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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 21, 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.
On May 4, 1999, the Board of Directors of First Oak Brook Bancshares
(the "Company") declared a dividend distribution of one Right for each
outstanding share of common stock, $2.00 par value (the "Common Stock"), of the
Company to shareholders of record at the close of business on May 21, 1999 (the
"Record Date"). Except as described below, each Right, when exercisable,
entitles the registered holder to purchase from the Company one two-hundredth of
a share of Series A Preferred Stock without par value (the "Preferred Stock"),
at a price of $60 per one two-hundredth share (the "Purchase Price"), subject
to adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and Oak Brook Bank, as
Rights Agent.
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Right Certificates will be
distributed. Until the earlier to occur of (i) 10 business days following a
public announcement that a person or group of affiliated or associated persons
(an "Acquiring Person") has acquired, or obtained the right to acquire,
beneficial ownership of 15% or more of the outstanding shares of Common Stock
(the "Stock Acquisition Date") or (ii) 15 business days (or such later date as
may be determined by action of the Board of Directors of the Company (the "Board
of Directors") prior to the time that any person becomes an Acquiring Person)
following the commencement of (or a public announcement of an intention to make)
a tender or exchange offer if, upon consummation thereof, such person or group
would be the beneficial owner of 15% or more of such outstanding shares of
Common Stock (the earlier of such dates being called the "Distribution Date"),
the Rights will be evidenced by the Common Stock certificates, together with a
copy of this Summary of Rights Plan and not by separate certificates.
The Rights Agreement also provides that, until the Distribution Date,
the Rights will be transferred with and only with the Common Stock. Until the
Distribution Date (or earlier redemption, expiration or termination of the
Rights), the transfer of any certificates for Common Stock, with or without a
copy of the Summary of Rights Plan, will also constitute the transfer of the
Rights associated with the Common Stock represented by such certificates. As
soon as practicable following a Distribution Date, if any, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common Stock as of the close of business on the Distribution Date and,
thereafter, such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date, if any, and
will expire at the earliest of (i) May 31, 2009 (the "Final Expiration Date"),
(ii) the redemption, if any, of the Rights by the Company as described below,
and (iii) the exchange, if any, of all Rights for Common Stock as described
below.
The Preferred Stock purchasable upon exercise of the Rights will be
subordinate to any other series of the Company's preferred stock that may be
issued in the future. One two-hundredth of a share of Preferred Stock will be
purchasable upon the exercise of one Right (unless and until the Rights have
been adjusted in accordance with the terms of the Rights Plan as described below
to provide holders of Rights the option to purchase shares of Common Stock (or
other securities or
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property of equivalent value) at a discounted purchase price). Each whole share
of Preferred Stock will have a minimum preferential quarterly dividend rate
equal to the greater of $1.00 per share or 200 times the dividend declared on
the Company's Common Stock. In the event of liquidation, no distribution will be
made to holders of Common Stock unless prior thereto the holders of the
Preferred Stock have, subject to the rights of holders of any other series of
the Company's preferred stock, received a preferred liquidation payment equal to
the greater of $200 per share, plus accrued and unpaid dividends, or the
equivalent of 200 times any payment to be made per share of the Company's Common
Stock. Holders of the Preferred Stock will be entitled to notice of and to vote
at any meeting of the Company's shareholders. Each share of Preferred Stock will
have 200 votes, voting together with the Company's Common Stock, except as
Delaware law may otherwise provide. Such shares do not have cumulative voting
rights. In the event of any merger, consolidation or other transaction in which
shares of Common Stock are exchanged, each share of Preferred Stock will be
entitled to receive, subject to anti-dilution adjustments, 200 times the amount
received per share of Common Stock. The rights of the Preferred Stock as to
dividends and voting, upon liquidation, and in the event of mergers and
consolidations, are protected by customary antidilution provisions. The shares
of Preferred Stock are not redeemable by the Company.
In the event that any person (other than the Company, or any person
receiving newly-issued shares of Common Stock directly from the Company) becomes
the beneficial owner of 15% or more of the then outstanding shares of Common
Stock, each holder of a Right will thereafter have the right to receive, upon
exercise at the then current exercise price of the Right, Common Stock (or, in
certain circumstances, cash, property or other securities of the Company) having
a value equal to two times the exercise price of the Right. The Rights Agreement
contains an exemption for any issuance of Common Stock by the Company directly
to any person (for example, in a private placement or an acquisition by the
Company in which Common Stock is used as consideration), even if that person
would become the beneficial owner of 15% or more of the Common Stock, provided
that such person does not acquire any additional shares of Common Stock.
