstanding as of November 2, 1997).
FirstMerit has no right to vote or dispose of the shares of CoBancorp
Common issuable upon exercise of the CoBancorp Stock Option unless and until
such time as the CoBancorp Stock Option is exercised. If FirstMerit were to
exercise the CoBancorp Stock Option, it would have sole power to vote and to
dispose of the shares of CoBancorp Common issued as a result of such exercise.
As of February 10, 1998, to its knowledge, FirstMerit and its subsidiaries, hold
no shares of CoBancorp Common.
Except as set forth above, neither FirstMerit nor, to its knowledge,
any of the persons listed on Schedule I hereto beneficially owns any shares of
CoBancorp Common.
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(c): Except for the issuance of the CoBancorp Stock Option, neither
FirstMerit nor, to its knowledge, any of the persons listed on Schedule I hereto
has effected any transaction in shares of CoBancorp Common for such person's own
account during the past 60 days. In the ordinary course of their trust and
investment management business, subsidiaries of FirstMerit may have effected
transactions in shares of CoBancorp Common during the past 60 days on behalf of
trust accounts ("Trust Accounts").
(d): No other person has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the shares of
CoBancorp Common issuable upon exercise of the CoBancorp Stock Option. To its
knowledge, any beneficiaries of Trust Accounts would likely have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, any shares of CoBancorp Common held in any such Trust
Accounts.
(e): Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as set forth in response to Items 3, 4 and 5 hereof, neither
FirstMerit nor, to its knowledge, any of the persons listed on Schedule I hereto
has any contracts, arrangements, understandings or relationships (legal or
otherwise) with any person with respect to any securities of the Company,
including, but not limited to, transfer or voting any of the securities,
finder's fees, joint ventures, loan or option arrangements, put or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
1. Merger Agreement dated November 2, 1997 between CoBancorp
Inc. and FirstMerit Corporation*
2. Stock Purchase Option dated November 3, 1997 between CoBancorp
Inc. and FirstMerit Corporation*
* Incorporated by reference from the Schedule 13D filed by FirstMerit
Corporation on November 12, 1997.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and correct.
FirstMerit Corporation
Dated: February 10, 1998 By: /s/Terry E. Patton
------------------------
Terry E. Patton
Senior Vice President, Counsel
and Secretary
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF FIRSTMERIT CORPORATION
The names, business addresses and present principal occupations of the directors
and executive officers of FirstMerit Corporation ("FirstMerit") are set forth
below. If no business address is given, the director's or executive officer's
business address is III Cascade Plaza, Akron, Ohio 44308. The business address
of each FirstMerit director is also the business address of such director's
employer, if any. Unless otherwise indicated, all directors and executive
officers listed below are citizens of the United States.
I. DIRECTORS
<TABLE>
<CAPTION>
NAME PRESENT PRINCIPAL OCCUPATION AND ADDRESS
<S> <C>
Karen S. Belden Co-owner, Easterday's Gift Shop and Florist
3002 Woodcliff Drive, NW
Canton, Ohio 44718
R. Cary Blair Chairman, President and Chief Executive
Officer
Westfield Companies
I Park Circle
P.O. Box 5001
Westfield Center, Ohio 44251
John C. Blickle President
Heidman, Inc., dba McDonald's Restaurants
400 West Market Street
Akron, Ohio 44303
Sid A. Bostic President and Chief Operating Officer
FirstMerit Corporation and FirstMerit
Bank, N.A.
Robert W. Briggs President
Buckingham, Doolittle & Burroughs
50 S. Main Street
Akron, Ohio 44308
John R. Cochran Chairman and Chief Executive Officer
FirstMerit Corporation and First Merit
Bank, N.A.
Elizabeth A. Dalton 1900 Ashwood Drive
Akron, Ohio 44313
Terry L. Haines President and Chief Executive Officer
A. Schulman, Inc.
3550 W. Market Street
Akron, Ohio 44333
Clifford J. Isroff Chairman and Secretary
I Corp.
4000 Embassy Parkway, Suite 110
Akron, Ohio 44333
Philip A. Lloyd, II Partner
Brouse & McDowell
500 First National Tower
Akron, Ohio 44308
</TABLE>
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<TABLE>
<S> <C>
Robert G. Merzweiler President and Chief Executive Officer
Landmark Plastic Corporation
P.O. Box 7646
Akron, Ohio 44306
Stephen E. Myers President and Chief Executive Officer
Myers Industries, Inc.
1293 South Main Street
Akron, Ohio 44301
Roger T. Read 2966 N. Martadale Drive
Akron, Ohio 44333
Justin T. Rogers, Jr. 370 Delaware Ave.
Akron, Ohio 44303
Del Spitzer President
Spitzer Management, Inc.
150 E. Bridge Street
Elyria, Ohio 44035
II. EXECUTIVE OFFICERS
NAME PRESENT PRINCIPAL OCCUPATION AND ADDRESS
John R. Cochran Chairman and Chief Executive Officer
Sid A. Bostic President and Chief Operating Officer
John R. Macso President, FirstMerit Services
Division and Chief Technology
Officer
Robert P. Brecht Executive Vice President
Jack R. Gravo Executive Vice President
Bruce M. Kephart Executive Vice President
George P. Paidas Executive Vice President
Gregory R. Bean Senior Vice President
Gary J. Elek Senior Vice President
Terry E. Patton Senior Vice President, Counsel and
Secretary
William E. Stansifer Senior Vice President
Carrie L. Tolstedt Executive Vice President
</TABLE>
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FIRSTMERIT CORPORATION
SCHEDULE 13D/A: COBANCORP INC.
INDEX OF EXHIBITS
EXHIBIT
1 Agreement of Affiliation and Plan of Merger dated
November 2, 1997 by and between FirstMerit
Corporation and CoBancorp Inc.*
2 CoBancorp Inc. Stock Purchase Option dated November 3, 1997*
* Incorporated by reference from the Schedule 13D filed by FirstMerit on
November 12, 1997
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