As filed with the Securities and Exchange Commission on January 31, 2002
Registration No. 333-____
________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
FIRST MID-ILLINOIS BANCSHARES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 37-1103704
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
____________________________
First Mid-Illinois Bancshares, Inc.
1515 Charleston Avenue
Mattoon, Illinois 61938
(217) 234-7454
(Address, Including Zip Code, and
Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
William S. Rowland
President and Chief Executive Officer
First Mid-Illinois Bancshares, Inc.
1515 Charleston Avenue
Mattoon, Illinois 61938
(217) 258-0415
(Name and Address, Including Zip Code, and
Telephone Number, Including Area Code, of Agent
for Service)
With a copy to:
GARY L. MOWDER
SCHIFF HARDIN & WAITE
6600 SEARS TOWER
CHICAGO, ILLINOIS 60606
(312) 258-5514
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [X]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. [ ] ________________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] _____________
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (2) PER SHARE (1) PRICE (1) FEE
------------------- -------------- ---------------- ------------------ ------------
Common Stock, par value
$4.00 per share . . . . . . . 150,000 $24.18 $3,627,000 $333.69
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(h) under the Securities Act of 1933.
(2) Pursuant to Rule 416 of the Securities Act, this Registration
Statement shall also cover any additional shares of Common Stock
which become issuable under the Plan being registered pursuant to
this Registration Statement by reason of any stock dividend,
stock split, recapitalization or any other similar transaction
effected without the receipt of consideration which results in an
increase in the number of the Registrant's outstanding shares of
Common Stock.
PROSPECTUS
FIRST MID-ILLINOIS BANCSHARES, INC.
1515 Charleston Avenue, Mattoon, Illinois 61938 (217) 234-7454
150,000 Shares
Common Stock, Par Value $4.00 Per Share
DIVIDEND REINVESTMENT PLAN
The Dividend Reinvestment Plan (the "Plan") described in this
Prospectus offers the holders of common stock, par value $4.00 per
share ("Common Stock") of First Mid-Illinois Bancshares, Inc. (the
"Company") a simple and convenient method of purchasing additional
shares of Common Stock without brokerage commissions or fees of any
kind. The Company will also bear all other costs of administering the
Plan. Stockholders of the Company who participate in the Plan
("Participants") will have the cash dividends paid on all of their
shares of Common Stock automatically reinvested in shares of Common
Stock.
This Prospectus relates to 150,000 shares of Common Stock of the
Company registered for sale under the Plan. Shares of Common Stock
acquired for the Plan will be purchased from the Company directly
(either newly issued or treasury shares) or in the open market. The
purchase price of shares purchased from the Company will be the market
price per share, as further described herein, on the date of the
purchase. The purchase price of shares purchased in the open market
will be the average price per share paid for all of the shares
purchased for the Plan with the proceeds of a single dividend.
Stockholders who do not elect to participate in the Plan will continue
to receive dividends, as declared and paid, by check or advice of
credit. Participants will have their dividends, as declared and paid,
automatically reinvested as further described in this Prospectus.
The Common Stock is listed for quotation on the OTC Bulletin
Board ("OTCBB") under the designation "First Mid Ill Bancshares Inc."
or the symbol "FMBH". An interested investor may request information
about the market makers from the Agent identified on page 6. THE
INVESTMENT CONSIDERATIONS ON DECIDING WHETHER TO PURCHASE THE COMMON
STOCK OFFERED UNDER THE PLAN PURSUANT TO THIS PROSPECTUS ARE DISCUSSED
IN THE "RISK FACTORS" SECTION OF THIS PROSPECTUS ON PAGE 3.
This Prospectus should be retained for future reference.
__________________
NEITHER THE SECURITIES AND EXCHANGE COMMISSION ("SEC") NOR ANY
STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SHARES
OF COMMON STOCK OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS OR SAVINGS
DEPOSITS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
__________________
This document constitutes part of a Section 10(a)
Prospectus covering securities that have been registered
under the Securities Act of 1933.
The date of this Prospectus is January 31, 2002.
No person has been authorized to give any information or to make
any representations other than those contained in this Prospectus and
in documents subsequently incorporated by reference and, if given or
made, such information or representations must not be relied upon as
having been authorized by the Company. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy
securities other than the securities to which this Prospectus related
or an offer to or solicitation of a person in any jurisdiction in
which such offer or solicitation would be unlawful. The delivery of
this Prospectus at any time does not imply that there has been no
change in the affairs of the Company or of the Plan or information
herein is correct as of any time subsequent to its date.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements
and other information with the SEC. You may read and copy any
document we file at the SEC's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549. You can also obtain copies of
this material at prescribed rates from the SEC's Public Reference Room
at 450 Fifth Street, N.W., Washington, D.C. 20549. The public can
obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. Our SEC filings are also available
to the public at the SEC's web site at HTTP://WWW.SEC.GOV. You can
also read SEC reports, information statements and other information
concerning the Company at our principal offices, 1515 Charleston
Avenue, Mattoon, Illinois 61938. Company Information is also
available on our web site at HTTP://WWW.FIRSTMID.COM.
