SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
FIRSTBANK OF ILLINOIS CO.
(Exact name of registrant as specified in its charter)
DELAWARE 6711 37-6141253
(State or other jurisdiction of (Primary Standard
Industrial (I.R.S. Employer
incorporation or organization) Classification Code
Number) Identification No.)
205 South Fifth Street, 9th Floor
Springfield, Illinois 62701
(217) 753-7543
(Address, including ZIP Code, and telephone number, including area code, of
principal executive office)
MARK H. FERGUSON
Chairman and President
Firstbank of Illinois Co.
205 South Fifth Street, 9th Floor
Springfield, Illinois 62701
(217) 753-7543
(Name, address, including ZIP Code, and telephone number, including area
code, of agent for service)
Copies to:
Jeffery M. Wilday Dennis R. Wendte
Brown, Hay & Stephens Barack Ferrazzano
Kirschbaum
700 First National Bank Building Perlman &
Nagelberg
Springfield, Illinois 62701 333 W. Wacker,
Ste. 2700
(217)544-8491 Chicago, IL 60606
(312) 984-3188
Approximate date of commencement of proposed sale of the Securities to
the public: As soon as practicable after the effective date of this
Registration Statement.
CALCULATION OF REGISTRATION FEE
Title of each Amount to Proposed maximum Proposed maximum Amount of
class of be offering price aggregate Registration
securities registered per unit* offering fee
to be price*
registered
Common Stock;
$1.00 Par 214,200 $4.56 $977,314 $296.16
Value
*Pursuant to Rules 457(f)(2) and (3) under the Securities Act of 1933,
and solely for the purpose of calculating the registration fee, the
proposed maximum aggregate offering price represents the value of the
maximum amount of Common Stock, $1.00 par value, of BankCentral Corporation
("BankCentral Common Stock") estimated to be outstanding immediately prior
to, and to be canceled in the Merger, less the cash to be paid by the
Registrant in connection with the Merger and is based on the book value of
BankCentral Common Stock on February 28, 1997.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission acting
pursuant to said Section 8(a), may determine.
BANKCENTRAL CORPORATION
1400 Charleston Avenue
Mattoon, IL 61938
Telephone (217) 234-6434 * Telecopy (217) 234-6434 (Ext. 223)
May __, 1997
To the Stockholders of BankCentral Corporation:
You are cordially invited to attend a Special Meeting of Stockholders
of BankCentral Corporation (the "Company") to be held on the __ day of
June, 1997, at 8:00 a.m., local time, at the main office of the Central
National Bank of Mattoon, located at 1400 Charleston Avenue, Mattoon,
Illinois (the "Special Meeting"). As described below, the Company's Board
of Directors is requesting that you return the enclosed Proxy for the
Special Meeting and the enclosed Stockholders' Consent as soon as possible
to the Company.
The purpose of the Special Meeting is to vote on a proposed amendment
to the Company's certificate of incorporation that would eliminate the
requirement that any action permitted to be taken by its stockholders be
accomplished only at a stockholders' meeting. The effect of such an
amendment would be to permit stockholder action pursuant to written consent
of the stockholders.
On April 30, 1997, the Company's stockholders approved the Agreement
and Plan of Merger (the "Merger Agreement") entered into with Firstbank of
Illinois Co. ("Firstbank") pursuant to which the Company will merge (the
"Merger") into a wholly-owned subsidiary of Firstbank. As a result of
certain developments since that time, however, the Company's Board of
Directors agreed with Firstbank to amend the Merger Agreement to fix the
total amount of consideration to be received by the Company's stockholders
as a result of the Merger at $13,000,000, which will be paid 51% in
Firstbank stock and 49% in cash. This would be equivalent to total
consideration of approximately $56.90 per share of Company common stock.
These changes to the Merger Agreement need to be approved by the
Company's stockholders. Under applicable law, a special meeting called for
this purpose might not be able to be held until the end of June, 1997. A
special meeting called to approve the proposed amendment of the Company's
certificate of incorporation requires only a minimum of ten days notice.
If the proposed amendment to the Company's certificate of incorporation
were adopted at the Special Meeting, then the changes to the Merger
Agreement could be approved without a meeting by the written consent of
holders of a simple majority of the Company's voting stock. This process
would substantially expedite the closing of the Merger and the payment to
the Company's stockholders of the cash and Firstbank stock required by the
Merger Agreement.
