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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): FEBRUARY 12, 1999
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, LPA
500 First National Tower
Akron, Ohio 44308-1471
(330) 434-5207
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ITEM 5. OTHER EVENTS.
On February 12, 1999, FirstMerit Corporation ("FirstMerit") completed
its acquisition of Signal Corp ("Signal") whereby Signal 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 FirstMerit
and Signal, dated August 10, 1999. The merger was structured as a tax-free
exchange for Signal shareholders who received FirstMerit common or preferred
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
Signal Joint Proxy Statement/Prospectus dated October 27, 1999, included in
FirstMerit's Form S-4 Registration No. 333-63797.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The consolidated balance sheets of Signal Corp and subsidiaries as of
December 31, 1997 and 1996, and the related consolidated statements of
income, changes in shareholders' equity, and cash flows for the years
ended December 31, 1997, 1996 and 1995. (Incorporated by reference from
Exhibit 99(a) of Form 8-K filed by the registrant on August 31, 1999).
The consolidated balance sheets of Signal Corp and Subsidiaries as of
June 30, 1998 and December 31, 1997, and the related consolidated
statements of income, and cash flows for the six months ended June 30,
1998 and 1997. (Incorporated by reference from Exhibit 99(b) of Form
8-K filed by the registrant on August 31, 1999).
Any additional financial statements information required by this Item
will be filed by the registrant by amendment to this Form 8-K within
the period required.
(b) Pro Forma Financial Information.
The pro forma condensed combined balance sheets and income statements
for the six months ended June 30, 1998 and 1997, and for the income
statements for the years ended December 31, 1997, 1996 and 1995.
(Incorporated by reference from the "Pro Forma Financial Information"
section and other applicable sections, of the Form S-4/A (No.
333-63797) filed by the registrant on October 16, 1998).
Any additional pro forma financial information required by this Item
will be filed by the registrant by amendment to this Form 8-K within
the period required.
(c) Exhibits
2(a) Agreement of Affiliation and Plan of Merger dated
August 10, 1999 by and between FirstMerit
Corporation and Signal Corp (Incorporated by
reference from Exhibit 2(a) of Form 8-K filed by the
registrant on August 18, 1999)
2(b) Signal Corp Stock Purchase Option dated August 11,
1999 (Incorporated by reference from Exhibit 2(b) of
Form 8-K filed by the registrant on August 18, 1999)
99 Text of FirstMerit Corporation Press Release dated
February 12, 1999
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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: March 4, 1999 By: /s/ TERRY E. PATTON
------------------------------
Terry E. Patton, Secretary
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FIRSTMERIT CORPORATION
CURRENT REPORT ON FORM 8-K
INDEX OF EXHIBITS
EXHIBIT
2(a) Agreement of Affiliation and Plan of Merger dated
August 10 by and between FirstMerit Corporation and
Signal Corp. (Incorporated by reference from Exhibit
2(a) of Form 8-K filed by the registrant on August
18, 1999)
2(b) Signal Corp Stock Purchase Option dated August 11,
1999 (Incorporated by reference from Exhibit 2(b) of
Form 8-K filed by the registrant on August 18, 1999)
99 Text of FirstMerit Corporation Press Release dated
February 12, 1999
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Exhibit 99
FirstMerit Corporation Announces Completion of
Signal Corp Acquisition
AKRON, Ohio, Feb. 12 -- FirstMerit Corporation (Nasdaq:FMER) announced today the
completion of its acquisition of Signal Corp (Nasdaq: SGNL) of Wooster, Ohio,
first announced on August 11, 1998. The affiliates of the former Signal Corp,
Signal Bank, N.A. of Wooster, Ohio, Summit Bank, N.A. of Akron, Ohio and First
Federal Savings Bank of New Castle, Pennsylvania are now part of FirstMerit
Bank, N.A. Mobile Consultants, Inc. of Alliance, Ohio, which provides dealer
financing for manufactured housing to top-rated borrowers, became a subsidiary
of FirstMerit Corporation.
Gary G. Clark, former Chairman and Chief Executive Officer of Signal Corp, joins
the FirstMerit Corporation Board of Directors.
"We are delighted to have completed this acquisition and with the combination,
FirstMerit increases its market dominance in several key Northeast Ohio
communities, holds the #1 market share position in Summit, Stark, Medina, Lorain
and Wayne counties, and enters Western Pennsylvania for the first time," said
John R. Cochran, Chairman and Chief Executive Officer of FirstMerit. "Customers
will have the added convenience of 177 banking offices and 224 automated teller
machines. Our unparalleled commitment to customers and local communities is now
enhanced by the completion of this transaction."
FirstMerit is a $9.1 billion holding company, headquartered in Akron, Ohio.
Principal wholly-owned subsidiaries include FirstMerit Bank, N.A., FirstMerit
Mortgage Corporation, FirstMerit Credit Life Insurance Company and FirstMerit
Community Development Corporation serving the following counties in Ohio:
Ashland, Ashtabula, Crawford, Cuyahoga, Delaware, Erie, Franklin, Geauga, Huron,
Knox, Lake, Lorain, Madison, Medina, Portage, Richland, Seneca, Summit, Stark,
Wayne and Wood, and Lawrence County in Pennsylvania.