The SEC allows us to "incorporate by reference" into this
prospectus the information we file with it, which means that we can
disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to
be part of this prospectus, and later information that we file with
the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future
filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 until our offering is completed:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 2000;
(2) The Company's Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30, and September 30, 2001;
(3) The Company's Current Reports on Form 8-K dated January
24, April 20, October 26 and November 16, 2001 and January 10, 2002;
and
(4) The description of the Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission
on April 10, 1985.
You may request a copy of these filings at no cost, by writing to
or telephoning us at the following address:
First Mid-Illinois Bancshares, Inc.
1515 Charleston Avenue
Mattoon, Illinois 61938
Tel: (217) 234-7454
Attn: Shareholder Relations
You should rely only on the information incorporated by reference
or provided in this prospectus. We have not authorized anyone else to
provide you with different information. We are not making an offer of
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these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus is accurate
as of any date other than the date on the front of the document.
THE COMPANY
The Company is a financial holding company engaged in the
business of banking through its wholly owned bank subsidiary. In
addition to engaging in banking activities, the Company engages in
certain non-banking activities. The Company's registered office is
located at 1515 Charleston Avenue, Mattoon, Illinois 61938; telephone
number: (217) 258-7454.
The authorized capital stock of the Company currently consists of
6,000,000 shares of Common Stock. Effective November 15, 1999, at the
election of the Company, all remaining shares of preferred stock, no
par value, were converted into shares of Common Stock. As of December
31, 2001, the Company had issued and outstanding 3,546,060 shares of
Common Stock, adjusted to reflect a three-for-two stock split paid on
November 16, 2001.
PROSPECTUS SUMMARY
The following summary of this Prospectus is provided for your
convenience and is not intended to be complete. This summary is
qualified in its entirety by the detailed information set forth
elsewhere in this Prospectus including the documents incorporated by
reference into this Prospectus.
Purpose of The Plan . . . . . . . The purpose of the Plan is to
provide participating
stockholders with a simple and
convenient method of investing
cash dividends paid by the
Company on its shares of
Common Stock into additional
shares of Common Stock without
incurring brokerage fees or
commissions.
Eligibility for Dividend
Reinvestment . . . . . . . . . . Any person or entity who is a
record holder of Common Stock
is eligible to participate in
the Plan with respect to
Common Stock, provided that
the stockholder completes and
signs the Stockholder
Authorization Card.
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Securities Offered Under the
Plan . . . . . . . . . . . . . . Shares of Common Stock are
offered under the Plan
pursuant to the terms and
conditions of the Plan, as
described in Question 11 of
this Prospectus.
Purchase Price . . . . . . . . . The market price of a share of
Common Stock on the dividend
payment date. See Question 9
for a definition of the term
"Market Price".
Purchase Date . . . . . . . . . . The Agent will use dividend
proceeds to purchase Common
Stock as soon as possible, but
not later than 30 days after
the dividend payment date,
except as necessary to comply
with federal securities laws.
Plan Administrator . . . . . . . Computershare Investor Services,
LLC, administers the Plan for
the Company, serves as Agent
for Participants, keeps records,
sends account statements to
Participants and performs
other duties for the Plan (the
"Agent"). See Question 4 for
additional information
regarding the Agent.
RISK FACTORS
You should consider carefully the following risk factors and the
other information in this Prospectus before deciding to invest in the
Common Stock.
RISK OF OPERATIONS
The Company is subject to the risks generally associated with the
operation of banking and financial services businesses, including
uncertainty of revenue to meet fixed obligations, changes in local
market conditions, changes in the habits of the public, increases in
tax rates and other operating expenses and changes in governmental
rules and fiscal policies, which may result in uninsured losses, and
other factors which may be beyond the control of the Company.
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AGRICULTURAL LOANS
The Company's operations (and therefore its loans) are
concentrated in east central Illinois, an area where agriculture is
the dominant industry. Accordingly, lending and other business
relationships with agriculture-based businesses are critical to the
Company's success. While the Company adheres to sound underwriting
practices, adverse economic conditions in east central Illinois and/or
in the agriculture industry, including an extended period of low
commodity prices, could result in an increase in the level of problem
agriculture loans.
REGULATION
The Company's businesses are subject to various state and federal
laws and regulations which govern the various aspects of its
businesses. An adverse change in these laws or regulations could have
a material adverse effect on the Company's profitability.
GOVERNMENTAL MONETARY POLICIES
In addition to the effect of general economic conditions, the
earnings of the Company are affected by the fiscal and monetary
policies of the Federal Reserve System which regulates the national
money supply. The techniques used by the Federal Reserve System
include setting the reserve requirements of banks and establishing the
discount rate on bank borrowings. The Federal Reserve System also
conducts open market operations in United States government
securities. The policies of the Federal Reserve System have a direct
effect on the amount of bank loans and deposits, and the interest
rates charged and paid thereon. While the impact of the current
economic climate and the policies of the Federal Reserve System and
other regulatory authorities upon the future business and earnings of
the Company cannot be accurately predicted, such factors can
materially affect the revenues and income of banking institutions.
COMPETITION
The Company faces intense and increasing competition both in
making loans and in attracting deposits and in engaging in other lines
of business. The Company's market area has a large number of
financial institutions, some of which have greater financial
resources, name recognition and market presence than the Company, and
all of which are competitors of the Company to varying degrees.
