FORM 8-A/A-1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ILLINI CORPORATION
(Exact name of registrant as specified in its charter)
Illinois 37-1135429
(State of incorporation or organization) (I.R.S. Employer Identification No.)
3200 West Iles Avenue, Springfield, Illinois 62707
(Address of principal executive offices, including zip code)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. []
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act, and is effective pursuant to
General Instruction A.(d), check the following box. []
Securities Act registration statement file number to which this form
relates: Not Applicable Securities to be registered pursuant to Section 12(b) of
the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
none none
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock Purchase Rights
(title of class)
<PAGE>
This Form 8-A/A-1 amends and restates the Registration Statement of
Form 8-A dated June 25, 1997, filed by Illini Corporation (the "Company") with
respect to the Common Stock Purchase Rights (the "Rights") issued pursuant to
the Rights Agreement dated June 20, 1997 between the Company and Illinois Stock
Transfer Company as rights agent (the "Rights Agent"), as amended by a First
Amendment thereto dated July 1, 1998 and a Second Amendment thereto dated July
6, 1999. As of November 18, 1999, the Company and the Rights Agent entered into
a third amendment (the "Third Amendment") to the Rights Agreement, which is
filed as Exhibit 4 hereto and is incorporated herein by reference. The Rights
Agreement as amended through the date hereof is referred to herein as the
"Rights Agreement."
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On June 20, 1997, the Board of Directors of the Company declared a
dividend distribution of one Right for each outstanding share of Common Stock,
$10.00 par value (the "Common Stock"), of the Company to the stockholders of
record on July 7, 1997 (the "Record Date"). Each Right entitles the registered
holder to purchase from the Company one share of Common Stock at a price of
$80.00 per share (the "Purchase Price"), subject to adjustment
Until the earlier to occur of (i) the tenth business day after a public
announcement that a person or group of affiliated or associated persons
acquired, or obtained the right to acquire, beneficial ownership of 25% or more
of the outstanding shares of Common Stock of the Company (such person or group
being called an "Acquiring Person" and such date of first public announcement
being called the "Stock Acquisition Date"), or (ii) the tenth business day after
the commencement or announcement of an intention to make a tender offer or
exchange offer which would result in any person or group of affiliated or
associated persons becoming an Acquiring Person (the earlier of such dates being
called the "Distribution Date"), the Rights will be evidenced, with respect to
any of the Company's Common Stock certificates outstanding as of the Record
Date, by such Common Stock certificate with a copy of a summary of the terms of
the Rights (the "Summary of Rights" ) attached thereto. The Rights Agreement
provides that notwithstanding anything in the definition of Beneficial Ownership
to the contrary, a Person shall not be deemed the Beneficial Owner of, or to
"beneficially own", any shares of Common Stock of the Company as a result of the
operation of that certain Non-Compete, Standstill and Sale of Personal Goodwill
Agreement to be entered into on November 19, 1999 between the Company and Ernest
H. Huls. The Non-Compete, Standstill and Sale of Personal Goodwill Agreement is
included as Exhibit 5 hereto and is incorporated herein by reference.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Company's Common Stock. Until
the Distribution Date (or earlier redemption or expiration of the Rights), new
Common Stock certificates issued after Stock will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date (or
earlier redemption or expiration of the Rights), the surrender for transfer of
any of the Company's Common Stock certificates outstanding as of the Record Date
will also constitute the transfer of the Rights associated with the Common Stock
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of the Company's Common Stock
as of the close of business on the Distribution Date and, thereafter, such
separate Rights Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights will
expire on July 7, 2007, unless earlier redeemed by the Company as described
below.
The Purchase Price payable, and the number of shares of Common Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of the
Common Stock, (ii) upon the grant to holders of Common Stock of certain rights,
options or warrants to subscribe for shares of Common Stock or convertible
securities at less than the current market price of the Common Stock or (iii)
upon the distribution to holders of Common Stock of evidences of indebtedness or
assets (excluding (a) a regular periodic cash dividend or (b) a dividend payable
in Common Stock) or of subscription rights, options or warrants (other than
those referred to above).
In the event that a person becomes the beneficial owner of 25% or
more of the outstanding shares of Common Stock (i.e., becomes an Acquiring
Person), each holder of a Right, other than Rights beneficially owned by the
Acquiring Person
2
<PAGE>
(which will be void), will have the right to receive upon exercise thereof, that
number of shares of Common Stock having a market value of two times the exercise
price of the Right (such right being called the "Flip-In" right).
