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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): MAY 20, 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, AKRON, OHIO 44308-1103 (330) 996-6300
(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
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ITEMS 1-4.
Not Applicable.
ITEM 5. OTHER EVENTS.
On October 21, 1993, the Board of Directors of FirstMerit Corporation,
an Ohio corporation (the "Company"), declared a dividend of one right (a
"Right") for each share of common stock, no par value ("Common Shares"), of the
Company held of record at the close of business on November 1, 1993 (the "Record
Date"), or issued thereafter and prior to the Distribution Date (as defined in
the Rights Agreement). The Rights were issued pursuant to a Shareholder Rights
Agreement, dated as of October 21, 1993, between the Company and The First
National Bank of Ohio, as rights agent (the "Original Rights Agreement"). On
July 18, 1996, the Company amended and restated the Original Rights Agreement in
its entirety (the "Restated Rights Agreement"). On May 20, 1998, the Company
amended the Purchase Price (as defined in the Rights Agreement) to $120, made
certain administrative amendments, and also restated the plan. Except for the
amendments indicated above, no other changes were made to the plan.
The Restated Rights Agreement (which includes as Exhibit A the forms of
Rights Certificate and Election to Exercise) is attached hereto as an exhibit
and is incorporated herein by reference. The foregoing description of the Rights
is qualified in its entirety by reference to the Restated Rights Agreement and
such exhibit thereto.
ITEM 6.
Not Applicable.
ITEM 7. EXHIBITS.
EXHIBIT NO. DESCRIPTION
4 Amended and Restated Rights Agreement dated May 20,
1998, including Form of Rights Certificate and of
Election to Exercise (Exhibit A) and Certificate of
Designations of Series A Preferred Stock (Exhibit B).
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SIGNATURE
Pursuant to the requirements of Section 12 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: June 22, 1998 By: /s/ Terry E. Patton
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Terry E. Patton
Senior Vice President and Secretary
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FIRSTMERIT CORPORATION
CURRENT REPORT ON FORM 8-K
INDEX OF EXHIBITS
EXHIBIT DESCRIPTION
4 Amended and Restated Rights Agreement dated May 20, 1998,
including Form of Rights Certificate and of Election to
Exercise (Exhibit A) and Certificate of Designations of Series
A Preferred Stock (Exhibit B).
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