Particularly intense competition exists for deposits and the
origination of all of the loan products offered by the Company. The
Company's competition for loans comes principally from commercial
banks, savings and loan associations, savings banks, mortgage banking
companies, finance companies and credit unions. The Company's most
direct competition for deposits historically has come from commercial
banks, savings and loan associations, savings banks and credit unions.
In addition, the Company faces increasing competition for deposits
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from non-bank institutions such as brokerage firms, insurance
companies, insurance agencies, money market mutual funds, other mutual
funds (such as corporate and government securities funds) and
annuities. Trends toward the consolidation in the financial services
industry and the lifting of interstate banking and branching
restrictions may make it more difficult for the Company to compete
effectively with large national and super-regional financial services
companies and banking institutions.
EFFECT OF INTEREST RATES
The Company's profitability is substantially dependent on its net
interest income, which is the difference between the interest income
received from its interest-earning assets and the interest expense
incurred in connection with its interest bearing liabilities. The
mismatch between maturities and interest rate sensitivities of balance
sheet items (i.e., interest-earning assets and interest-bearing
liabilities) results in interest rate risk which risk will change as
the level of interest rates changes. Changes in interest rates also
can affect the amount of loans originated by a banking institution, as
well as the value of its loans and other interest-earning assets and
the resultant ability to realize gains on the sale of such assets.
Changes in interest rates also can result in the flow of funds away
from banking institutions into investments in U.S. government and
corporate securities, and other investment vehicles which, because of
the absence of federal insurance premiums and reserve requirements
among other reasons, generally can pay higher rates of return than
banking institutions.
RISKS OF MORTGAGE BANKING OPERATION
Mortgage-banking activities impact the Company's results of
operations. The Company's mortgage-banking operations involve the
origination, purchase and sale of mortgage loans for the purpose of
generating income from the sale of mortgage loans into the secondary
market. The profitability of the Company's mortgage-banking
operations depends in large part on managing volume of loan
originations, purchases and sales and the expenses associated with
such activity so that gains on the sale of loans together with fee
income exceeds the costs of this activity. Changes in the level of
interest rates and the condition of the local and national economies
affect the amount of loans originated or purchased by the Company and
demanded by the investors to whom the loans are sold. Generally, the
Company's loan origination, purchase and sale activity and, therefore,
its results of operations, may be adversely affected by an increasing
interest rate environment to the extent such environment results in
decreased loan demand by borrowers and/or investors. Accordingly, the
volume of loan originations, purchases, and sales and the
profitability of this activity can vary significantly from period to
period. In addition, the Company's results of operations are affected
by the amount of non-interest expenses associated with mortgage-
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banking activities, such as compensation and benefits, occupancy and
equipment expenses and other variable operating costs. During periods
of reduced loan demand, the Company's results of operations may be
adversely affected to the extent that it is unable to reduce fixed
expenses commensurate with the decline in loan originations.
TRADING ON OTC BULLETIN BOARD
The Common Stock is currently quoted on the OTC Bulletin Board
("OTCBB"). The OTCBB provides significantly less liquidity than
established stock exchanges or the NASDAQ National Market. OTCBB is a
regulated quotation service that displays real-time quotes, last-sale
prices, and volume information in over-the-counter (OTC) securities.
Purchasers of the Common Stock offered hereby may be unable to resell
such Common Stock at any price.
EFFECTS OF INFLATION
Unlike industrial companies, virtually all of the assets and
liabilities of the Company are monetary in nature. As a result,
interest rates have a more significant impact on the Company's
performance than the effects of general levels of inflation. Interest
rates do not necessarily move in the same direction or experience the
same magnitude of changes as goods and services, since such prices are
effected by inflation. In the current economic environment, liquidity
and interest rates adjustments are features of the Company's assets
and liabilities which are important to the maintenance of acceptable
performance levels. The Company attempts to maintain a balance
between monetary assets and monetary liabilities, over time, to offset
these potential effects.
SEPTEMBER 11, 2001 EVENTS
On September 11, 2001, the World Trade Center in New York was
destroyed and the Pentagon in the Washington, DC area was damaged as a
result of terrorist attacks. Following these attacks, stock prices
declined in general, and questions were raised concerning the impact
that the terrorist attacks and the United States' response would have
on the national economy. These uncertainties have contributed to the
slowdown in economic activity in the United States. To date, the
terrorist attacks have not had an adverse effect on the financial
position or operations of the Company. Continuing weakness in the
national economy could, however, have an adverse impact on our local
economy. In addition, the Company must comply with recent anti-
terrorism and anti-money laundering legislation.
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IF YOU HAVE QUESTIONS CONCERNING THE PLAN
Please address all correspondence concerning the Plan to the
Agent:
Computershare Investor Services, LLC
P.O. Box A3309
Chicago, Illinois 60690-3309
(312) 360-5377
http://www.computershare.com
Please mention First Mid-Illinois Bancshares, Inc. in all your
correspondence and, if you are a participant in the Plan, give the
number of your account.
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THE DIVIDEND REINVESTMENT PLAN
The following question and answer format constitutes the Plan.
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide participating
stockholders with a simple and convenient method to invest
cash dividends paid on shares of Common Stock in additional
shares of Common Stock. Generally, cash dividends will be
invested in authorized but unissued shares or treasury
shares of Common Stock that are sold. The Company will sell
these shares of Common Stock to Participants through the
Agent. The Agent may also purchase shares of Common Stock
in the open market. If the Company sells authorized but
unissued shares or treasury shares of Common Stock through
the Agent for use in the Plan, the Company will use the
proceeds for general corporate purposes. The Company will
not receive any funds from the purchase of shares of Common
Stock in the open market for use in the Plan.
