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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)<F*>
Illini Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
451773105
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(CUSIP Number)
Dale A. Schempp, Noll Law Office
802 South Second Street, Springfield, Illinois 62704
(217) 544-8441
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 11, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
[FN]
<F*>The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act bust shall be subject to all other provisions of the Act
(however, see the Notes).
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SCHEDULE 13D
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CUSIP No. 451773105 Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ida R. Noll TIN ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP<F*> (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS<F*>
PF/OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2 (e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF
SHARES 44,863
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON WITH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
44,863
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,863
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES<F*> [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0039%
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14 TYPE OF REPORTING PERSON<F*>
IN
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
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(a) Letter, dated May 11, 1998, from attorney for Reporting Person
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clarifying Reporting Person's position regarding certain issues
relating to Illini Corporation's Shareholder Rights Plan.
3
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SCHEDULE 13D
CUSIP NO. 451773105
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
May 12, 1998
--------------------------------
(Date)
/s/ Ida R. Noll
--------------------------------
Ida R. Noll
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Exhibit 7(a)
[LETTERHEAD of LEWIS, RICE & FINGERSH, L.C.]
May 11, 1998
VIA FAX AND FEDEX
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Theodore L. Eissfeldt, Esq.
HOWARD & HOWARD, L.C.
The Creve Coeur Building, Ste. 200
321 Liberty Street
Peoria, IL 61602-1403
Re: Illini Corporation Shareholder Rights Plan
------------------------------------------
Dear Ted:
As a follow up to our recent telephone conversation, I thought it might
be useful to provide some clarification of my client's (Mrs. Ida Noll)
position regarding certain issues involving the subject "Poison Pill" Plan.
The first point of clarification concerns the Directors' assumption
that Mrs. Noll became an acquiring person "inadvertently." My Webster's
dictionary defines the term "INADVERTENT" to mean "not turning the mind to
a matter." Thus, whether or not Mrs. Noll exceeded the 10% ownership
threshold under the "Poison Pill" Plan "inadvertently" is determined by Mrs.
Noll's state of mind. I have to question whether the Directors had any
factual basis whatsoever to assume, at their April 30, 1998 meeting, that
Mrs. Noll had exceeded the 10% trigger "inadvertently." If Mrs. Noll
ultimately should testify with respect to this matter, she would say that she
was mindful and well aware of the ostensible consequences under the
Directors' "Poison Pill" Plan of the receipt of her mother's gift. In other
words, Mrs. Noll was cognizant that she would become an "Acquiring Person"
under the terms of the Directors' "Poison Pill" Plan by accepting her
mother's gift. Mrs. Noll, therefore, did not become an Acquiring Person
---
"inadvertently." The Directors' assumption/determination to the contrary is
baseless.
You might ask why Mrs. Noll would knowingly accept her mother's gift,
cross the 10% ownership threshold, become an "Acquiring Person" and seemingly
risk the severe consequences of the Directors' "Poison Pill" Plan. The
answer is that Mrs. Noll firmly believes that either the Plan was void
ab initio or that the Directors are personally liable for breaching their
- -- ------
fiduciary duties to her by adopting and refusing to modify their oppressive
and unreasonable Plan. By letter dated January 7, 1998, Mrs. Noll, through
her attorney, protested the unreasonableness and
<PAGE> 2
LEWIS, RICE & FINGERSH, L.C.
Theodore L. Eissfeldt, Esq.
May 11, 1998
Page 2
inequities of the Directors' "Poison Pill" Plan and asked that the Directors
terminate it. The Directors refused. Mrs. Noll subsequently adopted a
"business as usual" approach to her conduct vis-a-vis the Directors' "Poison
Pill" Plan. She reasoned that because the triggering of the Directors'
"Poison Pill" Plan against her interests was inevitable (due to natural
intra-family succession of shares, as we have previously described), that she
would not reject a bona fide intra-family gift or, for that matter, an
inheritance when and as such would someday come to her (or her children) in
the natural course of events of her immediate family. So, Mrs. Noll accepted
her mother's recent gift knowing that it took her ownership interest above
the 10% trigger of the Directors' "Poison Pill" Plan, with complete
confidence that either the Plan is so fatally flawed that it is void and
wholly unenforceable or that, at a minimum, the Directors will be held liable
to her for all damages suffered on account of the gross breach of their
fiduciary duties.
The second point of clarification, that was among the topics of my
letter to you dated May 5, 1998, is the prompt divestiture requirement of the
relevant clause of Section 1(a) of the Plan. As we have advised the
Directors on two prior occasions, Mrs. Noll will not divest any shares. To
------------------------------------
do so would only postpone the inevitable triggering of the Plan against her.
Thus, whether or not a divestiture by Mrs. Noll is done "promptly", I would
submit, is a moot point since there never will be any divestiture. Moreover,
as an academic legal point, we disagree with your view that the Directors
have sole power under the Plan to unilaterally determine what may constitute
"promptly." As a grammatical matter, the Directors' determination language
that appears as a modifier in the subject clause of Section 1(a) of the Plan
clearly only modifies the "inadvertently" element and not the prompt
divestiture element. Therefore, it ultimately would be for a court, and not
the Directors, to determine what the term "promptly" means as used in this
provision. It is also relevant, in this regard, that the Directors lost the
power to amend or supplement their "Poison Pill" Plan after the April 16,
1998 Stock Acquisition Date (see Section 28 of the Plan).
Because Mrs. Noll did not become an Acquiring Person "inadvertently"
and given that she and her children won't divest any of their shares, it's
very clear that the last clause of Section 1(a) of the Plan is inapplicable.
Mrs. Noll intends to hold each Director personally liable for any
damages which she or her children suffer on account of the "Poison Pill"
Plan.
Very truly yours,
/s/ Thomas C. Erb
Thomas C. Erb
TCE/jns
