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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): JANUARY 30, 1998
FIRSTBANK OF ILLINOIS CO.
(Exact name of registrant as specified in its charter)
DELAWARE 0-8426 37-6141253
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
205 SOUTH FIFTH STREET, 9TH FLOOR, SPRINGFIELD, ILLINOIS 62701
(Address of principal executive offices, Zip Code)
Registrant's telephone number, including area code: (217) 753-7543
NOT APPLICABLE
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
On January 30, 1998, Firstbank of Illinois Co., a corporation
organized and existing under the laws of the state of Delaware ("FIRSTBANK"),
Mercantile Bancorporation Inc., a corporation organized and existing under the
laws of the State of Missouri ("MERCANTILE"), and Ameribanc, Inc., a Missouri
corporation and wholly owned subsidiary of Mercantile, entered into an
Agreement and Plan of Reorganization (the "MERGER AGREEMENT"), pursuant to
which Firstbank will merge with and into Ameribanc, Inc. (the "MERGER"). The
Executive Committee of the Board of Directors of Mercantile and the Board of
Directors of Firstbank approved the Merger at meetings held on December 16,
1997 and January 29, 1998, respectively.
In accordance with the terms of the Merger Agreement, each share of
Firstbank common stock, par value $1.00 per share (the "FIRSTBANK COMMON
STOCK"), outstanding immediately prior to the effective time of the Merger (the
"EFFECTIVE TIME") will be converted into the right to receive 0.8308 of a share
of Mercantile common stock, par value $.01 per share (the "COMMON STOCK"), and
the associated preferred share purchase rights under Mercantile's Rights
Agreement, dated May 23, 1988, between Mercantile and Mercantile Bank National
Association, as Rights Agent (together with the Common Stock, the "MERCANTILE
COMMON STOCK").
In addition, at the Effective Time, all rights with respect to
Firstbank Common Stock pursuant to stock options outstanding at the Effective
Time, whether or not then exercisable, shall be converted into and shall become
rights with respect to Mercantile Common Stock.
The Merger is intended to constitute a tax-free reorganization under
the Internal Revenue Code of 1986, as amended, and to be accounted for as a
pooling-of-interests.
Consummation of the Merger is subject to various conditions,
including: (i) the approval of the Merger Agreement and the Merger by the
shareholders of Firstbank; (ii) the receipt of requisite regulatory approvals
from the Board of Governors of the Federal Reserve System and any other
necessary federal and state regulatory authorities; (iii) the registration
pursuant to the Securities Act of 1933, as amended (the "ACT"), of the shares
of Mercantile Common Stock to be issued in the Merger and upon exercise of
options to acquire Mercantile Common Stock following the Merger; (iv) the
receipt by each of Mercantile and Firstbank of an opinion of counsel in
reasonably satisfactory form as to the tax treatment of certain aspects of the
Merger; (v) the receipt of a letter from KPMG Peat Marwick LLP, Mercantile's
independent public accountants, to the effect that the Merger will qualify for
pooling-of-interests accounting treatment; (vi) Firstbank shall have divested
itself of, or entered into binding agreements to divest certain banking
subsidiaries; and (vii) the satisfaction of certain other conditions.
The Merger Agreement and the Merger will be submitted for approval at
a meeting of the shareholders of Firstbank. Prior to such meeting, Mercantile
will file a registration statement with the Securities and Exchange Commission
registering under the Act the shares of Mercantile Common Stock to be issued in
the Merger. Such shares of Mercantile
Form 8-K
Firstbank of Illinois Co.
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Common Stock will be offered to the Firstbank shareholders pursuant to a
prospectus that will also serve as a proxy statement for the shareholders'
meeting.
In connection with the Merger Agreement, each of the directors of
Firstbank, who in the aggregate have voting power over approximately 7.2
percent of the outstanding shares of Firstbank Common Stock, based upon
15,753,053 shares of Firstbank Common Stock outstanding as of January 2, 1998,
has agreed with Mercantile pursuant to a separate Voting Agreement to vote all
shares of Firstbank Common Stock over which such director has voting power to
approve the Merger Agreement and the Merger.
Also in connection with the Merger Agreement, Mercantile and Firstbank
entered into a Stock Option Agreement, dated January 30, 1998 (the "STOCK
OPTION AGREEMENT"). Under the Stock Option Agreement, Mercantile has been
granted an irrevocable option to purchase, under certain circumstances, up to
3,134,858 shares of Firstbank Common Stock at a price of $37.75 per share,
subject to certain adjustments (the "MERCANTILE OPTION"). The Mercantile
Option, if exercised, would equal, before giving effect to the Mercantile
Option, 19.9 percent of the total number of shares of Firstbank Common Stock
outstanding. The Mercantile Option was granted by Firstbank as a condition to
and inducement for Mercantile's willingness to enter into the Merger Agreement.
Under certain circumstances, Firstbank may be required to repurchase the
Mercantile Option or the shares acquired pursuant to the exercise of the
Mercantile Option.
Each of the preceding descriptions of the Merger Agreement, Stock
Option Agreement, and Voting Agreement is qualified in its entirety by
reference to the copies of the Merger Agreement, Stock Option Agreement, and
Voting Agreement included as Exhibits 2.1, 2.2, and 2.3 respectively,
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
2.1* Agreement and Plan of Reorganization, dated January 30, 1998, by and among Mercantile
Bancorporation Inc., Ameribanc, Inc. and Firstbank of Illinois Co.
2.2* Stock Option Agreement, dated January 30, 1998, by and between Mercantile Bancorporation
Inc. and Firstbank of Illinois Co.
2.3* Form of Voting Agreement to be entered into between Mercantile Bancorporation, Inc. and the
directors of Firstbank of Illinois Co.
99.1* Text of joint press release, dated January 30, 1998, issued by Mercantile Bancorporation Inc.
and Firstbank of Illinois Co.
* Previously filed.
</TABLE>
Form 8-K
Firstbank of Illinois Co.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRSTBANK OF ILLINOIS CO.
By /s/ Chris R. Zettek
--------------------------------
Chris R. Zettek
Executive Vice President and
Chief Financial Officer
Form 8-K
Firstbank of Illinois Co.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
2.1* Agreement and Plan of Reorganization, dated January 30, 1998, by and among Mercantile
Bancorporation Inc., Ameribanc, Inc. and Firstbank of Illinois Co.
2.2* Stock Option Agreement, dated January 30, 1998, by and between Mercantile Bancorporation Inc.
and Firstbank of Illinois Co.
2.3* Form of Voting Agreement to be entered into between Mercantile Bancorporation Inc. and the
directors of Firstbank of Illinois Co.
99.1* Text of joint press release, dated January 30, 1998, issued by Mercantile Bancorporation Inc.
and Firstbank of Illinois Co.
* Previously filed.
</TABLE>
Form 8-K
Firstbank of Illinois Co.
