As filed with the Securities and Exchange Commission on October 5, 1994
Registration No. 33-
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
Registration Statement
Under
The Securities Act of 1933
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PREMIER FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-2852290
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
27 West Main Street, Suite 101
Freeport, Illinois 61032
(Address of principal executive offices, including zip code)
PREMIER FINANCIAL SERVICES, INC.
SENIOR LEADERSHIP AND DIRECTORS DEFERRED COMPENSATION PLAN
(Full title of the plan)
David L. Murray
Executive Vice President
Premier Financial Services, Inc.
27 West Main Street, Suite 101
Freeport, Illinois 61032
(Name and address of agent for service)
(815) 233-3671
(Telephone number, including area code, of agent for service)
With a copy to:
Shirley M. Lukitsch
Schiff Hardin & Waite
7200 Sears Tower
Chicago, Illinois 60606
(312) 258-5602
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Amount to be offering price per aggregate offering Amount of
Title of Securities to be Registered registered (1) share (2) price (2) registration fee (2)
- -------------------------------------- ------------- -------------------- -------------------- -------------------
<S> <C> <C> <C> <C>
Common Stock, par value $5.00 per share 200,000 $7.875 $1,575,000 $543.11
Interests in the Plan (3) (3) (3) (3)<PAGE>
</TABLE>
(1) Based upon the number of shares that would be purchased by the
trustee of the trust established in connection with the Premier
Financial Services, Inc. Senior Leadership and Directors Deferred
Compensation Plan during the five-year period beginning with the
effective date of this Registration Statement, if the estimated
aggregate employee and employer contributions during such period
were invested in such Common Stock at $7.875 per share, the
average of the high and low sales prices reported on the National
Association of Securities Dealers Automated Quotations System-
National Market System ("NASDAQ-NMS") on October 3, 1994. No
maximum number of shares are issuable under the Plan.
(2) Estimated on the basis of $7.875 per share, the average of the
high and low sales prices as quoted on NASDAQ-NMS on October 3,
1994, pursuant to Rule 457(h) and 457(c).
(3) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Plan
described herein for which no separate fee is required.
- 2 -<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by Premier
Financial Services, Inc. (the "Registrant") are incorporated herein by
reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993;
(b) The Registrant's Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 1994 and June 30, 1994;
and
(c) The description of the Registrant's Common Stock, par value
$5.00 per share contained in the Registrant's Registration
Statement on Form S-14, filed with the Securities and
Exchange Commission (the "Commission"), effective March 26,
1976.
All documents subsequently filed by the Registrant and/or
the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining
unsold, shall be deemed incorporated by reference herein and to be a
part hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated
by reference or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration
statement to the extent that such statement is modified or superseded
by any other subsequently filed document which is incorporated or is
deemed to be incorporated by reference herein. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the General Corporation Law of the State of Delaware
(the "Delaware Law"), directors and officers as well as other
employees and individuals may be indemnified against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement in connection with specified actions, suits or proceedings,
whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation -- a "derivative
action") if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the company,
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar
standard of care is applicable in the case of derivative actions,
except that indemnification only extends to expenses (including
attorney's fees) incurred in connection with the defense or settlement
of such an action, and the Delaware Law requires court approval before
there can be any indemnification where the person seeking
indemnification has been found liable to the company.
Article Eighth of the Restated Certificate of Incorporation
of the Registrant provides that the Registrant shall indemnify each
person who is or was a director or officer of the Registrant to the
full extent permitted by the Delaware Law.
Article VI of the Restated By-laws of the Registration
("Article VI") provides that to the extent permitted by the Delaware
Law, the Registrant shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the Registrant) by reason of the fact that such person is or
was a director or officer of the Registrant or is or was serving at
the request of the Registrant as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
Registrant, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the Registrant, and
with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.
- 4 -<PAGE>
Article VI provides that to the extent permitted by the
Delaware Law, the Registrant shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the Registrant to
procure a judgment in its favor by reason of the fact that he is or
was a director or officer of the Registrant or is or was serving at
the request of the Registrant as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the Registrant and except that no indemnification shall
be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the Registrant unless
and only to the extent that the Court of Chancery or the court in
which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or
such other court shall deem proper.
Article VI provides that any indemnification set forth above
(unless ordered by a court) shall be made by the Registrant only upon
a determination in the specific case that indemnification of the
director or officer is proper in the circumstances because he has met
the applicable standard of conduct. Such determination shall be made
(1) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or
proceeding, or (2) if such quorum is not obtainable, or, even if
obtainable and a quorum of disinterested directors so directs, by
independent legal counsel (compensated by the Registrant) in a written
opinion, or (3) by the stockholders.
Article VI provides that to the extent a director, officer,
employee or agent of the Registrant has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to
above, or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him in connection therewith.
