SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
__________________
CENTRAL ILLINOIS FINANCIAL CO., INC.
(Exact name of Registrant, a small business issuer,
as specified in its charter)
DELAWARE 37-1338484
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
100 WEST UNIVERSITY AVENUE
CHAMPAIGN, ILLINOIS 61820
(Address of principal executive offices, including zip code)
__________________
CENTRAL ILLINOIS FINANCIAL CO., INC.
1996 STOCK INCENTIVE PLAN
(Full title of the plan)
__________________
GREGORY B. LYKINS
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
CENTRAL ILLINOIS FINANCIAL CO., INC.
100 WEST UNIVERSITY AVENUE
CHAMPAIGN, ILLINOIS 61820
(Name and address of agent for service)
(217) 351-6500
(Telephone number, including area code, of agent for service)
With copies to:
DOUGLAS J. TUCKER, ESQ.
BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG
333 WEST WACKER DRIVE, SUITE 2700
CHICAGO, ILLINOIS 60606
(312) 984-3100
<TABLE>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered<F1><F2> per Share<F2> Offering Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock,
$.01 Par Value 235,000 $15.875 $3,730,625 $1,131
Preferred Stock
Purchase Rights 235,000 N/A N/A N/A
<FN>
<F1> Pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement also registers such indeterminate number of additional
shares as may be issuable under the Plan in connection with share splits,
share dividends or similar transactions.
<F2> Estimated pursuant to Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee and based, in
accordance with Rule 457(c), upon the average of the bid and asked price of
the shares of the Registrant's Common Stock on May 22, 1997.
</FN>
</TABLE>
<PAGE>
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of
Form S-8 will be sent or given to participants in the Central Illinois
Financial Co., Inc. 1996 Stock Incentive Plan (the "Plan") as specified by
Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act").
Such document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by reference into the
Registration Statement pursuant to Item 3 of Part II hereof) a prospectus
that meets the requirements of Section 10(a) of the Securities Act (the
Prospectus ).
<PAGE>
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents previously or concurrently filed by Central
Illinois Financial Co., Inc. (the "Company" or the Registrant ) with the
Commission are hereby incorporated by reference into this Registration
Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1996 (File No. 33-90342), filed with the Commission on March 27,
1997.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the Exchange Act ) since
the end of the fiscal year covered by the Form 10-K referred to in (a) above.
(c) The information under the headings THE MERGER Description of
New CIFCO Capital Stock, THE MERGER The New CIFCO Rights Agreement, THE
MERGER Restrictions on Business Transactions With Interested Parties and
COMPARISON OF STOCKHOLDER RIGHTS Transition Provisions in New CIFCO
Certificate and Bylaws in the Registrant s Registration Statement on Form S-
4 as declared effective by the Securities and Exchange Commission on May 9,
1995 (File No. 33-90342).
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and to be a part thereof from the date of the filing
of such documents. Any statement contained in the documents incorporated, or
deemed to be incorporated, by reference herein or therein shall be deemed to
be modified or superseded for purposes of this Registration Statement and the
Prospectus which is a part hereof to the extent that a statement contained
herein or therein or in any other subsequently filed document which also is,
or is deemed to be, incorporated by reference herein or therein, modifies or
supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement and the Prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the DGCL ),
Article XII of the Company s Amended and Restated Certificate of
Incorporation (the Certificate ) and Article 6 of the Company s Bylaws
provide for indemnification of the Company s directors and officers in a
variety of circumstances, which may include liabilities under the Securities
Act. The general effect of the provisions in the Certificate and Bylaws and
under the DGCL is to provide that the Company shall indemnify its directors
and officers against all liabilities and expenses reasonably incurred in
connection with the defense or settlement of any judicial or administrative
proceedings in which they become involved by reason of their status as
corporate directors or officers, if, with respect to the actions in question,
they acted in good faith and in the reasonable belief that their conduct was
neither unlawful (in the case of criminal proceedings) nor inconsistent with
the best interests of the Company. With respect to legal proceedings by or in
the right of the Company in which a director or officer is held liable for
improper performance of his duty to the Company, indemnification is limited
by such provisions to that amount which is
Page 2
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
<PAGE> permitted by the court. In addition, the Company has arranged for
insurance as permitted by Delaware law on behalf of its directors, officers,
employees and agents which, in addition to other types of claims, may cover
liabilities under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
See the Exhibit Index following the signature page in this
Registration Statement, which Exhibit Index is incorporated herein by
reference.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to the Registration Statement
to include: (i) any prospectus required by Section 10(a)(3) of the
Securities Act; (ii) in the Prospectus any facts or events arising
after the effective date of the Registration Statement which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement; and (iii)
any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement,
provided however, that provisions (i) and (ii) of this undertaking
are inapplicable if the information to be filed thereunder is
contained in periodic reports filed by the Company pursuant to
Sections 13 or 15(d) of the Exchange Act and incorporated by
reference into the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described previously, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
<PAGE>
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Champaign, State of Illinois, on
May 20, 1997.
