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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) August 10, 1998
SIGNAL CORP
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(Exact name of Registrant as specified in its charter)
Ohio 0-17894 34-1622711
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(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification No.)
incorporation)
135 East Liberty Street, Wooster, Ohio 44691
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (330) 264-8001
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N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
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On August 10, 1998, Signal Corp ("Signal"), a Ohio corporation, and
FirstMerit Corporation ("FirstMerit"), an Ohio corporation, entered into an
Agreement of Affiliation and Plan of Merger (the "Agreement"), pursuant to which
Signal will merge with and into FirstMerit, with FirstMerit as the surviving
corporation ("Merger"). Under the terms of the Agreement, upon consummation of
the Merger each share of Signal 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 1.32 shares of FirstMerit common stock (the
"Common Exchange Ratio"). In addition, each share of the Signal 6 1/2%
Cumulative Convertible Preferred Stock, Series B ("Signal Preferred Stock"),
issued and outstanding immediately prior to the Effective Time shall be
converted into the right to receive one share of FirstMerit 6 1/2% Cumulative
Convertible Preferred Stock, Series B ("FirstMerit Preferred Stock"). The
FirstMerit Preferred Stock is to contain terms substantially identical to that
of the Signal Preferred Stock and be convertible into a number of shares of
FirstMerit common stock equal to the product of the Common Exchange Ratio and
the number of shares of Signal common stock into which the Signal Preferred
Stock was convertible immediately prior to the Effective Time. On August 11,
1998, Signal and FirstMerit issued a joint press release announcing the
execution of the Agreement, a copy of which is included as Exhibit 99 hereto and
incorporated by reference herein.
The Merger, which is intended to be accounted for as a pooling of
interests, is expected to close in the first quarter of 1999. Consummation of
the Merger is subject to certain customary conditions, including, among others,
the adoption of the Agreement by the Signal and FirstMerit shareholders and
receipt of regulatory approvals. Certain of the shareholders of Signal have
agreed to vote for adoption of the Agreement.
The preceding description of the Agreement is qualified in its entirety
by reference to the copy of the Agreement included as Exhibit 2.1 hereto, and
which is incorporated by reference herein.
Signal and FirstMerit also entered into a Stock Purchase Option dated as
of August 11, 1998 (the "Signal Stock Option"). Under the Signal Stock Option,
FirstMerit was granted an irrevocable option to purchase, under certain
circumstances, up to 19.9 percent of Signal's capital stock (including the
Signal common stock and Signal Preferred Stock) in shares of Signal common stock
at a price of $28.00 per share. The number of shares and the purchase price are
subject to adjustment as described in the Signal Stock Option. Under certain
circumstances, Signal may be required to repurchase the Signal Stock Option or
the shares acquired pursuant to the exercise thereof. The Signal Stock Option
was granted by Signal as an inducement to FirstMerit to enter into the
Agreement.
The preceding description of the Signal Stock Option is qualified in its
entirety by reference to the copy of the Signal Stock Option included as Exhibit
2.2 hereto, and which is incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits.
The Exhibits listed on the accompanying Exhibit Index are filed as part
of this Report and are incorporated herein by reference.
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SIGNATURES
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.
SIGNAL CORP
Date: August 14, 1998 By: /s/ Jon W. Park
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Jon W. Park
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
2.1 Agreement of Affiliation and Plan of Merger, dated as of August 10,
1998, by and between FirstMerit Corporation and Signal Corp
2.2 Stock Purchase Option, dated as of August 11, 1998, by and between
FirstMerit Corporation and Signal Corp
99 Joint Press Release dated August 11, 1998 of Signal Corp and FirstMerit
Corporation