Enclosed is a Proxy granting the holders named therein the right to
vote your stock to approve the proposed amendment to the Company's
certificate of incorporation. It is important that your shares be
represented at the Special Meeting, whether or not you plan to attend the
Special Meeting in person. Please complete, sign and date the enclosed
Proxy and return it in the accompanying envelope (which requires no postage
if mailed within the United States).
Also enclosed is a proposed Stockholders' Consent approving an
amendment to the Merger Agreement to fix the total amount of consideration
to be received by the Company's stockholders as a result of the Merger at
$13,000,000, which will be paid 51% in Firstbank stock and 49% in cash.
If you are in agreement with the proposed amendment to the Merger
Agreement, it is important that you also sign and return in the enclosed
postage paid envelope the Stockholders' Consent. The Stockholders' Consent
will not be effective unless the proposed amendment to the Company's
certificate of incorporation is approved.
The accompanying Information Statement describes in more detail the
developments leading up to the proposed amendment to the Merger Agreement.
This Information Statement also incorporates by reference all of the
information contained in the Proxy Statement/Prospectus that you previously
received, except to the extent that such information is superseded by the
additional information provided in this Information Statement.
THE COMPANY'S BOARD OF DIRECTORS CAREFULLY CONSIDERED AND APPROVED THE
PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION AND THE PROPOSED
AMENDMENT TO THE MERGER AGREEMENT AS BEING IN THE BEST INTERESTS OF THE
COMPANY AND ITS STOCKHOLDERS. THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS
THAT THE STOCKHOLDERS VOTE FOR SUCH PROPOSED AMENDMENTS.
If you require assistance in completing your Proxy or the
Stockholders' Consent, if you have any questions about the voting procedure
or accompanying Information Statement, or if you need an additional copy of
the Proxy Statement/Prospectus, please feel free to contact me at the
Company's offices located at 1400 Charleston Avenue, Mattoon, Illinois
61938.
Very truly yours,
L. Dean Clausen
Chairman of the Board
YOUR VOTE IS IMPORTANT
The proposed amendment to the Company's certificate of incorporation
cannot be approved unless holders of not less than 70% of all issued and
outstanding shares of common stock of the Company vote in favor of it.
Assuming the proposed amendment to the certificate of incorporation is
approved, the proposed amendment of the Merger Agreement must be consented
to in writing by holders of at least a majority of all issued and
outstanding shares of common stock of the Company. Thus, a failure to vote
for the proposed amendment to the certificate of incorporation, or the
failure to sign a written consent for the proposed amendment to the Merger
Agreement has the same practical effect as a vote against either proposal.
In the event sufficient shares are not present at the Special Meeting to
approve the proposed amendment of the certificate of incorporation, or
sufficient written consents are not obtained from stockholders, the
Company, at stockholder expense, would continue to solicit votes and
written consents in an attempt to achieve the necessary number of votes.
Stockholders can help avoid the necessity and expense of follow-up
solicitation of proxies by promptly returning the enclosed Proxy and the
Stockholders' Consent.
INFORMATION STATEMENT OF
BANKCENTRAL CORPORATION
May ___, 1997
This Information Statement is being furnished to the stockholders of
BankCentral Corporation (the "Company"), in connection with the
solicitation of written stockholders' consents by the Board of Directors
of the Company to approve a further amendment to the Agreement and Plan of
Merger, dated December 20, 1996, as amended March 10, 1997 (the "Merger
Agreement"), by and among the Company, Firstbank of Illinois Co., a
Delaware corporation ("Firstbank"), and FBIC Subsidiary, Inc., an Illinois
corporation and wholly-owned subsidiary of Firstbank. Except to the extent
that information contained in the Proxy Statement of the Company, and
Prospectus of Firstbank, in each case dated March 28, 1997 (the "Proxy
Statement/Prospectus"), may be superseded by information set forth in this
Information Statement, the Proxy Statement/Prospectus is hereby
incorporated in its entirety by this reference in this Information
Statement.
The Merger Agreement was first approved by stockholders of the Company
at a special meeting held on April 30, 1997 (the "April Meeting"). Since
that time, however, subsequent developments have made necessary an
amendment to the Merger Agreement if the Merger is to be consummated.
