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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): OCTOBER 23, 1998
FIRSTMERIT CORPORATION
(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 (330) 384-8000
(Address of Principal Executive Offices) (Zip Code) (Telephone Number)
Copy to:
Kevin C. O'Neil
Brouse & McDowell
500 First National Tower
Akron, Ohio 44308-1471
(330) 434-5207
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ITEM 5. OTHER EVENTS.
On October 23, 1998, FirstMerit Corporation ("FirstMerit") completed
its acquisition of Security First Corp. ("Security First") whereby Security
First was merged with and into FirstMerit. FirstMerit is the surviving entity.
The merger was completed pursuant to the Agreement of Affiliation and Plan of
Merger between Security First and FirstMerit, dated April 5, 1998. The merger
was structured as a tax-free exchange for Security First shareholders who
received FirstMerit common stock, and will be accounted for as a
pooling-of-interest transaction.
The terms of the merger are more fully described in the FirstMerit and
Security First Prospectus/Proxy Statement dated July 1, 1998, included in
FirstMerit's Form S-4 Registration No. 333-57439.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
99.1 Agreement of Affiliation and Plan of Merger dated April 5,
1998 by and between FirstMerit Corporation and Security
First Corp. (Incorporated by reference from Exhibit 99.1
of Form 8-K filed by the registrant on April 9, 1998.)
99.2 Security First Corp. Stock Purchase Option dated April 5,
1998 (Incorporated by reference from Exhibit 99.2
of Form 8-K filed by the registrant on April 9, 1998.)
99.3 Text of Press Release dated October 23, 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: October 23, 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 April 5,
1998 by and between FirstMerit Corporation and Security
First Corp. (Incorporated by reference from Exhibit 99.1
of Form 8-K filed by the registrant on April 9, 1998.)
99.2 Security First Corp. Stock Purchase Option dated April 5,
1998 (Incorporated by reference from Exhibit 99.2 of Form
8-K filed by the registrant on April 9, 1998.)
99.3 Text of Press Release dated October 23, 1998 issued by
FirstMerit Corporation
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EXHIBIT 99.3
News Release
FirstMerit Corporation
111 Cascade Plaza, Akron, OH 44308-1103
330 996-6300
www.FirstMerit.com
FirstMerit Logo
For Release: October 23, 1998
For Information Contact: Dixie Vinez
Vice President/Marketing
(330) 384-7068
FIRSTMERIT/SECURITY FIRST ACQUISITION COMPLETED
SENIOR MANAGEMENT APPOINTMENTS MADE
Akron, Ohio . . . FirstMerit Corporation (FMER) today announced the
completion of its acquisition of Security First Corporation of Mayfield Heights,
Ohio. Its affiliates, Security Federal Savings and Loan Association of Cleveland
and First Federal Savings of Kent will become part of FirstMerit Bank, N.A.
Customers will now have 157 offices and 179 ATMs in Northern Ohio to do their
banking.
Sid A. Bostic, President and Chief Operating Officer of FirstMerit Corporation
announced the following appointments:
JACK R. GRAVO, Executive Vice President, Administration/Finance of FirstMerit
Corporation to President, FirstMerit Mortgage Corporation, Executive Vice
President, FirstMerit Corporation and Director, FirstMerit Bank, N.A. FirstMerit
Mortgage originates and services mortgage loans throughout the FirstMerit Bank
market areas in Northeast Ohio, and is recording record volume in 1998.
AUSTIN J. MULHERN, President and Chief Operating Officer of Security First
Corporation becomes Senior Vice President and Chief Financial Officer of both
FirstMerit Corporation and FirstMerit Bank, N.A. and Director, FirstMerit Bank,
N.A.
CHARLES F. VALENTINE, Chairman and Chief Executive Officer of Security First
Corporation becomes Executive Vice President, FirstMerit Corporation, President
and Chief Executive Officer, Construction Financing Division, FirstMerit Bank,
N.A. and Director of FirstMerit Corporation and FirstMerit Bank, N.A.
FirstMerit is a $6.26 billion holding company. FirstMerit's principal
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.
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