CENTRAL ILLINOIS FINANCIAL CO., INC.
By: /S/ GREGORY B. LYKINS
Gregory B. Lykins, Chairman of
the Board and Chief Executive
Officer
By: /S/ DAVID B. WHITE
David B. White, Executive Vice
President, Principal Financial
and Accounting Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature
appears below constitutes and appoints Gregory B. Lykins his true and lawful
attorney-in-fact and agent, with full power of substitution and re-
substitution, for the undersigned and in the undersigned's name, place and
stead, in any and all capacities to sign any or all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-
fact and agent full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent or the undersigned's substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by each of the following persons in
the capacities indicated on May 20, 1997.
SIGNATURE TITLE
/S/ GREGORY B. LYKINS Chairman of the Board, Chief
Gregory B. Lykins Executive Officer, Director
(Principal Executive Officer)
/S/ VAN A. DUKEMAN President, Chief Operating Officer,
Van A. Dukeman and Director
/S/ DAVID J. DOWNEY Director
David J. Downey
/S/ AUGUST C. MEYER, JR. Director
August C. Meyer, Jr.
/S/ GEORGE T. SHAPLAND Director
George T. Shapland
/S/ ROBERT J. COCHRAN Director
Robert J. Cochran
/S/ DEANE R. STEWART Director
Deane R. Stewart
/S/ ROY V. VAN BUSKIRK Director
Roy V. Van Buskirk
/S/ GENE A. SALMON Director
Gene A. Salmon
/S/ JAMES A. SULLIVAN Director
James A. Sullivan
/S/ DAVID B. WHITE Executive Vice President, Chief
David B. White Financial and Accounting Officer
<PAGE>
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
CENTRAL ILLINOIS FINANCIAL CO., INC.
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
EXHIBIT FILED
NUMBER DESCRIPTION HEREWITH
4.1 Amended and Restated Certificate of Incorporation of
Central Illinois Financial Co., Inc. (incorporated
herein by reference to Exhibit 3.2 to Registrant s
Registration Statement on Form S-4 (SEC File No. 33-90342)
as declared effective on May 9, 1995)
4.2 Bylaws of Central Illinois Financial Co., Inc.
(incorporated herein by reference to Exhibit 3.4
to Registrant s Registration Statement on Form S-4
(SEC File No. 33-90342) as declared effective on
May 9, 1995)
4.3 Rights Agreement, dated as of April 28, 1995, between
New Central Illinois Financial Co., Inc. and BankIllinois
(incorporated herein by reference to Exhibit 4.4 to
Registrant s Registration Statement on Form S-4 (SEC File
No. 33-90342) as declared effective on May 9, 1995)
5.1 Opinion of Barack Ferrazzano Kirschbaum Perlman & Nagelberg x
23.1 Consent of McGladrey & Pullen LLP x
23.2 Consent of KPMG Peat Marwick LLP x
23.3 Consent of Geo. S. Olive & Co. LLC x
24.1 Power of Attorney (set forth on signature page to
this Registration Statement)
99.1 Central Illinois Financial Co., Inc. x
1996 Stock Incentive Plan
Exhibit 5.1
BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG
333 WEST WACKER DRIVE, SUITE 2700
CHICAGO, ILLINOIS 60606
Telephone (312) 984-3100 Facsimile (312) 984-3193
May 22, 1997
Central Illinois Financial Co., Inc.
100 West University
Champaign, Illinois 61820-3511
Ladies and Gentleman:
We have acted as special counsel to Central Illinois Financial Co.,
Inc., a Delaware corporation (the "Company"), in connection with the proposed
offering of 235,000 shares of its common stock, $.01 par value ("Common
Shares"), pursuant to the Central Illinois Financial Co., Inc. 1996 Stock
Incentive Plan (the "Offering") as described in the Form S-8 Registration
Statement to be filed with the Securities and Exchange Commission (the "SEC")
on or about May 23, 1997 (the "Registration Statement"). Capitalized terms
used, but not defined, herein shall have the meanings given such terms in the
Registration Statement. You have requested our opinion concerning certain
matters in connection with the Offering.