Pursuant to the terms of the Merger Agreement, Firstbank is permitted
to terminate the Merger Agreement if the Company fails to remediate any
environmental defects disclosed by environmental reports with respect to
real property owned by the Company at an aggregate cost not to exceed
$50,000. At the April Meeting, officers of the Company told stockholders
that the Company was awaiting the results of an environmental report on
certain of its real property, that it was possible that the estimated cost
of remediation would be greater than $50,000 and that, in such event,
officers of the Company would need to hold further discussions with
officers of Firstbank in an effort to resolve this issue.
The final environmental report received by the Company after the April
Meeting estimated that the total cost of remediation of the real property
at issue would be between approximately $294,000 and $406,000. A copy of
this report was sent to Firstbank. Thereafter, Firstbank informed the
Company in writing that it would exercise its right to terminate the Merger
Agreement unless a mutually agreeable adjustment was made in the
consideration to be paid to the Company's stockholders to take into account
these remediation costs.
Officers of the Company and Firstbank held numerous discussions of
this issue and ultimately agreed to a compromise solution under which
Firstbank would agree to consummate the Merger as soon as possible without
waiting for the conclusion of the remediation and the Company would agree
to set the total consideration to be received by its stockholders at
$13,000,000, or approximately $56.90 per share of Company common stock.
This consideration would be paid to the Company's stockholders 51% in
Firstbank common stock and 49% in cash with each individual stockholder
receiving, to the extent possible within these limits, either stock or cash
based upon the forms of election submitted by stockholders.
Under the terms of the Merger Agreement, the value of the total
consideration to be received by the Company's stockholders could not have
been more than $13,265,328 and, depending upon the value of Firstbank's
common stock at closing, could have been substantially less, provided,
however, that the Company had the right to terminate the Merger Agreement
if the total consideration was less than $12,800,000. In light of
Firstbank's election to terminate the Merger Agreement unless an adjustment
was made in the amount of total consideration, the risk that the final cost
of the remediation could be higher than what has been estimated and the
substantial delay in completing such remediation, the Company's Board of
Directors believes that the proposed amendment is in the best interest of
the Company and its stockholders. Moreover, the proposed amendment fixes
the amount of total consideration well within the amount of total
consideration considered by stockholders at the April Meeting.
If the proposed amendment is approved by the Company's stockholders,
the closing of the Merger is scheduled to occur in the first half of June,
1997.
FOR THESE REASONS AND THOSE STATED IN THE PROXY STATEMENT/PROSPECTUS,
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT HOLDERS OF THE
COMPANY'S COMMON STOCK EXECUTE AND RETURN THE STOCKHOLDERS' CONSENT
APPROVING THE PROPOSED AMENDMENT TO THE MERGER AGREEMENT.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Springfield, State
of Illinois, on May __, 1997.
FIRSTBANK OF ILLINOIS CO.
By: /s/ Chris R. Zettek
Chris R. Zettek
Executive Vice President and
Chief Financial Officer
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.
Signature and Capacity Date
* May , 1997
Mark H. Ferguson,
Chairman, President,
Chief Executive Officer and Director
* May , 1997
Leo J. Dondanville, Jr.
Director
* May , 1997
William T. Grant, Jr.
Director
* May , 1997
William B. Hopper
Director
* May , 1997
Robert W. Jackson
Director
* May , 1997
William R. Schnirring
Director
* May , 1997
Robert L. Sweney
Director
* May , 1997
P. Richard Ware
Director
* May , 1997
Richard E. Zemenick
Director
* May , 1997
Chris R. Zettek
Executive Vice President and
Chief Financial Officer
* May , 1997
Daniel R. Davis
Vice President and Controller
(Principal Accounting Officer)
*By: /s/ Chris R. Zettek
Chris R. Zettek
As attorney-in-fact
for the persons indicated
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits
The following exhibits are filed as part of the Post-
Effective Amendment No. 1 to Registration Statement.