Article VI provides that expenses incurred in defending a
civil, criminal, administrative or investigative action, suit or
proceeding, or threat thereof, may be paid by the Registrant in
advance of the final disposition of such action, suit or proceeding as
authorized by the Board of Directors, whether a disinterested quorum
exists or not, upon receipt of an undertaking by or on behalf of the
director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the
- 5 -<PAGE>
Registrant. The indemnification and advancement of expenses shall
not be deemed exclusive of any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under any
agreement, vote of stockholders, disinterested directors, or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office. The indemnification
and advancement of expenses provided by Article VI shall continue as
to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and
administrators of such a person. Finally, Article VI provides that
the Registrant may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the
Registrant, or is or was serving at the request of the Registrant as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
Registrant would have the power to indemnify him against such
liability under the provisions of Article VI or of the Delaware Law.
The Registrant has insurance which, subject to certain
policy limits, deductible amounts and exclusions, insures directors
and officers of the Registrant for liabilities incurred as a result of
acts committed in their capacity as directors and officers or claims
made against them by reason of their status as directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed herewith or incorporated by reference
herein are set forth in the Exhibit Index filed as part of this
registration statement on page 8 hereof.
ITEM 9. UNDERTAKINGS.
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-
- 6 -<PAGE>
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 (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form 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 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration
statement.
(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.
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.
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
- 7 -<PAGE>
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 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.
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 Freeport, State of Illinois, on September
22, 1994.
PREMIER FINANCIAL SERVICES, INC.
(Registrant)
By: /s/ Richard L. Geach
-----------------------------
Richard L. Geach
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below appoints Richard
L. Geach and David L. Murray or either of them, as such person's true
and lawful attorneys to execute in the name of each such person, and
to file, any amendments to this registration statement that either of
such attorneys may deem necessary or desirable to enable the
Registrant to comply with the Securities Act of 1933, as amended, and
any rules, regulations, and requirements of the Securities and
Exchange Commission with respect thereto, in connection with the
registration of the shares of Common Stock (and the Common Stock
Purchase Rights attached thereto) and interests in the Plan that are
subject to this registration statement, which amendments may make such
changes in such registration statement as either of the above-named
attorneys deems appropriate, and to comply with the undertakings of
the Registrant made in connection with this registration statement;
and each of the undersigned hereby ratifies all that either of said
attorneys will do or cause to be done by virtue hereof.
- 8 -<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
------------------------------- ------------------------------- --------------------
<S> <C> <C>
/s/Richard L. Geach President, Chief Executive September 22, 1994
----------------------------- Officer and Director (Principal
Richard L. Geach Executive Officer)
/s/David L. Murray Executive Vice President, Chief September 22, 1994
----------------------------- Financial Officer and Director
David L. Murray (Principal Financial and
Accounting Officer)
/s/ Donald E. Bitz Director September 22, 1994
-----------------------------
Donald E. Bitz
/s/ R. Gerald Fox Director September 22, 1994
-----------------------------
R. Gerald Fox
/s/ Charles M. Luecke Director September 22, 1994
-----------------------------
Charles M. Luecke
/s/ Edward G. Maris Director September 22, 1994
-----------------------------
Edward G. Maris
/s/ H. Barry Musgrove Director September 22, 1994
-----------------------------
H. Barry Musgrove
/s/ Joseph C. Piland Director September 21, 1994
-----------------------------
Joseph C. Piland
</TABLE>
- 9 -<PAGE>
THE PLAN. Pursuant to the requirements of the Securities Act of
1933, the Plan administrator has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Freeport, State of Illinois, on
September 22, 1994.
PREMIER FINANCIAL SERVICES, INC.
SENIOR LEADERSHIP AND DIRECTORS'
DEFERRED COMPENSATION PLAN
BY: PREMIER FINANCIAL SERVICES, INC.,
Plan Administrator
By: /s/ David L. Murray
----------------------------------
David L. Murray
Executive Vice President
- 10 -<PAGE>
EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
------- --------------------------------------- -------------
4.1 Premier Financial Services, Inc. Senior 12
Leadership and Directors Deferred
Compensation Plan
5 Opinion of Schiff Hardin & Waite. 27
23.1 Consent of KPMG Peat Marwick LLP 28
23.2 Consent of Schiff Hardin & Waite
(contained in their opinion filed as
Exhibit 5).
24 Powers of Attorney (contained on the
signature pages hereto).
- 11 -<PAGE>
EXHIBIT 4.1
PREMIER FINANCIAL SERVICES, INC.
SENIOR LEADERSHIP AND DIRECTORS DEFERRED COMPENSATION PLAN
--------------------------------------------------------------
- 12 -<PAGE>
CERTIFICATE
-----------
I, Michael J. Lester, Secretary of Premier Financial Services,
Inc., hereby certify that the attached document is a correct copy of
Premier Financial Services, Inc. Senior Leadership and Directors
Deferred Compensation Plan, as adopted by the Board of Directors on
July 28, 1994, effective August 1, 1994.