In the event that, on or after the Stock Acquisition Date, the
Company were acquired in a merger or other business combination, or 50% or more
of its assets or earning power were sold, proper provision shall be made so that
each holder of a Right shall thereafter have the right to receive, upon the
exercise thereof at the then current exercise price of the Right, that number of
shares of common stock of the acquiring company which at the time of such
transaction would have a market value of two times the exercise price of the
Right. In the event that the Company were the surviving corporation in a merger
involving the Acquiring Person and the Common Stock were not changed or
exchanged, proper provision shall be made so that each holder of a Right, other
than Rights beneficially owned by the Acquiring Person (which will be void),
will thereafter have the right to receive upon exercise that number of shares of
the Common Stock having a market value of two times the exercise price of the
Right (such right being called the "Flip-Over" right). The holder of a right
will no longer have a Flip-Over right if, and to the extent that, he has
exercised his Flip-In right. With certain exceptions, no adjustment in the
Purchase Price will be required until cumulative adjustments require an
adjustment of at least 1% in such Purchase Price. No fractional shares will be
issued and, in lieu thereof, a cash payment will be made based on the market
price of the Common Stock on the last trading date prior to the date of
exercise.
At any time prior to the time that there is an Acquiring Person, the Company
may, at its option, redeem the Rights in whole but not in part, at a price of
$0.01 per Right (the "Redemption Price"). Immediately upon the authorization of
the redemption of the Rights by the Board of Directors of the Company, the
Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.
One Right will be distributed to shareholders of the Company for each share
of Common Stock owned of record by them as of the close of business on July 7,
1997. Until the Distribution Date, the Company will issue one Right with each
share of Common Stock that shall become outstanding so that all shares of Common
Stock will have attached Rights.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved in advance by the Board of Directors of the Company. The
Rights should not interfere with any merger of other business combination
approved by the Board of Directors prior to the time that a person or group has
acquired beneficial ownership of 25% or more of the Common Stock, since until
such time the Rights may be redeemed by the Company at $0.01 per Right.
The distribution of the Rights is not taxable to the Company or its
shareholders. The Rights are not dilutive and will not affect reported earnings
per share. The Company will receive no proceeds from the issuance of the Rights
as a dividend.
Until a Right is exercised, the holder thereof, as such, will have no rights
as a stockholder of the Company, including, without limitation, the right to
vote or to receive dividends.
The Board of Directors of the Company may amend the Rights Agreement from
time to time, provided that any such changes do not adversely affect the
interest of the holders of the Rights, and provided further that the Rights
Agreement may not be supplemented or amended in any way after an Acquiring
Person has become such.
The original Rights Agreement between the Company and the Rights Agent
specifying the terms of the Rights, including the form of Rights Certificate and
the Summary of Rights is included as Exhibit 1 to this Registration Statement
and is incorporated herein by reference. The First Amendment to the Rights
Agreement dated July 1, 1998, is included as Exhibit 2 to this Registration
Statement and is incorporated herein by reference. The Second Amendment to the
Rights Agreement, dated July 6, 1999, is included as Exhibit 3 to this
Registration Statement and is incorporated herein by reference. A copy of the
Rights Agreement, as amended, is available to all Right holders free of charge
from the Company. The foregoing description of the Rights Agreement as amended
to date does not purport to be complete and is qualified in its entirety by
reference to the full text of the foregoing documents which are included as
exhibits hereto.
3
<PAGE>
ITEM 2. EXHIBITS.
List below all exhibits filed as a part of the registration statement:
1. Rights Agreement dated June 20, 1997 between Illini Corporation and
Illinois Stock Transfer Company, as Rights Agent (incorporated by
reference as Exhibit 1 to the Company's Registration Statement on
Form 8-A dated June 25, 1997).
2. First Amendment to Rights Agreement, dated as of July 1, 1998
between Illini Corporation and Illinois Stock Transfer Company
(incorporated by reference as Exhibit 4.1 to the Company's Current
Report on Form 8-K dated July 13, 1998).
3. Second Amendment to Rights Agreement, dated as of July 6, 1999
between Illini Corporation and Illinois Stock Transfer Company
(incorporated by reference as Exhibit 4.1 to the Company's Current
Report on Form 8-K dated July 12, 1999).
4. Third Amendment to Rights Agreement, dated as of November 18, 1999
between Illini Corporation and Illinois Stock Transfer Company
(incorporated by reference as Exhibit 4.1 to the Company's Current
Report on Form 8-K dated November 26, 1999).
5. Non-Compete, Standstill and Sale of Personal Goodwill Agreement,
dated November 19, 1999 between Illini Corporation and Ernest H.
Huls (incorporated by reference as Exhibit 10.1 to the Company's
Current Report on Form 8-K dated November 26, 1999).
4
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
ILLINI CORPORATION
Dated: November 30, 1999 By: /s/ Burnard K. McHone
-------------------------------------
Burnard K. McHone
President
5