Exhibits:
99.2 Form of Proxy for BankCentral Corporation
99.3 BankCentral Corporation Informal Stockholders' Action
Exhibit 99.2
BANKCENTRAL CORPORATION Solicited on behalf of the
1400 Charleston Avenue BOARD OF DIRECTORS
Mattoon, Illinois 61938 for the Special Meeting
on June __, 1997
The undersigned hereby appoints L. Dean Clausen and Don P. Portugal,
and each of them, with full power of substitution, proxies to represent the
undersigned at the Special Meeting of Stockholders of BankCentral
Corporation to be held at the main office of the Central National Bank of
Mattoon located at 1400 Charleston Avenue, Mattoon, Illinois, on the ___,
day of June 1997, at 8:00 a.m., local time, and at any adjournments or
postponements thereof, and thereat to vote all of the shares of stock which
the undersigned would be entitled to vote, with all the powers the
undersigned would possess if personally present. THE BOARD OF DIRECTORS
RECOMMENDS A VOTE FOR PROPOSAL 1.
1. The approval and adoption of an amendment to the Certificate of
Incorporation to delete in its entirety Article XIII that requires any
action required or permitted to be taken by stockholders to be effected
only at a stockholders' meeting.
FOR AGAINST ABSTAIN
2. In their discretion, to transact any other business that may properly
be brought before the Special Meeting or any adjournments or postponements
thereof.
Please date and sign below and return promptly.
Unless otherwise indicated, this proxy will be voted "FOR" proposal 1
referred to above.
Signature
Signature
Title
Dated
In the case of joint owners, each
joint owner should sign. When
signing in a fiduciary or
representative capacity, please give
full title as such. Proxies executed
by a corporation should be signed in
full corporate name by a duly
authorized officer.
PLEASE MARK, DATE AND SIGN YOUR NAME AS IT APPEARS AND RETURN IN THE
ENCLOSED ENVELOPE.
Exhibit 99.3
BANKCENTRAL CORPORATION
INFORMAL STOCKHOLDERS' ACTION PURSUANT TO SECTION 228 OF THE
GENERAL CORPORATION LAW OF DELAWARE
The undersigned, being holders of not less than a majority of the
voting stock of
BankCentral Corporation,
a Delaware corporation (the "Company"), acting pursuant to Section 228 of
the General Corporation Law of Delaware, as amended, hereby consent to and
adopt the following resolutions:
WHEREAS, the Company has entered into that certain Agreement and
Plan of Merger dated December 20, 1996, as amended March 10, 1997 (the
"Agreement"), among the Company, Firstbank of Illinois Co., a Delaware
corporation, and FBIC Subsidiary, Inc., an Illinois corporation ("New
Company"), providing for the merger (the "Merger") of the Company with
and into New Company; and
WHEREAS, the Company's board of directors has recommended that
the Agreement be amended as provided herein in order to allow the
Merger to be consummated;
NOW, THEREFORE, BE IT RESOLVED, that the Agreement be amended by
deleting in their entirety the definitions of "Total Cash
Consideration," Total Stock Consideration" and Total Consideration"
contained in Section 1.07 of the Agreement and substituting the
following therefore:
"Total Cash Consideration" shall mean $6,370,000.
"Total Stock Consideration" shall mean the number of shares of
Firstbank Conversion Shares equal to the quotient of $6,630,000
divided by the Average Price.
"Total Consideration" shall mean the sum of $13,000,000.
FURTHER RESOLVED, Section 7.01(b) of the Agreement be amended by
deleting such provision in its entirety and substituting the following
therefor:
(b) by the Board of Directors of any party hereto at any time
after June 30, 1997, if the Merger shall not theretofore
have been consummated;
FURTHER RESOLVED, that the proper officers of the Company are
directed to give prompt notice of the taking of this action to any
stockholder of the Company who has not consented thereto.
FURTHER RESOLVED, that the officers of the Company, and each of
them acting alone or together with one or more other officers, are
hereby authorized and empowered to execute and deliver all such
further amendments of the Agreement and all such consents,
certificates, assignments, agreements, instruments and other
documents, and to do all such acts, as such officer or officers may
deem necessary or appropriate in order to carry out the purposes of
the foregoing resolutions and to consummate the Merger, and the
execution and delivery of such documents, and the doing of such acts
shall be conclusive evidence that the same were in all respects hereby
fully authorized and approved.
This Informal Stockholders' Action may be executed in counterparts and
all such counterparts shall be filed with the minutes of the Company.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as
of the dates written below.
Date of Signature Printed Name Signature
, 1997
, 1997
, 1997
, 1997
, 1997