Dated this 4th day of August, 1994.
/s/ Michael J. Lester
------------------------------
As Secretary as Aforesaid
(Seal)
- 13 -<PAGE>
PREMIER FINANCIAL SERVICES, INC.
SENIOR LEADERSHIP AND DIRECTORS DEFERRED COMPENSATION PLAN
-------------------------------------------------------------
The Premier Financial Services, Inc. Senior Leadership and
Directors Deferred Compensation Plan was established effective August
1, 1994, for the Senior Leadership Employees and members of the Board
of Directors of Premier Financial Services, Inc. The purpose of the
Plan is to permit Senior Leadership Employees and Directors to
contribute a portion of their Compensation on a pre-tax basis toward
retirement benefits, enhance the overall effectiveness of the Premier
Financial Services, Inc. executive compensation program and to
attract, retain and motivate such individuals.
Accordingly, Premier Financial Services, Inc. hereby adopts the
Plan pursuant to the terms and provisions set forth below:
ARTICLE I
DEFINITIONS
Wherever used herein the following terms shall have the meanings
hereinafter set forth:
1.1. "Account" or "Accounts" means the account or accounts
maintained under the Plan by the Company in the Participant's name,
including the Participant's Employer Contribution Account and
Compensation Deferral Account.
1.2. "Board" means the Board of Directors of the Company.
1.3. "Bonus" means the additional cash remuneration payable to
a Participant annually pursuant to an Employer's performance
compensation program or any other plan, program or arrangement under
which an Employer pays an amount of cash remuneration to a Participant
above such Participant's Base Salary.
1.4. "Code" means the Internal Revenue Code of 1986, as amended
from time to time, and any regulations relating thereto.
1.5. "Company" means Premier Financial Services, Inc., a
Delaware corporation, or, to the extent provided in Section 6.8 below,
any successor corporation or other entity resulting from a merger or
consolidation into or with the Company or a transfer or sale of
substantially all of the assets of the Company.
1.6. "Company Stock" means the common stock of the Company.
- 14 -<PAGE>
1.7. "Compensation" means a Participant's Salary, Bonus or
Director's Fees payable in any calendar year. Compensation deferrals
elected under this Plan shall not affect the determination of
compensation or earnings for purposes of any other plan, policy or
program (including, but not limited to, the Qualified Savings Plan and
any other non-qualified plan) maintained by an Employer.
1.8. "Compensation Deferral Account" means the account or
accounts maintained under the Plan by the Company in the Participant's
name to which the Participant's Compensation Deferral Contributions
are credited in accordance with the Plan. A Participant shall be
fully vested in the amount in his Compensation Deferral Account at all
times.
1.9. "Compensation Deferral Contribution" means the amount of
Compensation a Participant elects to defer under Section 2.1 of the
Plan.
1.10. "Director" means an individual who is a member of the
Board.
1.11. "Director's Fees" means the annual and periodic fees paid
to the Director by the Company for service on the Board.
1.12. "Disability" means a Participant is permanently and
totally disabled as determined in the sole discretion of the Company.
1.13. "Employer" means the Company and any Affiliated Company
that adopts the Plan with the Company's consent. "Affiliated Company"
means a business entity that is a member of a controlled group of
corporations (as such term is defined in the Code) that includes the
Company. An Affiliated Company may adopt the Plan on behalf of its
Senior Leadership Employees, by resolution of its Board of Directors,
approved in writing by the Company.
1.14. "Employer Contribution Account" means the account or
accounts maintained under the Plan by the Company in the Participant's
name to which Employer Matching Contributions are credited in
accordance with the Plan.
1.15. "Employer Matching Contribution" means the contribution
made by each Employer under the Plan based on a Participant's
Compensation Deferral Contributions, according to Section 2.2 of the
Plan.
1.16. "Employment Termination" means the date of (i) a Senior
Leadership Employee's termination of employment with the Employer; or
(ii) a Director's termination of service on the Board, and shall
- 15 -<PAGE>
include such termination for any reason, unless expressly indicated
otherwise.
1.17. "Participant" means a Senior Leadership Employee of an
Employer who is eligible for participation pursuant to Section 1.23 or
a Director who has completed the election and enrollment forms
provided by the Company. A Participant who is demoted out of a
covered salary tier will continue as a Participant as to his existing
Accounts, but shall not be eligible to make further Compensation
Deferral Contributions or receive Employer Matching Contributions.
1.18. "Plan" means the Premier Financial Services, Inc. Senior
Leadership and Director's Deferred Compensation Plan, as set forth
herein and as hereinafter amended from time to time.
1.19. "Plan Year" means the calendar year, which is the
Company's fiscal year; except that, the period from the August 1, 1994
effective date of the Plan to December 31, 1994, shall be a short Plan
Year.
1.20. "Qualified Savings Plan" means the Premier Financial
Services, Inc. Employee Savings and Stock Plan and Trust, as amended
from time to time, and each successor or replacement plan.
