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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
FIRSTMERIT CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 0-10161 34-1339938
(State or other jurisdiction of (Commission (IRS employer
incorporation or organization) file number) identification 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
BROUSE & MCDOWELL
500 First National Tower
Akron, Ohio 44308-1471
(330) 434-5207 E-Mail: KONeil@Brouse.Com
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
MERGER AGREEMENT WITH SIGNAL CORP.
On August 10, 1998, Signal Corp ("Signal"), an Ohio corporation, and
FirstMerit Corporation ("FirstMerit"), an Ohio corporation, entered into an
Agreement of Affiliation and Plan of Merger ("Agreement"), pursuant to which
Signal 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 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, and all shares of Signal
preferred stock will convert into an equivalent class of FirstMerit preferred
stock. Based on the closing price of FirstMerit's common stock on August 10,
1998 of $28.19 per share, the value of the transaction on such date was
approximately $470 million. On August 10, 1998, Signal and FirstMerit issued a
joint press release announcing the Merger, a copy of which is included as
Exhibit 99(a) hereto and incorporated by reference herein.
The Merger, which would be accounted for as a pooling of interests, is
expected to close in the first quarter of 1999.
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 Signal
and FirstMerit shareholders and receipt of regulatory approvals. Certain of the
shareholders of Signal have agreed to vote for the proposed Merger.
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 common stock at $28 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, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
2(a) Agreement of Affiliation and Plan of Merger dated August 10,
1998 by and between FirstMerit Corporation and Signal Corp
2(b) Signal Corp Stock Purchase Option dated August 11, 1998
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99 Text of Press Release dated August 11, 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: August 18, 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
2(a) Agreement of Affiliation and Plan of Merger dated
August 10, 1998 by and between FirstMerit Corporation
and Signal Corp
2(b) Signal Corp Stock Purchase Option dated August 11,
1998
99 Text of Press Release dated August 11, 1998 issued by
FirstMerit Corporation