December 31, 1996
Securities and Exchange Commission
450 North Capitol Street
Washington, D.C. 20549
Re: Firstbank of Illinois Co. Form 8-K
Dear Sirs:
Pursuant to the filing requirements under the Securities and
Exchange Commission Act of 1934, we are hereby electronically
filing a current report on Form 8-K.
Sincerely,
By:/s/ Chris R. Zettek
Executive Vice President and
Chief Financial Officer
Enclosures
CRZ:ply
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
December 31, 1996
(Date of Report)
FIRSTBANK OF ILLINOIS CO.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
0-8426 37-6141253
(Commission File Number) (IRS Employer Identification No.)
205 South Fifth Street, Springfield, Illinois 62701
(Address of principal executive offices)
217-753-7543
(Registrant's telephone number, including area code)
ITEM 5. Other Events
On December 12, 1996, Firstbank of Illinois Co. ("Firstbank")
announced the signing of a definitive agreement to acquire the
assets of a St. Louis-based investment advisory firm, Zemenick &
Walker, Inc. ("Z & W"). Z & W currently serves high-net-worth
individuals, municipalities and retirement plans in nine states
and has assets under management of more than $300 million.
On December 23, 1996, Firstbank announced the signing of a
definitive agreement to acquire BankCentral Corporation and its
wholly-owned subsidiary, Central National Bank of Mattoon,
Mattoon, Illinois.
Central National Bank, with assets of approximately $112 million
at September 30, 1996, operates four banking locations in
Mattoon, Illinois. The transaction will include an exchange of
Firstbank common stock and cash totalling approximately $13.2
million, subject to certain adjustments and contingencies. The
common stock component will equate to approximately 51% of the
total purchase price.
Press releases publicly announcing these events are attached.
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
FIRSTBANK OF ILLINOIS CO.
Registrant
By:/s/ Chris R. Zettek
Chris R. Zettek
ITS Executive Vice President
and Chief Financial Officer
DATE: December 31, 1996
FOR IMMEDIATE RELEASE
Thursday, December 12, 1996
FIRSTBANK OF ILLINOIS CO.
TO ACQUIRE INVESTMENT ADVISORY FIRM
SPRINGFIELD, IL, DECEMBER 12, 1996 -- Firstbank of Illinois
Co. announced today that it has signed a definitive agreement to
acquire Zemenick & Walker, Inc., an investment advisory firm
headquartered in St. Louis.
Zemenick & Walker currently serves high-net-worth
individuals, municipalities, and retirement plans in nine states
and has assets under management of more than $300 million. The
firm's principals, Richard E. Zemenick and James C. Walker, will
continue in their current roles as chairman and president,
respectively.
Currently, Zemenick & Walker limits the clients it serves to
those whose investable assets exceed $3 million. The firm will
be a major part of Firstbank's newly formed Asset Management
Group, which will provide fee-only investment-advisory services
to clients within all asset-size categories.
Firstbank officials said the transaction, which is expected
to be effective in January of 1997, will be of major significance
for the company and its affiliate banks. "This affiliation
represents a unique opportunity to position Firstbank to better
serve the more sophisticated investment advisory needs of our
clients," said Mark H. Ferguson, Firstbank's chairman and chief
executive officer. "By adding Zemenick & Walker's fee-based
investment services to our current menu of financial services,
Firstbank will become a more competitive and more profitable
organization."
- more -
Ferguson said Zemenick & Walker is unique because of the fee-
only, non-discretionary, comprehensive investment advice that it
provides to its clients. Charging a fee that is based on the
amount of assets under management rather than the sale of
products such as stocks, bonds and mutual funds, the firm
tailors recommendations regarding its clients' entire investment
portfolios based upon each client's goals and risk tolerance.
Ferguson added, "For several years we have been working to
enhance the value of our franchise by expanding revenue sources
in non-traditional ways. We have always believed that the
success of those efforts will depend upon our ability to solidify
financial relationships with our customers in new, innovative,
and exciting ways. The unique opportunities that we will be able
to develop as a result of this affiliation will give us that
ability."