1.21. "Retirement Date" means the first day of the calendar
month coincident with or next following the date on which a
Participant has: (i) attained age 55 years and completed at least 10
Years of Service; or (ii) attained age 60 years.
1.22. "Salary" means a Participant's annual base salary rate for
the Plan Year, as specified by an Employer prior to each Plan Year,
but including a Participant's variable compensation.
1.23. "Senior Leadership Employee" means each executive employee
of the Company designated as a Senior Leadership Employee by the Chief
Executive Officer and approved by the Board.
1.24. "Trust" means the trust agreement entered into by the
Company under which the Employers agree to contribute to a Trust for
the purpose of accumulating assets to assist the Employers in
fulfilling their obligations to Participants hereunder. Such Trust
Agreement shall be substantially in the form of the model trust
agreement set forth in Internal Revenue Service Revenue Procedure 92-
64, or any subsequent Internal Revenue Service Revenue Procedure, and
shall include provisions required in such model trust agreement that
all assets of the Trust shall be subject to the creditors of the
Employers in the event of insolvency.
- 16 -<PAGE>
1.25. "Years of Service" means the number of consecutive 12-
month periods of the Participant's employment with an Employer
(including years of employment prior to the date on which an Employer
became an Affiliated Company). No credit shall be given for partial
years of employment or periods of employment preceding an Employment
Termination and return to work.
1.26. Words in the masculine gender shall include the feminine
and the singular shall include the plural, and vice versa, unless
qualified by the context. Any headings used herein are included for
ease of reference only and are not to be construed so as to alter the
terms hereof.
ARTICLE II
COMPENSATION DEFERRAL CONTRIBUTIONS
EMPLOYER MATCHING CONTRIBUTIONS
2.1. COMPENSATION DEFERRAL ELECTIONS. Any Senior Leadership
Employee or Director may elect to become a Participant under the Plan
by completing the election form provided by the Company. A
Participant may elect to defer annually the receipt of a portion of
the Compensation otherwise payable to him by an Employer in any Plan
Year. The amount of Compensation deferred by a Participant shall be a
fixed amount or percentage of such Compensation, but shall not exceed:
(i) twenty percent (20%) of such Participant's Base Salary; (ii) fifty
percent (50%) of such Participant's Annual Bonus; (iii) and one
hundred percent (100%) of such Participant's Director's Fees.
The election by which a Participant elects to defer compensation
as provided in this Plan shall be in writing, signed by the
Participant, and delivered to the Company prior to January 1 of the
Plan Year in which the Compensation to be deferred is otherwise
payable to the Participant; except that:
(a) in the year in which the Plan is initially implemented,
a Participant may make an election to defer Compensation for
services to be performed subsequent to the election and within 30
days after the Plan is effective; and
(b) in the year in which a Participant first becomes
eligible to participate in the Plan, such Participant may make an
election to defer Compensation for services to be performed
within 30 days after the date he becomes eligible.
Any deferral election made by the Participant shall be irrevocable
with respect to the Compensation covered by such election.
- 17 -<PAGE>
2.2. EMPLOYER MATCHING CONTRIBUTIONS. Each Employer shall make
a matching contribution on behalf of Participants in its employ who
have elected to make Compensation Deferral Contributions. The Company
shall make a matching contribution on behalf of Participants who are
Directors and who elect to make Compensation Deferral Contributions.
The amount of Employer Matching Contribution made on behalf of each
Participant shall equal twenty-five percent (25%) of such
Participant's Compensation Deferral Contributions made under this
Plan. Employer Matching Contributions required under this Section
shall be made monthly.
2.3. INVESTMENT OF PARTICIPANTS' ACCOUNTS. Participants'
Compensation Deferral Contributions and Employer Matching
Contributions shall be contributed by the Employers to, and held and
invested under, the Trust. Participants' Compensation Deferral
Accounts and Employer Contribution Accounts and other assets of the
Trust shall be invested in shares of Company Stock, except that excess
amounts that are insufficient to purchase shares of Company Stock may
be held in cash until such amounts are sufficient to purchase Company
Stock.
All Compensation Deferral and Employer Matching Contributions
shall be credited to a Participant's Accounts and invested in shares
of Company Stock as of the last day of the month during which the
Compensation amounts would have been paid to the Participant, if not
deferred. Any amount of Company Stock held in a Participant's Account
that is forfeited according to Sections 2.4, 2.5, 3.5 or 3.6 shall be
applied toward Employer Matching Contributions required for that month
under Section 2.2 and this Section.
The trustee under the Trust shall purchase shares of Company
Stock in the market on or as soon as practicable after the date it
receives Participants' Compensation Deferral Contributions and
Employer Matching Contributions. The Company may, in its discretion
contribute Company Stock to the Trust in an amount equal to the
Participants' Compensation Deferral Contributions and Employer
Matching Contributions for the month, valued as of the date of such
contribution by the Company. Dividends on shares of Company Stock
held in Participants' Accounts shall be credited to such Accounts.