2. WHO IS ELIGIBLE TO PARTICIPATE?
All holders of record of the Company's Common Stock
("Stockholders") are eligible to participate in the Plan.
Stockholders whose shares are registered in names other than
their own (for instance, in the name of a broker or bank
nominee) must either become holders of record by arranging
for their shares to be transferred into their own names, or
must instruct their broker or nominee to act for them with
respect to becoming a Participant and for any elections to
be made under the Plan. If Stockholders have questions
regarding their eligibility to participate in the Plan, they
should contact the Agent at the address provided in Question
4.
3. WHAT ARE THE ADVANTAGES OF THE PLAN?
Participants in the Plan will gain the following advantages:
* the ability to purchase additional shares of Common
Stock automatically with no additional action required;
* reinvestment of dividends through the purchase of
shares of Common Stock without the payment of any
brokerage commissions;
* full investment use of funds because the Plan is able
to credit accounts with fractional shares; and
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* the avoidance of cumbersome safekeeping and record-
keeping costs due to the custodial and reporting
services which are provided as part of the Plan.
4. Who administers the Plan for Participants?
Computershare Investor Services, LLC, (i) administers the
Plan for the Company, (ii) serves as Agent for Participants,
(iii) keeps records, (iv) sends statements of account to
Participants and (v) performs other duties related to the
Plan. Shares of Common Stock purchased under the Plan will
be registered in the name of the Agent (or its nominee) and
credited to the accounts of individual Participants. All
communications to the Agent regarding the Plan should be
addressed to: Computershare Investor Services, LLC, P.O. Box
A3309, Chicago, Illinois 60690-3309, telephone number
(312) 360-5377, http://www.computershare.com.
5. HOW DOES A STOCKHOLDER PARTICIPATE?
A Stockholder may join the Plan at any time by completing
and signing the Stockholder Authorization Card and returning
it to the Company at the address provided on the Card.
Stockholder Authorization Cards and pre-addressed, postage-
paid return envelopes may be obtained by writing to the
Agent.
6. WHAT ARE THE FEATURES OF THE PLAN?
The Plan has two features. Participants may elect the full
dividend reinvestment feature, and may also elect to utilize
the "safekeeping" feature. The "safekeeping" feature allows
Participants to request that the Agent hold for safekeeping
any certificated shares of Common Stock currently held or
subsequently acquired by the Participant (see Question 16).
Once the Company receives the properly completed and signed
Stockholder Authorization Form, the Agent will automatically
reinvest the dividends paid on all of the Participant's
shares of Common Stock, held by the Participant in
certificate form or held by the Agent for safekeeping, until
the Participant terminates his or her participation in the
Plan. See Question 21 for information regarding terminating
participation.
7. WHEN MAY A STOCKHOLDER JOIN THE PLAN?
A Stockholder may join the Plan at any time. If the Company
receives the Stockholder Authorization Card on or before the
record date established for a particular dividend, dividends
will be reinvested beginning with that dividend. The Company
generally pays dividends semi-annually. Dividend record
dates typically fall on June 10th and December 20th. If the
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Company receives the Stockholder Authorization Card after
the record date established for a particular dividend, then
dividends will not be reinvested until the next dividend
payment date. For example, in the case of a June dividend,
if the Company receives a Stockholder Authorization Card
from a Stockholder before the June 10th dividend record
date, the dividend will be fully reinvested. However, if the
Company receives a Stockholder Authorization Card after the
dividend record date, reinvestment of dividends will begin
with the dividend paid to holders of record as of the
December record date, and the Stockholder s June dividend
check will be sent directly to the Participant.
8. HOW DOES THE REINVESTMENT OF DIVIDENDS WORK?
The Plan works automatically. The Company forwards dividend
payments to the Agent rather than to the Participants. The
Agent subtracts any required withholding for federal income
tax purposes (see Question 20 below) from these dividend
payments and reinvests the remaining amount in additional
shares of Common Stock.
9. HOW WILL THE PURCHASE PRICE OF THE SHARES OF COMMON STOCK TO
BE PURCHASED UNDER THE PLAN BE DETERMINED?
The Agent will generally purchase shares of Common Stock
directly from the Company, in which case the purchase price
of these shares will be the market price of the Common Stock
on the dividend payment date. The Company's board of
directors will determine the market price of the Common
Stock in good faith. THE PRICE ESTABLISHED BY THE COMPANY'S
BOARD OF DIRECTORS MAY NOT ALWAYS BE THE SAME PRICE
ESTABLISHED BY A WILLING BUYER AND A WILLING SELLER.
PURCHASERS OF COMMON STOCK UNDER THE PLAN MAY NOT BE ABLE TO
SELL THEIR SHARES AT THE PRICE THEY PAID FOR SUCH SHARES.
The Agent may also purchase shares in the open market. If
there is an open market for the Common Stock, the Agent will
purchase the shares at the prevailing market price on the
date of purchase. If shares are purchased in the open
market, it is unlikely that the Agent will be able to
purchase all of the shares to be purchased for Participants
for a single cash dividend at the same price. The market
price for the acquired shares for each Participant's account
will be the average price that the Agent pays to purchase
all of the shares, with the proceeds of a single cash
dividend of the Company. The Agent may commingle a
Participant's funds with those of other Participants when
making purchases of shares for each Participant's account.