Firstbank is the largest bank holding company headquartered
in downstate Illinois. The Company provides banking, trust, and
other financial services through its subsidiaries in Central and
Southern Illinois and the St. Louis Metro area. Company
subsidiaries in Illinois include Central Bank (Fairview Heights),
Elliott State Bank (Jacksonville), Farmers and Merchants Bank of
Carlinville, The First National Bank of Central Illinois
(Springfield), First Trust and Savings Bank of Taylorville, FFG
Trust, Inc. (Springfield), FFG Investments Inc. (Springfield);
and in Missouri include Colonial Bank (Des Peres) and Duchesne
Bank (St. Peters). The Company operates 36 offices in 13
Illinois counties and five banking offices in Missouri.
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FOR IMMEDIATE RELEASE
Monday, December 23, 1996
FIRSTBANK OF ILLINOIS CO.
TO ACQUIRE CENTRAL NATIONAL BANK OF MATTOON
SPRINGFIELD, IL, DECEMBER 23, 1996 -- Firstbank of Illinois
Co. announced today that it has signed a definitive agreement to
acquire BankCentral Corporation and its wholly-owned subsidiary,
Central National Bank of Mattoon, Illinois.
Central National Bank, with assets of approximately $112
million at September 30, 1996, operates four banking locations in
Mattoon, Illinois. The transaction will include an exchange of
Firstbank common stock and cash totalling $13.2 million, subject
to certain adjustments and contingencies. The common stock
component will equate to approximately 51% of the total purchase
price. The transaction, which is subject to approval by
regulatory agencies and BankCentral Corporation shareholders, is
expected to close in March or April of 1997.
Firstbank's chairman and chief executive officer, Mark H.
Ferguson, said, "The acquisition of Central National gives
Firstbank an immediate, significant market presence in Mattoon
and Coles County, Illinois. We are anxious to expand our
community banking franchise into an exciting eastern Illinois
market. Our acquisition strategy remains focused on
opportunities to acquire like-minded community banking
organizations which provide the greatest ability to improve our
financial performance."
-more-
Central National Bank's loan portfolio composition mirrors
the diversity and stability of the Mattoon economy. The bank has
taken advantage of a strong manufacturing influence as evidenced
by a commercial loan portfolio which is 51% of total loans at
September 30, 1996. The stable economy reduces the risk of their
$17 million real estate loan portfolio while the rich
agricultural base provides the bank an attractive niche and more
than $9 million in loans.
"Customers of Central National Bank of Mattoon should
benefit from its affiliation with Firstbank through access to
greater financial resources and expanded products and services of
a larger organization," Ferguson said. "The expanded menu of
financial services available in Mattoon will include corporate
and personal trust services, a full range of agriculture
services, brokerage and investment advisory services."
Firstbank is the largest bank holding company headquartered
in downstate Illinois. The Company provides banking, trust,
and other financial services through its subsidiaries in Central
and Southern Illinois and the St. Louis Metro area. Company
subsidiaries in Illinois include Central Bank (Fairview Heights),
Elliott State Bank (Jacksonville), Farmers and Merchants Bank of
Carlinville, The First National Bank of Central Illinois
(Springfield), First Trust and Savings Bank of Taylorville, FFG
Trust, Inc. (Springfield), FFG Investments Inc. (Springfield);
and in Missouri include Colonial Bank (Des Peres) and Duchesne
Bank (St. Peters). The Company operates 36 offices in 13
Illinois counties and five banking offices in Missouri. The
recently announced acquisition of Zemenick & Walker, Inc., an
investment advisory firm headquartered in St. Louis, Missouri, is
pending.
- more -
Firstbank of Illinois Co.
Financial Information for Firstbank and Central National Bank
(dollars in thousands)
(UNAUDITED)
Balances at September 30, 1996
Central
National
Firstbank Bank
Total Assets $1,923,296 $112,423
Loans, net of unearned discount 1,276,347 72,038
Reserve for possible loan losses 18,924 996
Investment securities 459,677 28,479
Deposits 1,662,482 97,237
Shareholders' equity 201,498 9,160
Equity to asset ratio 10.48% 8.15%
Loan to deposit ratio 76.77% 74.08%
Reserve as a percentage of loans 1.48% 1.38%
Nine Months Ended September 30, 1996
Central
National
Firstbank Bank
Net interest income $59,076 $3,403
Provision for possible loan losses 2,151 346
Noninterest income 16,437 517
Noninterest expense 40,955 2,506
Net Income 20,753 731
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