Cash dividends shall be reinvested in Company Stock as soon as
practicable.
Participants' Compensation Deferral Accounts and Employer
Contribution Accounts shall be invested in shares of Company Stock
until such amounts are distributed to the Participant after the
Participant's Employment Termination. The Company shall provide each
Participant with a written statement of his Accounts at least
annually.
- 18 -<PAGE>
2.4. VESTING OF PARTICIPANTS' ACCOUNTS. A Participant shall be
fully vested in the amount in his Compensation Deferral Account at all
times. A Participant shall be vested in the amount of Employer
Matching Contributions made on his behalf in any Plan Year on the date
that is the earlier of (i) the last day of the Plan Year that begins
three years after the end of the Plan Year in which such Employer
Matching Contributions were made (e.g., vesting on December 31, 1997
for Employer Matching Contributions made in 1994); (ii) the date of
the Participant's Employment Termination on account of death or
Disability; or (iii) the Participant's Retirement Date.
A Participant whose Employment Termination occurs prior to his
Retirement Date and for a reason other than death or Disability, shall
forfeit the amount of Company Stock attributable to any Employer
Matching Contributions in his Employer Contribution Account that is
not vested. A Participant covered by Section 2.5 below shall forfeit
the all Company Stock attributable to Employer Matching Contributions
in his Employer Contribution Account.
2.5. FORFEITURE DUE TO COMPETITION OR CONFIDENTIALITY BREACH.
A Senior Leadership Employee may not, except with the express prior
written consent of the Company, for a period of two (2) years after
the Employee's Employment Termination (the "Restrictive Period"),
directly or indirectly compete with the business of the Employers,
including, but not by way of limitation, by directly or indirectly
owning, managing, operating, controlling, financing, or by directly or
indirectly serving as an employee, officer or director of or
consultant to, or by soliciting or inducing, or attempting to solicit
or induce, any employee or agent of an Employer to terminate
employment with the Employer, and become employed by any person, firm,
partnership, corporation, trust or other entity which owns or
operates, a bank, savings and loan association, credit union or
similar financial institution (a "Financial Institution") within a
twenty-five (25) mile radius of (i) an Employer's main office or (ii)
the office of any Employer's Affiliated Companies (the "Restrictive
Covenant"). The foregoing Restrictive Covenant shall not prohibit a
Senior Leadership Employee from owning directly or indirectly capital
stock or similar securities which are listed on a securities exchange
or quoted on the National Association of Securities Dealers Automated
Quotation System which do not represent more than one percent (1%) of
the outstanding capital stock of any Financial Institution.
At all times during and after employment with an Employer or
service on the Board, a Participant shall keep secret and inviolate
all knowledge or information of a confidential nature relating to the
business and financial affairs of the Employers, including, without
limitation, all unpublished matters relating to the business,
properties, accounts, books, records, customers, trade secrets and
contracts of the Employers (the "Confidentiality Clause").
- 19 -<PAGE>
If a Participant violates the Restrictive Covenant or the
Confidentiality Clause all amounts in the Participant's Employer
Contribution Accounts shall be forfeited; except that this Section 2.5
shall become ineffective upon a Change in Control of the Company.
2.6. FULL VESTING UPON CHANGE IN CONTROL. A Participant shall
become fully vested in all Employer Matching Contributions made on his
behalf in any Plan Year upon the occurrence of a Change in Control of
the Company. For purposes of this Plan, a "Change in Control" of the
Company shall be deemed to have occurred if:
(a) any "person" or "group" (as such terms are used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act, except
that a person shall be deemed to be the "beneficial owner" of all
shares that any such person has the right to acquire pursuant to
any agreement or arrangement or upon exercise of conversion
rights, warrants, options or otherwise, without regard to the
sixty day period referred to in such Rule), directly or
indirectly, of securities representing 25% or more of the
combined voting power of the Company's then outstanding
securities; provided, however, that the following acquisitions
shall not constitute a Change in Control: (i) any acquisition
directly from the Company; (ii) any acquisition by the Company;
or (iii) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company; or
(b) at any time during any period of two consecutive years
(not including any period prior to January 1, 1994) individuals
who at the beginning of such period constituted the Board (the
"Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual
becoming a director subsequent to such date whose election, or
nomination for election by the Company's shareholders, was
approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding,
for this purpose, any such individual whose initial assumption of
office occurs as a result of either an actual or threatened
election contest (as such terms are used in Rule 14a-11 or
Regulation 14A promulgated under the Exchange Act) or other
actual or threatened solicitation of proxies or consents by or on
behalf of a person other than the Board.
2.7. CESSATION OF DEFERRALS. All Compensation Deferral
Contributions and Employer Matching Contributions shall cease upon a
Participant's Employment Termination.