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10. WHEN WILL THE SHARES OF COMMON STOCK BE PURCHASED UNDER THE
PLAN?
The Agent will use dividend proceeds to purchase Common
Stock as soon as possible, but in no event later than 30
days after the dividend payment date. However, the Agent
may purchase Common Stock with dividend proceeds more than
30 days after the payment date if necessary for the Company
or the Plan to comply with federal securities laws.
11. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR
PARTICIPANTS?
The number of shares to be purchased depends upon the amount
of shares participating in the Plan, the amount of dividends
paid on those shares (reduced by any required withholding for
federal income tax purposes (see Question 20)), and the pur-
chase price of the Common Stock. The Plan will credit each
Participant's account with the number of shares, including
fractions computed to four decimal places, equal to the
total amount to be invested divided by the purchase price
per share.
12. WILL PARTICIPANTS INCUR ANY EXPENSES IN CONNECTION WITH
PURCHASES UNDER THE PLAN?
Participants will not pay any brokerage commissions or other
charges for the purchase or sale of shares under the Plan.
There are also no charges for other normal transactions
under the Plan, such as the issuance of share certificates
or the termination of participation in the Plan. The Agent
may, however, charge for additional services requested by a
Participant that are not generally provided under the Plan.
13. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS?
Following each purchase of shares for a Participant's
account, the Agent will mail to the Participant a statement
of account showing the amount invested, the purchase price,
the number of shares purchased, the service charges (which
will generally be zero) and other similar information for
the year-to-date. These statements will be a complete record
of each Participant's purchases. Participants should retain
these statements for income tax and other purposes. Each
Participant will also receive copies of all communications
sent to record holders of Common Stock, including the
Company's Annual Report to Stockholders, a notice of the
annual meeting, proxy statements and Internal Revenue
Service ("IRS") information for reporting dividend income
received.
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14. WILL THE PLAN AUTOMATICALLY REINVEST DIVIDENDS PAID ON THE
SHARES OF COMMON STOCK HELD IN PARTICIPANTS' ACCOUNTS UNDER
THE PLAN?
The Agent is the record holder of any shares of Common Stock
held in Participants' accounts under the Plan. As record
holder, the Agent will receive dividends paid on all such
shares held by the Plan on the dividend record date, will
credit such dividends to individual Participants' accounts
on the basis of full and fractional shares held under the
Plan and will automatically reinvest these dividends,
reduced by any required withholding for federal income tax
purposes (see Question 20), in additional shares of Common
Stock.
15. WILL THE COMPANY ISSUE CERTIFICATES FOR SHARES OF COMMON
STOCK PURCHASED UNDER THE PLAN?
The Company will register shares purchased by the Agent for
a Participant's account in the name of the Agent or its
nominee. The Agent will hold these shares for safekeeping.
This safekeeping feature protects Participants against loss,
theft or destruction of stock certificates. Each
Participant's statement of account will show the number of
shares credited to the Participant's account. The Company
will issue stock certificates for shares credited to a
Participant's account within 30 days after receipt by the
Agent of a Participant's written request for certificates.
The Company will not issue certificates representing
fractional shares under any circumstances.
16. HOW DOES THE "SAFEKEEPING" SERVICE WORK?
In addition to retaining the shares purchased under the
Plan, the Agent provides a "safekeeping" service under which
any certificated shares of Common Stock sent by a
Participant to the Agent for safekeeping are held for the
Participant in a custodial account until the Participant
requests the certificates. This safekeeping service is
available for certificated shares of Common Stock which a
Stockholder currently owns and for any certificated shares
of Common Stock a Stockholder subsequently acquires.
Stockholders must be Participants to use this service.
If a Stockholder would like the Agent to hold shares of
Common Stock which he or she currently holds or subsequently
acquires, the Stockholder should send the certificates to
the Agent at the address provided in Question 4. The Agent
does not charge a fee for issuing certificates for shares
held for safekeeping. Stockholders may at any time request
that certificates be issued for all or a portion of their
shares held for safekeeping by contacting the Agent in
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writing. Certificates will not be issued for fractional
shares.
17. MAY A PARTICIPANT RECEIVE CERTIFICATED SHARES PURCHASED
UNDER THE PLAN?
A Participant may at any time withdraw all or a portion of
the whole shares credited to his or her account under the
Plan and receive certificates representing these shares by
notifying the Agent in writing that he or she wishes to
receive certificates and specifying the number of whole
shares to be received. The Participant should mail this
notice to the Agent at the address provided in Question 4.
The Company will issue certificates in the name of the
Participant for whole shares of Common Stock. The Company
will not issue certificates representing fractional shares.
The Agent will continue to invest all future dividends paid
on withdrawn shares and on shares remaining in the
Participant's account until five days after the Agent
receives written notice of the Participant's termination of
participation in the Plan (see Question 21).
18. WHAT HAPPENS TO ANY FRACTIONAL SHARE WHEN A PARTICIPANT
REQUESTS CERTIFICATED SHARES FROM THE PLAN?
