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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 5, 1998
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 (330) 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
(330) 434-5207 E-Mail: KONeil@Brouse.Com
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ITEM 5. OTHER EVENTS.
A. AMENDMENTS TO ARTICLES AND CODE OF REGULATIONS
On April 8, 1998, at the Annual Meeting of Shareholders, the
shareholders of FirstMerit Corporation ("FirstMerit"), by the affirmative vote
necessary therefore, approved the Board of Directors' proposals regarding:
(1) The amendment of Article Fourth of FirstMerit's Amended
and Restated Articles of Incorporation ("Articles") increasing
the authorized Common Stock of FirstMerit from 80,000,000 to
160,000,000 shares.
(2) The amendment of FirstMerit's Amended and Restated Code of
Regulations ("Code") to add Article XI making the Ohio Control
Share Act inapplicable to FirstMerit.
B. MERGER AGREEMENT WITH SECURITY FIRST CORPORATION
On April 5, 1998, Security First Corp. ("Security First"), a Delaware
corporation, and FirstMerit Corporation ("FirstMerit"), an Ohio corporation,
entered into an Agreement of Affiliation and Plan of Merger ("Agreement"),
pursuant to which Security First will merge with and into FirstMerit through a
tax-free, stock-for-stock exchange, with FirstMerit as the surviving corporation
("Merger"). Under the terms of the Agreement, upon consummation of the Merger
all shares of Security First common stock issued and outstanding immediately
prior to the Effective Time (as defined in the Agreement) of the Merger shall be
converted into the right to receive 0.8855 of a share of FirstMerit common
stock. Based on the closing price of FirstMerit's common stock on April 3, 1998
of $33.06 per share, the value of the transaction on such date was approximately
$256 million. On April 6, 1998, Security First and FirstMerit issued a joint
press release announcing the Merger, a copy of which is included as Exhibit 99
hereto and incorporated by reference herein.
The Merger, which would be accounted for as a pooling of interests, is
expected to close by the end of the third quarter of 1998. FirstMerit has also
suspended its stock repurchase programs.
The Agreement has been approved by the boards of directors of both
companies. Consummation of the Merger is subject to certain customary
conditions, including, among others, the adoption of the Agreement by the
Security First shareholders and receipt of regulatory approvals. Security First
has also granted FirstMerit an option to acquire up to 19.9 percent of Security
First common stock, as further described below.
The preceding description of the Agreement is qualified in its entirety
by reference to the copy of the Agreement included as Exhibit 99.1 hereto, and
which is incorporated by reference herein.
Security First and FirstMerit also entered into a Stock Purchase Option
dated as of April 5, 1998 (the "Security First Stock Option"). Under the
Security First Stock Option, FirstMerit was granted an irrevocable option to
purchase, under certain circumstances, up to 19.9 percent of Security First
common
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stock at $22.25 per share. The number of shares and the purchase price are
subject to adjustment as described in the Security First Stock Option. Under
certain circumstances, Security First may be required to repurchase the Security
First Stock Option or the shares acquired pursuant to the exercise thereof. The
Security First Stock Option was granted by Security First as a condition of and
inducement to FirstMerit entering into the Agreement.
The preceding description of the Security First Stock Option is
qualified in its entirety by reference to the copy of the Security First Stock
Option included as Exhibit 99.2 hereto, and which is incorporated by reference
herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
3(a) Amended and Restated Articles of Incorporation of FirstMerit
Corporation
3(b) Amended and Restated Code of Regulations of FirstMerit
Corporation
99.1 Agreement of Affiliation and Plan of Merger dated April 5,
1998 by and between FirstMerit Corporation and Security First
Corp.
99.2 Security First Corp. Stock Purchase Option dated April 5, 1998
99.3 Text of Press Release dated April 6, 1998 issued by FirstMerit
Corporation
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 8, 1998 By: /s/ Terry E. Patton
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Terry E. Patton, Secretary
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FIRSTMERIT CORPORATION
CURRENT REPORT ON FORM 8-K
INDEX OF EXHIBITS
EXHIBIT
3(a) Amended and Restated Articles of Incorporation of FirstMerit
Corporation
3(b) Amended and Restated Code of Regulations of FirstMerit
Corporation
99.1 Agreement of Affiliation and Plan of Merger dated April 5, 1998
by and between FirstMerit Corporation and Security First Corp.
99.2 Security First Corp. Stock Purchase Option dated April 5, 1998
99.3 Text of Press Release dated April 6, 1998 issued by FirstMerit
Corporation