In the event that, at any time following the Stock Acquisition Date,
the Company is acquired in a merger or other business combination transaction or
50% or more of the Company's assets or earning power are sold, proper provision
will be made so that each holder of a Right will thereafter have the right to
receive, upon exercise at the then current exercise price of the Right, common
stock of the acquiring or surviving company having a value equal to two times
the exercise price of the Right.
Notwithstanding the foregoing, following the occurrence of any of the
events set forth in the preceding two paragraphs (the "Triggering Events"), any
Rights that are, or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person will immediately
become null and void.
The Purchase Price payable, and the number of shares of Preferred Stock
or other securities or property issuable, upon exercise of the Rights, are
subject to adjustment from time to time to prevent dilution, among other
circumstances, in the event of a stock dividend on, or a subdivision, split,
combination, consolidation or reclassification of, the Preferred Stock or the
Common Stock, or a reverse split of the outstanding shares of Preferred Stock or
the Common Stock.
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At any time after the acquisition by a person or group of affiliated or
associated persons of beneficial ownership of 15% or more of the outstanding
Common Stock and prior to the acquisition by such person or group of 50% or more
of the outstanding Common Stock, the Board of Directors may exchange the Rights
(other than Rights owned by such person or group, which have become void), in
whole or in part, at an exchange ratio of one share of Common Stock per Right
(subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
the Purchase Price. The Company will not be required to issue fractional shares
of Preferred Stock or Common Stock (other than fractions in multiples of one
two-hundredth of a share of Preferred Stock) and, in lieu thereof, an
adjustment in cash may be made based on the market price of the Preferred Stock
or Common Stock on the last trading date prior to the date of exercise.
At any time after the date of the Rights Agreement until the time that
a person becomes an Acquiring Person, the Board of Directors may redeem the
Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption
Price"), which may (at the option of the Company) be paid in cash, shares of
Common Stock or other consideration deemed appropriate by the Board of
Directors. Upon the effectiveness of any action of the Board of Directors
ordering redemption of the Rights, the Rights will terminate and the only right
of the holders of Rights will be to receive the Redemption Price.
Issuance of Preferred Stock or Common Stock upon exercise of the Rights
will be subject to any necessary regulatory approvals. Until a Right is
exercised, the holder thereof, as such, will have no rights as a shareholder of
the Company, including, without limitation, the right to vote or to receive
dividends.
The provisions of the Rights Agreement may be amended by the Company,
except that any amendment adopted after the time that a person becomes an
Acquiring Person may not adversely affect the interests of holders of Rights.
As of May 13, 1999 there were 6,608,326 shares of Common Stock
outstanding and 648,262 shares of Common Stock reserved for issuance under
employee benefit plans. Each outstanding share of Common Stock on May 21, 1999,
will receive one Right. Forty thousand (40,000) shares of Preferred Stock will
be reserved for issuance in the event of exercise of the Rights.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on the Rights being redeemed or a substantial
number of Rights being acquired, and under certain circumstances the Rights
beneficially owned by such a person or group may become void. The Rights should
not interfere with any merger or other business combination approved by the
Board of Directors because, if the Rights would become exercisable as a result
of such merger or business combination, the Board of Directors may, at its
option, at any time prior to the time that any Person becomes an Acquiring
Person, redeem all (but not less than all) of the then outstanding Rights at the
Redemption Price.
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A copy of the Rights Agreement is being filed with the Securities and
Exchange Commission as an exhibit to a Registration Statement on Form 8-A. This
summary description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Rights Agreement.
ITEM 7(c). EXHIBITS.
4.1 Rights Agreement, dated as of May 4, 1999 between
First Oak Brook Bancshares and Oak Brook Bank, as
Rights Agent (incorporated by reference to Exhibit
4.1 to the Form 8-A Registration Statement filed by
Registrant on May 21, 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.
Date: May 21, 1999 By:/s/Rosemarie Bouman
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Rosemarie Bouman
Vice President and Chief Financial Officer
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