If a Participant requests a complete withdrawal of the
shares in his account, the Company will mail directly to the
Participant certificates for the whole shares and a cash
payment equal to the current market price of the Common
Stock, as determined by the Agent, multiplied by the
fractional share.
19. WHAT HAPPENS TO A PARTICIPANT'S PLAN ACCOUNT IF ALL
CERTIFICATED SHARES OF COMMON STOCK REGISTERED IN THE
PARTICIPANT'S OWN NAME ARE TRANSFERRED OR SOLD?
If a Participant disposes of all shares of Common Stock
registered in his or her name, dividends on all shares of
Common Stock held by the Agent in the Participant's account,
including dividends paid on any shares held by the Agent for
safekeeping, will continue to be reinvested until the Agent
is notified that the Participant wishes to terminate his or
her participation in the Plan.
20. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF
PARTICIPATION IN THE PLAN?
In general, Participants are fully taxed on dividends paid
by the Company regardless of whether the Participant
receives the dividends or reinvests the dividends in the
Plan. If the Agent acquires shares of Common Stock in the
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open market, Participants will also be required to include
in income for federal income tax purposes an allocable share
of any brokerage commissions incurred to purchase these
shares. PARTICIPANTS SHOULD CONSULT THEIR OWN TAX ADVISOR
REGARDING THE TAX CONSEQUENCES OF PARTICIPATING IN THE PLAN.
THE INFORMATION PROVIDED IN THIS SECTION AND ELSEWHERE IN
THIS DOCUMENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY
AND SHOULD NOT BE CONSTRUED AS THE PROVISION OF TAX ADVICE
BY THE COMPANY.
Based on IRS rulings in connection with similar plans, a
Participant will be treated for federal income tax purposes
as receiving a dividend on the dividend payment date equal
to the fair market value on the dividend payment date of the
shares purchased with reinvested dividends. Corporate
shareholders will be eligible for any dividends received
deduction available under the Internal Revenue Code of 1986,
as amended (the "Code") for the amount of any dividends
reinvested under the Plan.
If the Participant is not subject to the "backup"
withholding of federal income tax, the Plan will use the
full amount of dividends received to purchase shares under
the Plan. However, if the Participant is subject to
"backup" withholding, the Plan will only reinvest the net
amount equal to the full amount of dividends reduced by the
amount of federal income tax withheld. Generally, a
Participant is subject to "backup" withholding if: (i) the
Participant fails to certify to the Company his or her
social security number and that he or she is not subject to
"backup" withholding; (ii) the IRS notifies the Company that
an incorrect number was furnished; or (iii) the Participant
is notified that he or she is subject to "backup"
withholding under Section 3406(a)(l)(C) of the Code. Each
Participant will be required to furnish a Form W-9 to the
Company that contains the required certifications to have
dividends on shares enrolled in the Plan reinvested without
withholding.
In the case of foreign stockholders, taxable income under
the Plan is subject to federal income tax withholding, and
the Agent will make reinvestments net of the amount of tax
required to be withheld. Regular statements of account
confirming purchases made for foreign Participants will
indicate the amounts of tax withheld.
The tax basis of any shares acquired through the Plan will
be the fair market value of the shares on the purchase date
plus any commissions or fees paid in connection with the
acquisition of the shares. The holding period for shares
acquired under the Plan will begin on the day after the
purchase date.
-15-
A Participant will not realize any taxable income upon
receipt of certificates for whole shares credited to the
Participant's account under the Plan, either upon request
for such shares or upon withdrawal from the Plan. However,
upon withdrawal from the Plan, a Participant who receives a
cash payment for a fractional share held in the
Participant's account will, if the shares are held as a
capital asset, realize a capital gain or loss, measured by
the difference between the amount of cash received by the
Participant and the Participant's basis in the fractional
share (which will generally be equal to the price at which
such fraction was credited to the Participant's account).
PARTICIPANTS SHOULD CONSULT THEIR OWN TAX ADVISOR FOR
FURTHER INFORMATION AS TO THE TAX CONSEQUENCES OF
PARTICIPATION IN THE PLAN AND THE SALE OF SHARES RECEIVED
UNDER THE PLAN. THE GENERAL INFORMATION PROVIDED ABOVE IS
SOLELY FOR INFORMATIONAL PURPOSES.
21. HOW DOES A PARTICIPANT TERMINATE PARTICIPATION IN THE PLAN?
A Participant may terminate his or her participation in the
Plan at any time with respect to all shares of Common Stock
held by the Participant and all of the shares of Common
Stock held by the Agent in the Participant's account by
notifying the Agent in writing of his or her request to
terminate participation. Notice of termination should be
sent to the Agent at the address provided in Question 4. To
prevent the reinvestment of dividends in accordance with the
Plan, notice of termination must be received five days prior
to the dividend record date for the next dividend to be
paid.
22. WHAT HAPPENS IF THE COMPANY HAS A RIGHTS OFFERING, ISSUES A
STOCK DIVIDEND OR DECLARES A STOCK SPLIT?
If the Company makes available to its Stockholders the right
to purchase additional shares or other securities, the Agent
will sell or direct the sale of the rights accruing to
shares held in each Participant's account, and, after
deducting any required withholding for federal tax purposes,
will apply the net proceeds of such sales to the purchase of
additional shares of Common Stock until the Participant
terminates his or her participation in the Plan.
