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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): APRIL 12, 1995
FIRSTMERIT CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 0-10161 34-1339938
(State or other jurisdiction of (Commission (IRS employer identification
incorporation or organization) file number) number)
III CASCADE PLAZA, 7TH FLOOR AKRON, OHIO 44308 (216) 384-8000
(Address of Principal Executive Offices) (Zip Code) (Telephone Number)
Copy to:
KEVIN C. O'NEIL, ESQ.
BROUSE & MCDOWELL
500 First National Tower
Akron, Ohio 44308-1471
(216) 434-5207
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ITEM 5. OTHER EVENTS.
On April 12, 1995, at the Annual Meeting of Shareholders, the
shareholders of FirstMerit Corporation ("FMER"), by the affirmative vote
necessary therefore, approved the Board of Directors' proposals regarding the
amendment of Article Sixth of FMER's Amended and Restated Articles of
Incorporation ("Articles") regarding the indemnification or directors, officers
and other persons, and also approved the form and use of indemnification
agreements for the FMER directors.
On April 27, 1995, FMER, and its wholly owned subsidiary First National
Bank of Ohio ("FNBO"), entered into a Distribution Agreement with Salomon
Brothers Inc, McDonald & Company Securities, Inc. and A.G. Edwards & Sons, Inc.
(collectively the "Agents"), in connection with FNBO's medium and short-term
bank note program which notes may be offered by FNBO from time to time. The
note program has an initial offering price of up to $1,000,000,000. FNBO
intends to use the net proceeds from the sale of the notes for general
corporate purposes, including loans to other banking subsidiaries of FMER. The
notes can only be sold to institutional investors that are "accredited
investors" within the meaning of Rule 501(a) of the Securities Act of 1933, as
amended.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(C) EXHIBITS.
3(i) Amended and Restated Articles of Incorporation of FirstMerit Corporation
10(i) Form of Director and Officer Indemnification Agreement and Form of Undertaking
10(ii) Distribution Agreement, by and among FirstMerit Corporation, First National Bank of Ohio and the Agents, dated April
27, 1995
10(iii) Form of First National Bank of Ohio Global Bank Note (Fixed Rate)
10(iv) Form of First National Bank of Ohio Global Bank Note (Floating Rate)
SIGNATURE
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.
FIRSTMERIT CORPORATION
Dated: April 27, 1995 By: /s/ Terry E. Patton
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Terry E. Patton
Secretary
[1074101]
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FIRSTMERIT CORPORATION
CURRENT REPORT ON FORM 8-K
INDEX OF EXHIBITS
EXHIBIT
3(i) Amended and Restated Articles of Incorporation of FirstMerit Corporation
10(i) Form of Director and Officer Indemnification Agreement and Form of Undertaking
10(ii) Distribution Agreement, by and among FirstMerit Corporation, First National Bank of Ohio and the Agents, dated April
27, 1995
10(iii) Form of First National Bank of Ohio Global Bank Note (Fixed Rate)
10(iv) Form of First National Bank of Ohio Global Bank Note (Floating Rate)