UNITED STATES
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
Date of Report (Date of earliest event reported): MAY 4, 1999
FIRST OAK BROOK BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 0-14468 36-3220778
(State or other jurisdiction (Commission file number) (I.R.S. employer
of incorporation) identification no.)
1400 SIXTEENTH STREET 60523
OAK BROOK, ILLINOIS (Zip Code)
(Address of principal executive
offices)
Registrant's telephone number, including area code: (630)571-1050
NOT APPLICABLE
(Former name or former address, if changed since last year)
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ITEM 5. OTHER EVENTS.
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At the close of business on May 5, 1999, all of the outstanding shares of
the Registrant's common stock, par value $2.00 per share, having one vote per
share (the "Common Stock") were reclassified, on a one-for-one basis, into
shares of the Registrant's Class A common stock, par value $2.00 per share,
having one vote per share (the "Class A Common Stock"). This action was taken
pursuant to the Registrant's Restated Certificate of Incorporation which was
approved by the shareholders vote at the Registrant's annual meeting of
shareholders held on May 4, 1999.
As a result of the reclassification, the Class A Common Stock is now the
only class of outstanding common stock of the Company and has been renamed as
the "Common Stock". This stock will continue to trade on the Nasdaq Stock
Market, but will trade temporarily under the symbol "FOBBD" and then, commencing
May 13,1999, under the symbol "FOBB" instead of the current symbol "FOBBA". The
CUSIP identification number for the newly-named Common Stock will remain the
same, 335847-20-8.
In addition to the reclassification, the shareholders also approved a
series of amendments to the Company's governing documents at the May 4, 1999
annual meeting. The Company also announced that its Board of Directors adopted a
Shareholder Rights Plan.
The attached press release, which is incorporated herein by reference,
provides additional information regarding the reclassification, amendments to
governing documents and the Shareholder Rights Plan.
ITEM 7(C). EXHIBITS.
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Exhibit 99 Press Release dated May 4, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FIRST OAK BROOK BANCSHARES, INC.
Dated: May 6, 1999 By: /s/ Rosemarie Bouman
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Rosemarie Bouman
Vice President and Chief Financial Officer
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INDEX TO EXHIBITS
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Exhibit
99 Press Release dated May 4, 1999.
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EXHIBIT 99
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May 4, 1999
Rosemarie Bouman, Vice President
and Chief Financial Officer
(630) 571-1050 ext. 258 or
E-mail at [email protected]
FIRST OAK BROOK BANCSHARES, INC.
ANNOUNCES
ELIMINATION OF TWO-CLASS COMMON STOCK STRUCTURE
EFFECTIVE FOR TRADING BEGINNING MAY 6, 1999
RECLASSIFICATION AND CORPORATE GOVERNANCE CHANGES APPROVED BY
SHAREHOLDERS AT ANNUAL MEETING HELD TODAY
BOARD ANNOUNCES ADOPTION OF SHAREHOLDER RIGHTS PLAN
OAK BROOK, ILLINOIS--First Oak Brook Bancshares, Inc. (NMS: FOBBA)
announced today that all of the Company's outstanding common equity will be
reclassified into a single class of common stock.
Reclassification
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The reclassification was approved by the Company's shareholders at the
Annual Meeting of Shareholders held today, and will be effective at the close of
business tomorrow, May 5, 1999. Richard M. Rieser, Jr., President of First Oak
Brook Bancshares, said "Our shareholders have simplified our capital structure,
providing greater flexibility for pursuing our long-term growth strategy and
eliminating the investor confusion caused by the two-class structure."
As a result of the reclassification, the Company's current Common Stock has
been reclassified on a one-for-one basis into shares of its only class of
outstanding common stock, the Class A Common Stock, which will have one vote per
share and be renamed the "Common Stock."
As of the opening of trading on Thursday, May 6th, the Common Stock will
trade on the NASDAQ Stock Market under the symbol "FOBBD" for an interim period
and then commencing Thursday, May 13th, will trade under the symbol "FOBB"
instead of the current symbol "FOBBA." The CUSIP identification number of the
stock will remain the same. The Company will have approximately 6.6 million
shares of Common Stock following the reclassification.
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STOCKHOLDERS NEED NOT DO ANYTHING WITH THEIR CERTIFICATES TO EFFECT THE
RECLASSIFICATION. Existing certificates for the Company's current Class A Common
Stock and Common Stock will represent shares of the new single class of Common
Stock.
However, the Company plans to notify all shareholders by mail of procedures to
be followed if a shareholder wants to exchange their current certificates for
those representing the new single class of Common Stock.
Stock Options
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Outstanding stock options which are exercisable for the purchase of the
current common stock will instead be exercisable into the same number of the new
single class Common Stock.
Other Shareholder Actions
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In addition to the reclassification, the Company's shareholders also
approved a series of amendments to the Company's governing documents intended to
reduce its vulnerability to unsolicited, non-negotiated takeover proposals.
Those amendments included implementation of a staggered Board of Directors,
establishment of advance notice and other requirements relating to actions by
shareholders, and requirements for a super-majority vote to modify the new
amendments in the future.
Shareholder Rights Plan
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Following the Annual Meeting of Shareholders, the Company's Board of
Directors adopted a Shareholder Rights Plan. The Rights Plan provides for the
distribution of one preferred stock purchase right for each share of the
Company's outstanding Common Stock held of record on May 21, 1999. The rights
have no immediate economic value to shareholders since they will trade in tandem
with the Common Stock and cannot be exercised unless a person, group or entity
acquires 15% or more of the Company's Common Stock or announces a tender offer.
The Rights Plan permits the Company's Board of Directors to redeem the rights
for one cent under certain circumstances.
In general, the Rights Plan provides that in the event the 15% threshold is
crossed or a tender offer is commenced, and the Board does not redeem the
rights, all holders of rights, other than the 15% shareholder or the tender
offeror, will be able to purchase a certain amount of Company Common Stock for
one-half its market price.
Commenting on the Rights Plan, Mr. Rieser said "The Rights Plan is a
natural extension of the corporate governance provisions approved by our
shareholders today. Studies have shown that these plans can enhance shareholder
value in the long run, and that is why thousands of public companies have put
them in place."
Rieser also noted that the Rights Plan was not adopted in response to any
specific event or circumstances. Neither the creation of the Rights Plan nor the
reclassification of the common equity is a taxable event for the Company's
shareholders. Additional information regarding the Rights Plan will be mailed to
shareholders.
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Oak Brook Bank
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First Oak Brook Bancshares, Inc. owns Oak Brook Bank. The Bank operates
eleven banking offices, ten in the western suburbs and one in the northern
suburbs of Chicago, Illinois. An additional branch in LaGrange, Illinois, is
scheduled to open in 1999.
More Information Available
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At our Web site HTTP://WWW.OBB.COM you will find shareholder information
including this press release and electronic mail boxes. You will also have the
option of directly linking to the EDGAR database from our site for additional
financial information filed with the SEC.