Any stock dividend or shares resulting from stock splits
with respect to shares held in a Participant's account will
be credited to the Participant's account, and all dividends
paid on these shares will be reinvested until the
Participant terminates his or her participation in the Plan
(see Question 21).
-16-
23. HOW WILL A PARTICIPANT'S PLAN SHARES BE VOTED AT EACH
MEETING OF STOCKHOLDERS?
Each Participant will be sent proxy cards representing both
the shares registered in his or her own name and the shares
held in his or her Plan account. When signed and returned,
these proxies will be voted as directed. If the Participant
does not have shares registered in his or her own name, the
Participant will be sent a proxy card on which to indicate
how the shares held in his or her Plan account are to be
voted. If a proxy card is not returned, or if it is returned
unsigned by the Participant, none of the Participant's
shares to which the proxy pertains will be voted.
24. CAN PARTICIPANTS SELL SHARES THROUGH THE AGENT?
A Participant may sell any shares of Common Stock held in
the Plan or held by the Agent for safekeeping by notifying
the Agent in writing. Shares of Common Stock enrolled in the
Plan but held by the Participant in certificated form may
also be sold through the Agent after depositing these shares
with the Agent.
Upon receipt of a written request to sell shares, the Agent
will attempt to effectuate the requested sale as soon as is
practicable based on prevailing market conditions. The Agent
will not charge Participants any brokerage commission,
service charge or other costs generated in connection with
the sale of shares by the Agent. However, the Plan will
deduct any amount required to be withheld for income tax
purposes (see Question 20) from the proceeds of the sale.
The Agent will generally sell shares within five business
days following its receipt of a written request to sell. The
Plan will send the Participant the proceeds from the sale as
soon as is practicable following the sale of the shares.
25. WHO BEARS THE RISK OF MARKET PRICE FLUCTUATIONS IN THE
COMMON STOCK?
A Participant's investment in Common Stock pursuant to the
Plan will be no different from investment in directly held
shares. The Participant will bear the risk of loss and will
realize the benefits of any gain from market price changes
with respect to all shares held by him or her in the Plan or
otherwise. THE SHARES ARE NOT DEPOSITS AND ARE NOT INSURED
BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY. PARTICIPATION
IN THE PLAN INVOLVES INVESTMENT RISK, INCLUDING THE POSSIBLE
LOSS OF PRINCIPAL.
-17-
26. WHAT RESTRICTIONS EXIST WITH RESPECT TO THE TRANSFERABILITY
OF COMMON STOCK PURCHASED UNDER THE PLAN?
In general, no resale restrictions should apply to the
resale or other transfer of shares of Common Stock purchased
for a Participant under the Plan. Generally the Agent will
purchase shares of Common Stock that the Company has
registered pursuant to the federal securities laws.
However, the Agent may purchase shares in the open market
which the Company has not registered. In either case,
certain resale restrictions may apply if a Participant is an
"affiliate" of the Company.
If a Participant is an affiliate of the Company, he or she
may not reoffer or resell shares of Common Stock acquired
under the Plan pursuant to this Prospectus by use or
delivery of this Prospectus. An affiliate of the Company
may resell Common Stock only pursuant to a registration
statement or in accordance with Rule 144 or another
available exemption under the Securities Act. The Company
is not required and does not currently intend to prepare and
file a separate prospectus to facilitate reoffers and
resales by affiliates. An "affiliate" generally includes
any control person or person who, directly or indirectly,
has the power to direct or cause the direction of the
management and policies of the Company. Whether a person is
an "affiliate" depends on all the facts and circumstances.
In general, any director or 10% shareholder of the Company
or any officer who performs a policy-making function of the
Company is presumptively an affiliate.
27. WHO INTERPRETS THE PLAN?
The Company's board of directors will determine any
questions of interpretation that arise under the Plan. All
determinations and decisions by the Company's board of
directors will be final.
28. MAY THE PLAN BE CHANGED OR DISCONTINUED?
While the Company hopes to continue a Dividend Reinvestment
Plan indefinitely, the Company reserves the right to
suspend, terminate or amend the Plan at any time, including
during the period between a dividend record date and the
projected dividend payment date. Participants will be
notified of any suspension, termination or amendment of the
Plan. The Company also reserves the right to terminate any
Participant's participation in the Plan at any time.
-18-
29. WHAT IS THE RESPONSIBILITY OF THE PLAN ADMINISTRATOR?
In administering the Plan, neither the Company nor the Agent
will be liable for any act done in good faith or for any
good faith omission to act including, without limitation,
any claim or liability arising from: (i) the failure to
terminate a deceased Participant's account prior to receipt
by the Agent of written notice of such death; (ii) the
prices at which shares are purchased or sold for a
Participant's account; (iii) the time when purchases are
made; or (iv) any fluctuations in the market value of the
Common Stock. Neither the Company nor the Agent nor their
respective agents can provide any assurance of a profit or
protection against a loss on any shares purchased or held
for safekeeping under the Plan.
LIMITATION OF LIABILITY
The Plan provides that neither the Company, the Plan
administrator (including the Company if it is acting as the Plan
administrator) administering the Plan, nor any agent will be liable
for any act done in good faith or for the good faith omission to act
in connection with the Plan. However, nothing contained herein shall
affect a Participant's right to bring a cause of action based on
alleged violations of federal securities laws.
