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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): MAY 22, 1998
FIRSTMERIT CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
OHIO 0-10161 34-1339938
(State or other jurisdiction of (Commission (IRS employer
incorporation or organization) file number) identification number)
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III CASCADE PLAZA, 7TH FLOOR AKRON, OHIO 44308 (330) 384-8000
(Address of Principal Executive Offices) (Zip Code) (Telephone Number)
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Copy to:
KEVIN C. O'NEIL, ESQ.
BROUSE & MCDOWELL
500 First National Tower
Akron, Ohio 44308-1471
(330) 434-5207
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ITEM 5. OTHER EVENTS.
On May 22, 1998, FirstMerit Corporation ("FMER") completed its
acquisition of CoBancorp Inc. ("CoBancorp") whereby CoBancorp was merged with
and into FMER. FMER is the surviving entity. The merger was completed pursuant
to the Agreement of Affiliation and Plan of Merger between CoBancorp and FMER,
dated November 2, 1997. The Merger was structured as a tax-free exchange
for CoBancorp shareholders who received FirstMerit common stock, and will be
accounted for as a purchase transaction.
The terms of the merger are more fully described in the FMER and
CoBancorp Prospectus/Proxy Statement dated Janaury 29, 1998, included in
FirstMerit's Form S-4 Registration No. 333-43951.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(C) EXHIBITS.
99.1 Agreement of Affiliation and Plan of Merger dated November
2, 1997 by and between FirstMerit Corporation and CoBancorp
Inc.
99.2 CoBancorp Inc. Stock Purchase Option dated November 2, 1997
99.3 Text of Press Release dated May 22, 1998 issued by
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: May 22, 1998 By: /s/ Terry E. Patton
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Terry E. Patton
Secretary
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FIRSTMERIT CORPORATION
CURRENT REPORT ON FORM 8-K
INDEX OF EXHIBITS
EXHIBIT
99.1 Agreement of Affiliation and Plan of Merger dated November
2, 1997 by and between FirstMerit Corporation and CoBancorp
Inc. (Incorporated by reference from Exhibit 99.1 of Form
8-K filed by the registrant on November 12, 1997.)
99.2 CoBancorp Inc. Stock Purchase Option dated November 2, 1997
(Incorporated by reference from Exhibit 99.2 of Form 8-K
filed by the registrant on November 12, 1997.)
99.3 Text of Press Release dated May 22, 1998 issued by
FirstMerit Corporation
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Exhibit 99.3
NEWS RELEASE
FIRSTMERIT CORPORATION
III Cascade Plaza, Akron, OH 44308-1103
(330) 996-6300
www.FirstMerit.com
FOR RELEASE: May 22, 1998 [FIRSTMERIT CORPORATION LOGO]
FOR INFORMATION CONTACT: Dixie Vinez
Vice President/Marketing
(330) 384-7068
FIRSTMERIT/COBANCORP ACQUISITION COMPLETED
LAMB NAMED PRESIDENT AND CEO
AKRON, OHIO..... FirstMerit Corporation (FMER) announced today the completion of
its acquisition of CoBancorp Inc. of Elyria, Ohio. Its affiliates, PremierBank &
Trust and Jefferson Savings Bank will become part of FirstMerit Bank, N.A.
There will be no visible changes for our customers until Labor Day weekend
when PremierBank will operationally join FirstMerit Bank. Jefferson Savings
Bank will operationally join FirstMerit Bank in October. Beginning Tuesday,
May 26, CoBancorp customers will be able to use all FirstMerit Bank ATMs at no
charge.
Sid A. Bostic, President & Chief Operating Officer of FirstMerit Corporation,
announced that William G. Lamb has been promoted to President and CEO of
FirstMerit Bank/Elyria. He had been President and Managing Officer.
Lamb has been with the Corporation for 24 years, serving the Elyria bank in
areas of installment loans, branch management, administration, commercial loan,
chief operating officer, senior lender, managing officer and president.
Bill holds a BSBA in Marketing from the University of Akron, and is a graduate
of the School of Retail Management, University of Virginia; Ohio School of
Banking, Ohio University; Mellon School of Correspondent Banking; and American
Bankers Association School of Consumer Credit, University of Colorado. Lamb and
his wife have three children.
FirstMerit Corporation is a $6.1 billion holding company. FirstMerit's
wholly-owned subsidiaries, FirstMerit Bank, N.A., FirstMerit Mortgage
Corporation, FirstMerit Credit Life Insurance Company and FirstMerit Community
Development Corporation, serve Summit, Cuyahoga, Medina, Lorain, Stark, Wayne,
Portage, Erie, Ashtabula, Lake, Geauga, Delaware, Madison and Franklin counties
in Ohio.