- 20 -<PAGE>
ARTICLE III
DISTRIBUTION OF PARTICIPANTS' ACCOUNTS
3.1. DISTRIBUTION OF PARTICIPANTS' ACCOUNTS. Upon a
Participant's Employment Termination, the Participant's Compensation
Deferral Accounts and the vested portion of the Participant's Employer
Contribution Accounts shall be distributed to the Participant, in
accordance with Section 3.2 and 3.3 below. A Participant's Accounts
shall be distributed in cash or Company Stock, in the discretion of
the Company.
3.2. FORM OF DISTRIBUTION. Each Participant shall elect the
form and timing of the distribution of his Accounts, at the time the
Participant elects Compensation Deferral Contributions under Section
2.1 above. The Participant may elect to have his Accounts distributed
as follows:
(a) in a lump sum distribution; or
(b) in substantially equal monthly installment payments
over a fixed period of 5, 10 or 15 years.
Notwithstanding the foregoing, if the value of the Participants'
Accounts is less than $5,000 at any time after the Participant's
Employment Termination, such Accounts shall be distributed to the
Participant (or the Participant's beneficiary) in a single lump sum,
as soon as practicable. If the Participant fails to elect a form or
period of distribution, the Participant's Accounts will be paid in a
manner selected by the Company.
3.3. COMMENCEMENT OF DISTRIBUTION. Each Participant shall
elect, at the time of his election to make Compensation Deferral
Contributions, the commencement date for distribution of such
Contributions (and any Employer Matching Contributions attributable
thereto), as of one of the following dates: (i) within 60 days after
the Participant's Employment Termination; (ii) on the January 1 next
following the Participant's Employment Termination; or (iii) on a date
that is a specified number of years after the Participant's Employment
Termination, but not later than the earlier of (A) ten years after the
Participant's Employment Termination, or (B) the date the Participant
attains age 70 years.
3.4. DISTRIBUTION DUE TO DEATH. If a Participant dies before
complete distribution of his Accounts, any remaining amount in the
Participant's Accounts shall be distributed to the beneficiary
designated by the Participant's in the form and period elected by the
Participant; except that, if the amount in the Participant's Accounts
as of the date of the Participant's death is $10,000 or less, such
amount shall be paid to the designated beneficiary in a single lump
- 21 -<PAGE>
sum payment. If a Participant has not designated a beneficiary under
the Plan, or if no designated beneficiary is living on the date of
distribution hereunder, amounts distributable pursuant to this Section
shall be distributed to those persons or entities entitled to receive
distributions of the Participant's accounts under the Qualified
Savings Plan.
3.5. CHANGE IN DISTRIBUTION ELECTION. The Company may permit a
Participant to change his election as to the form, period or
commencement of distribution of his Accounts. A Participant may
request such change by writing filed with the Company. In the event a
Participant changes his election as to form, period or commencement of
distribution within 18 months prior to his Retirement Date or other
Employment Termination for a reason other than death or Disability,
the amount distributable from such Participant's Accounts will be
reduced by 10 percent. This reduction will be forfeited. This
reduction is intended to discourage Participants from changing their
elections as to distribution and prevent Participants from being
deemed in constructive receipt of their Accounts upon their Employment
Termination.
3.6. UNSCHEDULED WITHDRAWAL RIGHT. A Participant may request
an unscheduled withdrawal of all or any portion of the his Accounts
(to the extent vested) before or after his Employment Termination by
written notice to the Company; provided that, the amount distributable
from such Participant's Accounts will be reduced by 10 percent. This
reduction will be forfeited. If a Participant elects an unscheduled
withdrawal under this Section prior to Employment Termination, the
Participant would not be permitted to elect Compensation Deferral
Contributions for a period of thirty-six months following the date of
such withdrawal. This reduction and ineligibility period is intended
to discourage Participants from requesting withdrawals (other than on
account of an unforeseeable emergency) and prevent Participants from
being deemed in constructive receipt of their Accounts.
3.7. HARDSHIP DISTRIBUTION. A Participant may request, by
writing filed with the Company, that a distribution be made to him of
all or part of the amount then credited to his Accounts (to the extent
vested) on account of a severe financial hardship. The Company will
approve such a distribution to the Participant only in the event of an
unforeseeable emergency. An "unforeseeable emergency" is an
unanticipated emergency that is caused by an event beyond the control
of the Participant and that would result in severe financial hardship
to such Participant if early withdrawal were not permitted. An
unforeseeable emergency that results in severe financial hardship is
an unexpected illness or accident of the Participant or a dependent,
loss of a Participant's property due to casualty, or other similar,
extraordinary, unforeseeable circumstances beyond the control of the
Participant. The severe financial hardship may not be relieved by an
- 22 -<PAGE>
early distribution under this Plan to the extent it might otherwise be
relieved through reimbursement or compensation by insurance or
otherwise, by liquidation of a Participant's assets, or by cessation
of Compensation deferrals under the Plan. Any hardship distribution
under this Section will be limited to the amount necessary to meet the
emergency.
