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): July 12, 1999(July 6, 1999)
ILLINI CORPORATION
(Exact name of registrant as specified in its charter)
Illinois 0-13343 37-1135429
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
3200 West Iles Avenue, Springfield, Illinois 62707
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 217-787-5111
Not Applicable
(Former name or former address, if changed since last report.)
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The Exhibit Index is on Page 4
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ITEM 5. OTHER EVENTS
On July 6, 1999, the Board of Directors of Illini Corporation (the
"Company") approved a Second Amendment to Rights Agreement dated as of
July 6, 1999 (the "Second Amendment") to that certain Rights Agreement by
and between the Company and Illinois Stock Transfer Company dated as of
June 20, 1997, as amended July 1, 1998. The Second Amendment affects the
definitions of "Acquiring Person" and "Substantial Block" under Sections
1(a) and 1(k) of the Rights Agreement to raise the ownership level at
which a distribution of rights will occur under the Rights Agreement from
10% to 25%. The change will facilitate Illini's acquisition of Farmers
State Bank of Camp Point because, upon consummation of that transaction,
Ernest H. Huls, the largest shareholder of Farmers State Bank of Camp
Point, will own approximately 22% of Illini's common stock. The Second
Amendment also eliminates a provision previously contained in the Rights
Agreement which excluded from the definition of "Acquiring Person"
descendants of Conrad Noll II and certain related trusts and other
entities under certain specified circumstances because by raising the
threshold to 25%, the Second Amendment generally permits such transfers to
be made without restriction. As such, the Board of Directors' action will
also provide greater flexibility to certain shareholders to conduct estate
planning and gifting of shares among family members.
The foregoing description of the Rights Agreement does not purport to be
complete and is qualified in its entirety by reference to the Second
Amendment, which is attached hereto as an exhibit and incorporated herein
by reference. All terms not otherwise defined above shall have the
meanings ascribed to them in the Rights Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
4.1 Second Amendment to Rights Agreement, dated July 6, 1999 to
Rights Agreement, dated as of June 20, 1997 by and between
Illini Corporation and Illinois Stock Transfer Company
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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 hereunto duly authorized.
ILLINI CORPORATION
Dated: July 9, 1999 By: /s/Burnard K. McHone
-------------------------------------
Burnard K. McHone
President
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EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
4.1 Second Amendment to Rights Agreement, dated July 6, 1999 to
Rights Agreement, dated as of June 20, 1997 by and between
Illini Corporation and Illinois Stock Transfer Company
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EXHIBIT 4.1
SECOND AMENDMENT TO RIGHTS AGREEMENT
This amendment is made as of July 6, 1999 by and between Illini
Corporation, an Illinois corporation (the "Company"), and Illinois Stock
Transfer Company, an Illinois corporation (the "Rights Agent").
WHEREAS, the Company and the Rights Agent entered into a Rights
Agreement dated as of June 20, 1997, as amended July 1, 1998 (the "Rights
Agreement");
WHEREAS, the Company and the Rights Agent may from time to time
supplement or amend the Rights Agreement pursuant to Section 28 of the Rights
Agreement;
WHEREAS, no Distribution Date (as defined in the Rights Agreement) has
occurred;
WHEREAS, an appropriate officer of the Company has delivered a
certificate to the Rights Agent which states that this amendment complies with
the terms of Section 28 of the Rights Agreement; and
WHEREAS, all acts and things necessary to make this Second Amendment a
valid, legal and binding instrument of the Company and the Rights Agent have
been duly done, performed and fulfilled, and the execution and delivery hereof
by each of the Company and the Rights Agent have been in all respects duly
authorized by the Company and the Rights Agent, respectively;
NOW, THEREFORE, the Company and the Rights Agent hereby agree that:
I. Pursuant to Section 28 of the Rights Agreement:
A. Section 1(a) of the Rights Agreement is hereby amended in its
entirety to read as follows:
(a) "Acquiring Person" shall mean any Person who or which,
together with all Affiliates and Associates of such Person, shall be
the Beneficial Owner of a Substantial Block or who was such a
Beneficial Owner at any time after the date hereof, whether or not such
Person continues to be the Beneficial Owner of a Substantial Block, but
shall not include the Company, any Subsidiary of or other Person
controlled by the Company, any employee benefit plan of the Company or
of any Subsidiary of the Company, any Person appointed as trustee by
the Company or such Subsidiary pursuant to the terms of any such plan
in that Person's capacity as trustee or any Excluded Acquiring Person.
Notwithstanding the foregoing, no Person shall become an "Acquiring
Person" (i) as a result of the acquisition of shares of Common Stock by
the Company which, by reducing the number of shares of Common Stock
outstanding, increases the proportional number of shares beneficially
owned by such Person together with all Affiliates and Associates of
such Person; provided however, that if (1) a Person would become an
Acquiring Person (but for
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the operation of this subclause (i)) as a result of the acquisition of
shares of Common Stock by the Company, and (2) after such share
acquisition by the Company, such Person, or an Affiliate or Associate
of such Person, becomes the Beneficial Owner of any additional shares
of Common Stock, then such Person shall be deemed an Acquiring Person;
or (ii) if the Board of Directors determines that such Person became an
Acquiring Person inadvertently, and such Person promptly divests itself
of a sufficient number of shares of Common Stock so that such Person is
the Beneficial Owner of such number of shares of Common Stock so that
such Person no longer would be an Acquiring Person.
B. Section 1(g) of the Rights Agreement is hereby deleted in its
entirety and shall instead indicate that "This space is intentionally
left blank."
C. Section 1(k) of the Rights Agreement is hereby amended in its
entirety to read as follows:
(k) "Substantial Block" shall mean a number of shares of
Common Stock of the Company which equals or exceeds 25% of the number
of shares of Common Stock of the Company then outstanding.
II. This Second Amendment may be executed in two (2) or more
counterparts, each of such counterparts shall for all purposes be deemed to be
an original and all such counterparts shall together constitute but one in the
same instrument.
III. Terms not defined herein shall, unless the context otherwise
requires, have the meanings described to such terms in the Rights Agreement.
IV. In executing and delivering this Second Amendment, the Rights Agent
shall be entitled to all of the privileges and immunities afforded to the Rights
Agent under the terms and conditions of the Rights Agreement.
V. The parties restate all of the provisions of the Rights Agreement
and agree that all such provisions remain in effect. If there is any conflict
between the provisions of this Second Amendment and the provisions of the Rights
Agreement, the provisions of this Second Amendment shall control.
VI. The effective date of this Second Amendment is July 6, 1999.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed and attested, all as of the day and year first
written above.
ATTEST: ILLINI CORPORATION
By: /s/Ronald E. Wenger By: /s/Burnard K. McHone
------------------------------- -------------------------------
Ronald E. Wenger Burnard K. McHone
Title: Senior Vice President Title: President
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ATTEST: ILLINOIS STOCK TRANSFER
COMPANY
By: /s/James W. Reed By: /s/Veronica F. Gall
------------------------------- -------------------------------
James W. Reed Veronica F. Gall
Title: Assistant Treasurer Title: Executive Vice President and
Secretary
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