SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) March 1, 2001
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FIRST NATIONAL BANCORP, INC.
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(Exact Name of Registrant as Specified in Charter)
Illinois 0-20987 31-1182986
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(State or Other Commission File (IRS Employer
Jurisdiction of Number) Identification No.)
Incorporation)
78 North Chicago Street, Joliet, Illinois 60432
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (815) 726-4371
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5. OTHER EVENTS.
MERGER AND MERGER AGREEMENT
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On March 1, 2001, First National Bancorp, Inc., an Illinois
corporation (the "Company"), entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Bank of Montreal, a chartered
bank of Canada ("BMO"), and Bankmont Financial Corp., a Delaware
corporation and wholly-owned subsidiary of BMO ("BFC"), providing for
the merger of the Company with and into BFC (the "Merger"). In
connection with the Merger, each share of the Company's common stock,
par value $10.00 per share (the "Company Shares"), will be converted
at the time of the Merger, at the election of each Company shareholder
and subject to adjustment as provided below, into either:
(i) $72.50 in cash (the "Cash Election"); or
(ii) a number of shares of BMO common stock, no par value ("BMO
Shares"), equal to $72.50 divided by the BMO Share Price
(as defined below) (the "Stock Election"); or
(iii) $36.25 in cash and a number of BMO Shares equal to $36.25
divided by the BMO Share Price (the "Combination
Election").
The "BMO Share Price" means the average (weighted according to
reported daily trading volume on the New York Stock Exchange and
rounded to the nearest $.01) of the closing prices of the BMO Shares
on the ten trading days immediately prior to the fourth day preceding
the closing of the Merger.
Any Company shareholder that fails to make one of the above
elections in connection with the Merger or fails to properly complete
and timely return an election form (a "No Election") will receive
$72.50 in cash for each of his or her Company Shares in the Merger,
subject to adjustment as provided below.
The Merger is intended to constitute a tax-free reorganization
under the Internal Revenue Code of 1986, as amended. In order to
ensure that the Merger constitutes a tax-free reorganization, the
parties have agreed that at least 50% of the consideration to be
issued or paid in the Merger must consist of BMO Shares (the "Share
Minimum"). If the elections made by Company shareholders in
connection with the Merger would otherwise result in the aggregate
number of BMO Shares to be issued in the Merger constituting less than
the Share Minimum, the elections of certain Company shareholders will
be adjusted as follows until the Share Minimum is satisfied: (i)
first, Company shareholders who make No Election will, instead of
receiving cash in the Merger, receive BMO Shares in the Merger; (ii)
second, if necessary, Company shareholders who make a Combination
Election will receive more BMO Shares and less cash in the Merger than
they otherwise would receive by making a Combination Election, or, if
necessary, such shareholders will receive all BMO Shares and no cash
in the Merger; and (iii) third, if necessary, Company shareholders who
make a Cash Election will receive a combination of BMO Shares and cash
in connection with the Merger, or, if necessary, such shareholders
will receive all BMO Shares and no cash in the Merger.
Consummation of the Merger is subject to various conditions,
including (i) the approval of the Merger Agreement and the Merger by
the holders of two-thirds of the outstanding Company Shares, (ii) the
receipt of requisite regulatory approvals, and (iii) registration of
the BMO Shares to be issued in the Merger under the Securities Act of
1933, as amended.
SHARE OPTION AGREEMENT
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Concurrently with the execution of the Merger Agreement, the
Company and BMO entered into a Share Option Agreement, dated as of
March 1, 2001 (the "Share Option Agreement"), pursuant to which the
Company granted BMO an option to purchase, upon the terms and subject
to the conditions set forth in the Share Option Agreement, up to
604,553 of the Company Shares (approximately 19.9% of the Company
Shares) at a per share exercise price of $72.50, subject to adjustment
as provided in the Share Option Agreement.
VOTING AGREEMENT
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Concurrently with the execution of the Merger Agreement, each of
the members of the Company's board of directors entered into a Voting
Agreement with BMO, dated as of March 1, 2001 (the "Voting
Agreement"), pursuant to which the directors agreed to vote their
Common Shares in favor of the approval of the Merger and the Merger
Agreement. As of the date of the Voting Agreement, the directors
directly owned and were entitled to vote, in the aggregate,
approximately 8.9% of the outstanding Company Shares.