We have made such legal and factual investigation as we deemed
necessary for purposes of this opinion. In our investigation, we have
assumed the genuineness of all signatures, the proper execution of all
documents submitted to us as originals, the conformity to the original
documents of all documents submitted to us as copies and the authenticity of
the originals of such copies.
In arriving at the opinions expressed below, we have reviewed and
examined the following documents:
a. the Amended and Restated Certificate of Incorporation of the
Company filed with the Secretary of State of the State of Delaware on
December 9, 1994, as amended, and the Company's Bylaws;
b. the Registration Statement, including the prospectus
constituting a part thereof (the "Prospectus");
c. Resolutions of the board of directors of the Company (the
"Board") relating to the Offering; and
d. a form of share certificate representing the Common Shares
approved by the Board.
We call your attention to the fact that our firm only requires
lawyers to be qualified to practice law in the State of Illinois and, in
rendering the foregoing opinions, we express no opinion with respect to any
laws relevant to this opinion other than the Securities Act of 1933, as
amended, and the rules and regulations thereunder, the laws and regulations
of the State of Illinois, the General Corporation Law of the State of
Delaware and United States federal law.
Based upon the foregoing, but assuming no responsibility for the
accuracy or the completeness of the data supplied by the Company and subject
to the qualifications, assumptions and limitations set forth herein, it is
our opinion that:
1. The Company has been duly organized and is validly existing in good
standing under the laws of the State of Delaware and has due corporate
authority to carry on its business as it is presently conducted.
2. The Company is authorized to issue up to 6,500,000 Common Shares, of
which 4,958,891 Common Shares were issued and are presently outstanding prior
to the Offering.
3. When the Registration Statement shall have been declared effective by
order of the SEC and the Common Shares to be sold thereunder shall have been
issued and sold upon the terms and conditions set forth in the Registration
Statement, then such Common Shares will be legally issued, fully paid and
non-assessable.
We express no opinion with respect to any specific legal issues other than
those explicitly addressed herein. We assume no obligation to advise you of
any change in the foregoing subsequent to the date of this letter (even
though the change may affect the legal conclusions stated in this letter).
We hereby consent (i) to be named in the Registration Statement, and in
the Prospectus, as attorneys who will pass upon the legality of the Common
Shares to be sold thereunder and (ii) to the filing of this opinion as an
Exhibit to the Registration Statement.
Sincerely,
BARACK FERRAZZANO KIRSCHBAUM
PERLMAN & NAGELBERG
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference of our report, dated February 7,
1997, into the Registration Statement on Form S-8 of the Central Illinois
Financial Co., Inc. 1996 Stock Incentive Plan, with respect to the financial
statements of Central Illinois Financial Co., Inc. appearing in the Annual
Report on Form 10-K for the year ended December 31, 1996.
McGLADREY & PULLEN, LLP
Champaign, Illinois
May 22, 1997
Exhibit 23.2
INDEPENDENT AUDITOR'S CONSENT
The Board of Directors
Central Illinois Financial Co., Inc.:
We consent to incorporation by reference in the registration statement on
Form S-8 of Central Illinois Financial Co., Inc. (CIFCO) of our report dated
March 1, 1996, relating to the consolidated balance sheet of Central
Illinois Financial Co., Inc. and subsidiaries as of December 31, 1995, and
the related consolidated statements of income, changes in stockholders'
equity, and cash flows for the year ended December 31, 1995 and the
combination of the consolidated statements of income, changes in
stockholders' equity, and cash flows for the year ended December 31, 1994,
after restatement for the 1995 pooling of interests, which report appears in
the December 31, 1996 annual report on Form 10-K of CIFCO.
KPMG Peat Marwick, LLP
St. Louis, Missouri
March 24, 1997
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the use of our report dated February 2, 1995, on the
consolidated statements of income, changes in stockholders' equity, and cash
flows of Central Illinois Financial Corporation and subsidiary for the year
ended December 31, 1994, which statements are included in the restated
financial statements of Central Illinois Financial Co., Inc. filed with the
U.S. Securities and Exchange Commission on the Form 10-K and incorporated by
reference into Central Illinois Financial Co., Inc.'s Registration Statement
on Form S-8.
Geo. S. Olive & Co. LLC
Decatur, Illinois
May 22, 1997