3.8. LIMITATION ON DISTRIBUTION. Notwithstanding the foregoing
provisions of the Plan relating to distribution of Participant's
Accounts, if distribution of a Participant's Accounts in any calendar
year would not be deductible by an Employer because of the limitations
of Code Section 162(m), such distribution shall be postponed in whole
or in part, in the sole discretion of the Company, until the first
calendar year in which such distribution would not be limited as to
deductibility by Code Section 162(m).
ARTICLE IV
ADMINISTRATION OF THE PLAN
4.1. ADMINISTRATION BY THE COMPANY. The Company shall be
responsible for the general operation and administration of the Plan
and for carrying out the provisions thereof.
4.2. POWERS AND DUTIES OF COMPANY. The Company shall
administer the Plan in accordance with its terms and shall have all
powers necessary to carry out the provisions of the Plan. The Company
shall interpret the Plan and shall determine all questions arising in
the administration, interpretation, and application of the Plan,
including but not limited to, questions of eligibility and the status
and rights of employees, Participants and other persons. Any such
determination by the Company shall be conclusive and binding on all
persons. The regularly kept records of the Company shall be
conclusive and binding upon all persons with respect to a
Participant's date and length of employment, Years of Service, time
and amount of Compensation and the manner of payment thereof, type and
length of any absence from work and all other matters contained
therein relating to Participants. To the extent not inconsistent with
this Plan, all terms and provisions set forth in the Qualified Savings
Plan with respect to the administrative powers and duties of the
Company, expenses of administration, and procedures for filing claims,
also shall be applicable with respect to this Plan.
ARTICLE V
AMENDMENT OR TERMINATION
5.1. AMENDMENT OR TERMINATION. The Company intends the Plan to
be permanent but reserves the right to amend or terminate the Plan, or
- 23 -<PAGE>
terminate the Plan as it applies to any Employer. Any such amendment
or termination shall be made pursuant to a written resolution of the
Board and shall be effective as of the date of such resolution.
5.2. EFFECT OF AMENDMENT OR TERMINATION. No amendment or
termination of the Plan shall divest any Participant or beneficiary of
the amount in the Participant's Accounts, or of any rights to which
the Participant would have been entitled if the Plan had been
terminated immediately prior to the effective date of such amendment
or termination. Upon termination of the Plan, all Participants shall
become fully vested in the amounts in their Accounts and distribution
of Participants' Accounts shall be made to Participants or their
beneficiaries in the manner elected by such Participants, unless the
Company determines to distribute all Accounts in lump sums. No
Compensation Deferral or Employer Matching Contributions shall be
permitted after termination of the Plan.
ARTICLE VI
GENERAL PROVISIONS
6.1. PARTICIPANTS' RIGHTS UNSECURED. Except as set forth in
Section 2.3, the Plan at all times shall be entirely unfunded and no
provision shall at any time be made with respect to segregating any
assets of an Employer for payment of any benefits hereunder. The
right of a Participant or the Participant's beneficiary to receive a
distribution of the Participant's Accounts hereunder shall be an
unsecured claim against the general assets of the Employers, and
neither the Participant nor a beneficiary shall have any rights in or
against any specific assets of the Employers.
6.2. GENERAL CONDITIONS. Any benefit payable under the
Qualified Savings Plan shall be paid solely in accordance with the
terms and conditions of the Qualified Savings Plan, and nothing in
this Plan shall operate or be construed in any way to modify, amend or
affect the terms and provisions of the Qualified Savings Plan.
6.3. NO GUARANTY OF BENEFITS. Nothing contained in the Plan
shall constitute a guaranty by the Employers or any other person or
entity that the assets of the Employers will be sufficient to pay any
benefit hereunder. No Participant or other person shall have any
right to receive a benefit or a distribution of Accounts under the
Plan except in accordance with the terms of the Plan.
6.4. NO ENLARGEMENT OF EMPLOYEE RIGHTS. Establishment of the
Plan shall not be construed to give any Participant the right to be
retained in the service of an Employer.
- 24 -<PAGE>
6.5. SPENDTHRIFT PROVISION. No interest of any person or
entity in, or right to receive a distribution under, the Plan shall be
subject in any manner to sale, transfer, assignment, pledge,
attachment, garnishment, or other alienation or encumbrance of any
kind; nor may such interest or right to receive a distribution be
taken, either voluntarily or involuntarily for the satisfaction of the
debts of, or other obligations or claims against, such person or
entity, including claims for alimony, support, separate maintenance
and claims in bankruptcy proceedings.
6.6. APPLICABLE LAW. The Plan shall be construed and
administered under the laws of the State of Illinois except to the
extent preempted by federal law.