RIGHTS AMENDMENT
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Immediately prior to the execution of the Merger Agreement, the
Share Option Agreement and the Voting Agreement, the Company entered
into Amendment No. 1, dated March 1, 2001 (the "Rights Amendment"), to
the Rights Agreement, dated as of November 14, 1996, between the
Company and Harris Trust and Savings Bank, as rights agent, to make
the provisions of the Rights Agreement inapplicable to the
transactions contemplated by the Merger Agreement, the Share Option
Agreement and the Voting Agreement.
ADJOURNMENT OF ANNUAL SHAREHOLDERS' MEETING
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In light of the execution of the Merger Agreement and of the need
to hold a shareholders' meeting later this year to vote on the Merger,
the Company determined that it will adjourn its previously scheduled
March 8th annual meeting of shareholders without conducting any
business at the meeting. The Company does not need the presence of a
quorum in order to adjourn the meeting and, accordingly, there is no
reason for shareholders of the Company to attend the annual meeting of
shareholders on March 8th. Instead, the Company will hold a
shareholders' meeting to consider and vote on the proposed Merger and
any other necessary business at a later date. The Company will inform
its shareholders of the new date, time and place at which the
shareholders' meeting will be held in a notice which will be included
in the proxy statement/prospectus described below.
In connection with the Merger, BMO will be filing a registration
statement and other documents with the Securities and Exchange
Commission ("SEC"). The registration statement will contain the proxy
statement of the Company and the prospectus of BMO. Shareholders and
investors should read this combined proxy statement/prospectus and any
other relevant documents filed with the SEC when they become available
because they will contain important information concerning the
proposed Merger, among other things. The Company will mail the proxy
statement/prospectus and the other relevant documents free of charge
to shareholders of record of the Company on the new record date to be
set for the shareholders' meeting. Shareholders of the Company will
also be able to obtain the proxy statement/prospectus and other
relevant documents free of charge at the SEC's website, www.sec.gov,
or by requesting these documents from BMO at Bank of Montreal,
Corporate Secretary's Department, 21st floor, 1 First Canadian Place,
Toronto, Ontario, M5X 1A1, or from the Company at First National
Bancorp, 78 North Chicago Street, Joliet, Illinois 60432.
EXHIBITS
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The Company and BMO issued a joint press release on March 2,
2001, announcing the execution of the Merger Agreement, a copy of
which is filed as Exhibit 99.1 hereto.
The foregoing summary of the Merger Agreement, the Share Option
Agreement, the Voting Agreement, the Rights Amendment and the joint
press release is qualified in its entirety by reference to the text of
such documents, copies of which are filed or incorporated by reference
as exhibits hereto, and are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of March 1,
2001, between First National Bancorp, Inc., Bank of
Montreal and Bankmont Financial Corp.
4.1 Amendment No. 1, dated as of March 1, 2001, to the
Rights Agreement, dated as of November 14, 1996,
between First National Bancorp, Inc. and Harris Trust
and Savings Bank (incorporated by reference to Exhibit
4.1 to the Company's Form 8-A filed with the Securities
and Exchange Commission on March 5, 2001).
10.1 Stock Option Agreement, dated as of March 1, 2001, by
and between First National Bancorp, Inc. and Bank of
Montreal.
99.1 Press Release, dated March 2, 2001, jointly issued by
Bank of Montreal and First National Bancorp, Inc.
99.2 Voting Agreement, dated as of March 1, 2000, between
Bank of Montreal and certain shareholders of First
National Bancorp, Inc.
SIGNATURES
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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.
Dated: March 5, 2001 FIRST NATIONAL BANCORP, INC.
By: /s/ Albert G. D'Ottavio
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Name: Albert G. D'Ottavio
Title: President and Chief
Operating Officer
EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of March 1,
2001, between First National Bancorp, Inc., Bank of
Montreal and Bankmont Financial Corp.
4.1 Amendment No. 1, dated as of March 1, 2001, to the
Rights Agreement, dated as of November 14, 1996,
between First National Bancorp, Inc. and Harris Trust
and Savings Bank (incorporated by reference to Exhibit
4.1 to the Company's Form 8-A filed with the Securities
and Exchange Commission on March 5, 2001).
10.1 Stock Option Agreement, dated as of March 1, 2001, by
and between First National Bancorp, Inc. and Bank of
Montreal.
99.1 Press Release, dated March 2, 2001, jointly issued by
Bank of Montreal and First National Bancorp, Inc.
99.2 Voting Agreement, dated as of March 1, 2000, between
Bank of Montreal and certain shareholders of First
National Bancorp, Inc.