SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S - 8
Registration Statement
Under the Securities Act of 1933
________________________
Firstbank of Illinois Co.
(Exact name of issuer as specified in its charter)
Delaware 37-6141253
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
205 South Fifth Street
Springfield, Illinois 62701
(Address of Principal Executive Office) (Zip Code)
Firstbank of Illinois Co. Incentive Stock Option Plan II
(Full title of Plan)
Chris R. Zettek, Executive Vice President
and Chief Financial Officer
205 South Fifth Street, Springfield, Illinois 62701
(Name and address of agent for service)
(217) 753-7543
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
Title of Amount to Proposed Proposed Amount of
securities be maximum maximum regiistrat
to be registered offering price aggregate ion fee
registered per sahre offering price
Common Stock,
$1 par value 400,000 $37.00* $14,800,000.00 $4,484.85
shares
* Computed on the bases of the price which stock of the same class was
sold on May 9, 1997, pursuant to Rule 457 (h) of the Securities Act of
1933, as amended, solely for the purpose of calculating the registration
fee.
Page 1 of 9
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which are on file with the
Securities and Exchange Commission, are incorporated in the
Section 10(a) prospectus under the Securities Act by reference:
(a) Firstbank of Illinois Co.'s ("Firstbank"
or the "Company") latest Annual Report on
Form 10-K for the year ended December 31,
1996.
(b) All reports filed by the Company
pursuant to Section 13 (a) or 15 (d) of the
Securities Exchange Act of 1934 ("Exchange
Act") since December 31, 1996.
(c) The Company's definitive proxy statement
filed pursuant to Section 14 of the Exchange
Act in connection with the annual meeting of
shareholders held April 28, 1997.
(d) The description of Firstbank's common
stock set forth as Item 1 in the Company's
Registration of Certain Classes of Securities
on Form 8-A, dated March 8, 1977.
Item 4. DESCRIPTION OF SECURITIES.
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Legal Opinion - the validity of the shares of common stock
to be offered hereunder has been passed upon for Firstbank by
Brown, Hay & Stephens, Springfield, Illinois.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law and
Article TENTH of Registrant's Certificate of Incorporation
provide that directors and officers of the Registrant are to be
indemnified against expenses (including amounts paid in
settlement) incurred in connection with any actions in which they
are parties in such capacities unless they are adjudged to be
negligent or guilty of misconduct in the performance of their
duties.
Page 2
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.
Item 9. UNDERTAKINGS.
Firstbank hereby undertakes:
(1) To file during any period in which
offers or sales are being made, a post-
effective amendment to this Registration
Statement to include any material information
with respect to the Plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, 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 Plan.
(4) That, for purposes of determining any
liability under the Securities Act, each
filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of
the Exchange Act 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.
(5) Insofar as indemnification for
liabilities arising under the Securities Act
may be permitted to directors, officers and
controlling persons of the Company pursuant
to the foregoing provisions, or otherwise,
the Company has been advised that in the
opinion of the Securities and Exchange
Commission, such
Page 3
indemnification is against
public policy as expressed in the Securities
Act and is, therefore unenforceable. In the
event that the claim for indemnification
against such liabilities (other than the
payment by the Company of expenses incurred
or paid by a director, officer or controlling
person of the Company 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 Company
will, unless in the opinion of its counsel
the matter has been settled by controlling
precedent, submit a report to a court of
appropriate jurisdiction the question whether
such indemnification by it is against public
policy as expressed in the Securities Act,
and will be governed by the final
adjudication of such issue.
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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
12, 1997.
FIRSTBANK OF ILLINOIS CO.
By:/s/ Mark H. Ferguson
Mark H. Ferguson
Chairman, President and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes
and appoints Mark H. Ferguson and Chris R. Zettek and each of
them, the true and lawful attorneys-in-fact and agents of the
undersigned, with full power of substitution and resubstitution,
for and in the name, place, and stead of the undersigned, in any
and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and
agents, and each of them, full power and authority to do and
perform each and every act and thing requisite and necessary to
be done, as fully for all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
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
/s/ Mark H. Ferguson May 12, 1997
Mark H. Ferguson,
Chairman, Chief Executive
Officer, and Director
/s/ Leo. J. Dondanville, Jr. May 12, 1997
Leo J. Dondanville, Jr.
Director
Page 5
/s/ William R. Enlow May 12, 1997
William R. Enlow
Director
/s/ William T. Grant, Jr. May 12, 1997
William T. Grant, Jr.
Director
/s/ William B. Hopper May 12, 1997
William B. Hopper
Director
/s/ Robert W. Jackson May 12, 1997
Robert W. Jackson
Director
/s/ William R. Schnirring May 12, 1997
William R. Schnirring
Director
/s/ Robert L. Sweney May 12, 1997
Robert L. Sweney
Director
/s/ P. Richard Ware May 12, 1997
P. Richard Ware
Director
/s/ Richard E. Zemenick May 12, 1997
Richard E. Zemenick
Director
/s/ Chris R. Zettek May 12, 1997
Chris R. Zettek
Executive Vice President and
Chief Financial Officer
/s/ Daniel R. Davis May 12, 1997
Vice President and Controller
(Principal Accounting Officer)
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FIRSTBANK OF ILLINOIS CO.
FORM S-8
EXHIBIT INDEX
EXHIBIT PAGE
NUMBER EXHIBIT NUMBER
5 Opinion of Brown, Hay & Stephens 8
24(a) Consent of Brown Hay & Stephens contained
in their opinion filed as Exhibit 5 8
24(b) Consent of independent auditors,
KPMG Peat Marwick LLP 9
Page 7
May 7, 1997
Firstbank of Illinois Co.
930 First National Bank Building
Springfield, IL 62701
Gentlemen:
We have acted as counsel to Firstbank of Illinois Co., a
Delaware corporation, (the "Company") in connection with 400,000
shares of the Common Stock of the Company proposed to be offered
to certain key employees of the Company and its subsidiaries
pursuant to the Company's Incentive Stock Option Plan II
("Plan"). In that capacity, we have examined the corporate
records of the Company and such other documents as we deemed
relevant for the purposes of the opinion expressed herein.
Based upon the foregoing, it is our opinion that the Common
Stock, when issued in accordance with the terms and conditions of
the Plan, will be legally issued, fully paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to
the Registration Statement on Form S-8 under the Securities Act
of 1933.
Very truly yours,
/s/ Brown, Hay & Stephens
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Independent Auditors' Consent
The Board of Directors
Firstbank of Illinois Co.
Springfield, Illinois:
We consent to incorporation by reference in the registration
statement on Form S-8 of Firstbank of Illinois Co. of our report
dated January 16, 1997, relating to the consolidated balance
sheets of Firstbank of Illinois Co. and subsidiaries as of
December 31, 1996 and 1995 and the related consolidated
statements of income, shareholders' equity, and cash flows for
each of the years in th three-year period ended December 31,
1996, which report appears in the 1996 annual report on Form 10-K
of Firstbank of Illinois Co.
/s/ KPMG Peat Marwick LLP
St. Louis, Missouri
May 12, 1997
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