6.7. INCAPACITY OF RECIPIENT. Subject to applicable state law,
if any person entitled to a payment under the Plan is deemed by the
Company to be incapable of personally receiving and giving a valid
receipt for such payment, then, unless and until claim therefor shall
have been made by a duly appointed guardian or other legal
representative of such person, the Company may provide for such
payment or any part thereof to be made to any other person or
institution then contributing toward or providing for the care and
maintenance of such person. Any such payment shall be a payment for
the account of such person and a complete discharge of any liability
of the Company and the Plan therefor.
6.8. CORPORATE SUCCESSORS. The Plan shall not be automatically
terminated by a transfer or sale of assets of the Company, or by the
merger or consolidation of the Company into or with any other
corporation or other entity, but the Plan shall be continued after
such sale, merger or consolidation only if and to the extent that the
transferee, purchaser or successor entity agrees to continue the Plan.
In the event that the Plan is not continued by the transferee,
purchaser or successor entity, the Plan shall terminate subject to the
provisions of Section 5.2.
6.9. UNCLAIMED BENEFIT. Each Participant or beneficiary shall
keep the Company informed of his or her current address. The Company
shall not be obligated to search for the whereabouts of any person.
If the location of a Participant is not made known to the Company
within three years after the date on which payment of the
Participant's benefits under the Plan may first be made, payment may
be made as though the Participant had died at the end of the three-
year period. If, within one additional year after such three-year
period has elapsed, or, within three years after the actual death of a
Participant, the Company is unable to locate any beneficiary of the
Participant, then the Company shall have no further obligation to pay
any benefit hereunder to such Participant or beneficiary or any other
person and such benefit shall be irrevocably forfeited.
- 25 -<PAGE>
6.10. LIMITATIONS ON LIABILITY. Notwithstanding any of the
preceding provisions of the Plan, none of the Employers nor any
individual acting as an employee or agent of an Employer, shall be
liable to any Participant, former Participant or any beneficiary or
other person for any claim, loss, liability or expense incurred in
connection with the Plan.
6.11. CLAIMS PROCEDURE. In the event that a Participant's claim
for benefits under the Plan is denied in whole or in part by the
Company, the Company will notify the Participant (or beneficiary) of
the denial. Such notification will be made in writing, within 90 days
of the date the claim is received by the Company. The notification
will include: (i) the specific reasons for the denial; (ii) specific
reference to the Plan provisions upon which the denial is based; (iii)
a description of any additional information necessary for the claimant
to perfect the claim and an explanation of why such material or
information is necessary; and (iv) an explanation of the applicable
review procedures.
The Participant (or beneficiary) has 60 days from the date he
receive notice of a claim denial to file a written request for review
of the denial with the Company. The Company will review the claim
denial and inform the Participant (or beneficiary) in writing of its
decision within 60 days of the date the claim review request is
received by the Company. This decision will be final.
- 26 -<PAGE>
Gary L. Mowder EXHIBIT 5
SCHIFF HARDIN & WAITE
7300 Sears Tower
Chicago, Illinois 60606
(312) 258-5514
October 5, 1994
Securities and Exchange Commission
Filing Desk -- Stop 1-4
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Re: Premier Financial Services, Inc. -- Registration of 200,000
Shares of Common Stock, Par Value $5.00 Per Share, on Form S-8
-----------------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Premier Financial Services, Inc., a
Delaware corporation (the "Company"), in connection with the Company's
filing of a Registration Statement on Form S-8 (the "Registration
Statement") covering 200,000 shares of Common Stock, $5.00 par value
per share (the "Common Stock"), to be issued pursuant to the Premier
Financial Services, Inc. Senior Leadership and Directors Deferred
Compensation Plan (the "Plan"). The Registration Statement also
covers an indeterminate amount of interests to be offered or sold
under the Plan.
In this connection, we have made such investigation and have
examined such documents as we have deemed necessary in order to enable
us to render the opinion contained herein.
Based upon the foregoing, it is our opinion that those shares of
Common Stock covered by the Registration Statement that are originally
issued in accordance with the terms of the Plan and as contemplated in
the Registration Statement and the Prospectus relating thereto, will,
when so issued, be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /s/Gary L. Mowder
------------------------------
Gary L. Mowder
- 27 -<PAGE>
EXHIBIT 23.1
KPMG PEAT MARWICK LLP
The Board of Directors
Premier Financial Services, Inc.:
We consent to incorporation by reference on Form S-8 of Premier
Financial Services, Inc. of our report dated January 28, 1994,
relating to the consolidated balance sheets of Premier Financial
Services, Inc. as of December 31, 1993 and 1992, and the related
consolidated statements of earnings, changes in stockholders' equity,
and cash flows for each of the years in the three-year period ended
December 31, 1993, which report appears in the December 31, 1993
annual report on Form 10-K of Premier Financial Services, Inc.
KPMG Peat Marwick LLP
Chicago, Illinois
October 4, 1994
- 28 -<PAGE>