USE OF PROCEEDS
If the Agent purchases newly issued shares or treasury shares of
Common Stock from the Company for use under the Plan, the Company
intends to use substantially all of the net proceeds from such sales
for general corporate purposes, including advances to or investments
in subsidiaries. Management, however, has discretion in determining
the actual manner in which net proceeds will be applied. The precise
use, amounts and timing of the application of the proceeds will depend
upon, among other things, the funding requirements of its
subsidiaries, the availability of other funds, and the existence of
business opportunities.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
In accordance with the General Corporation Law of the State of
Delaware found at Chapter 1 of Title 8 of the Delaware Code (the
"DGCL"), Article 8 of the Company's Restated Certificate of
Incorporation, as amended, provides that any director or officer, who
in his or her capacity as such, is made or threatened to be made, a
party to any suit or proceeding, must be indemnified if such director
or officer acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Company.
The DGCL further provides that such indemnification is not exclusive
of any other rights to which such individuals may be entitled under a
-19-
company s certificate of incorporation or any agreement, insurance
policy, vote of stockholders or disinterested directors or otherwise.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions,
the Company has been informed that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
DETERMINATION OF PRICE
As provided in the Plan, the purchase price of shares of Common
Stock purchased under the Plan from the Company will be the market
price of the Common Stock on the dividend payment date as determined
in good faith by the Company's board of directors. The purchase price
of shares of Common Stock purchased in the open market, as such market
exists, will be the then prevailing market price, as described in
Question 9.
PLAN OF DISTRIBUTION
The Common Stock being offered hereby is offered pursuant to the
Plan, the terms of which provide for the purchase of shares of Common
Stock, either authorized but unissued shares or treasury shares, or at
the Company's option, by the Agent in the open market.
The Company will pay all administrative costs and expenses
associated with the Plan. In addition, the Company will pay any
brokerage commissions and any applicable transfer taxes and service
charges related to shares purchased under the Plan in the open market.
DESCRIPTION OF CAPITAL STOCK
The Company's certificate of incorporation authorizes the
issuance of 6,000,000 shares of Common Stock, par value $4.00 per
share, of which 3,546,060 shares were issued and outstanding on
December 31, 2001. The description of the Common Stock is
incorporated by reference into this Prospectus. See "Incorporation of
Certain Documents by Reference" for information on how to obtain a
copy of this description.
EXPERTS
The consolidated financial statements of the Company as of
December 31, 2000 and 1999, and for each of the years in the three-
year period ended December 31, 2000, have been incorporated by
reference in this Prospectus and in the Registration Statement in
reliance upon the report of KPMG LLP, independent accountants,
incorporated by reference in this Prospectus, and upon the authority
of KPMG LLP as experts in accounting and auditing.
-20-
LEGAL MATTERS
Certain legal matters in connection with the Common Stock offered
pursuant to the terms of the Plan and this Prospectus have been passed
upon for the Company by Schiff Hardin & Waite, Chicago, Illinois.
-21-
F I R S T
MID-ILLINOIS
BANCSHARES
150,000 Shares
F I R S T
MID-ILLINOIS
BANCSHARES, INC.
Common Stock
DIVIDEND REINVESTMENT PLAN
Prospectus
January 31, 2002
No person has been authorized to give any information or to make
any representation not contained in this Prospectus in connection with
the offer contained herein and, if given or made, such information or
representation must not be relied upon as having been authorized by
the Company. Neither the delivery of this Prospectus nor any sale
hereunder shall under any circumstances create any implication that
there has been no change in the affairs of the Company since the date
as of which information is set forth herein. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any
of the securities offered hereby in any jurisdiction where, or to any
person to whom, it is unlawful to make such offer or solicitation.
TABLE OF CONTENTS
PAGE
Where You Can Find More Information 2
The Company 2
Prospectus Summary 3
Risk Factors 3
If You Have Questions Concerning the Plan 6
The Dividend Reinvestment Plan 7
Limitation of Liability 13
Use of Proceeds 13
Indemnification of Officers and Directors 14
Determination of Price 14
Plan of Distribution 14
Description of Capital Stock 14
Experts 14
Legal Matters 14
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses in connection
with the sale and distribution of the Common Stock being registered.
All amounts shown are estimates, except the Commission's registration
fee.
Registration fee of Securities and Exchange Commission $ 333.69
Accountants' fees and expenses . . . . . . . . . . 5,000.00
Legal fees and expenses . . . . . . . . . . . . . . 20,000.00
Miscellaneous . . . . . . . . . . . . . . . . . . 5,000.00
---------
Total . . . . . . . . . . . . . . . . . . . . . . . . $30,333.69
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
In accordance with the General Corporation Law of the State of
Delaware found at Chapter 1 of Title 8 of the Delaware Code (the
"DGCL"), Article 8 of the Registrant's Restated Certificate of
Incorporation, as amended, (the "Certificate") provides as follows:
"The Corporation shall, to the fullest extent permitted by Section 145
of the General Corporation Law of Delaware, as amended from time to
time, indemnify all persons whom it may indemnify pursuant thereto."
Under such provisions, any director or officer, who in his or her
capacity as such, is made or threatened to be made, a party to any
suit or proceeding, must be indemnified if such director or officer
acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the Registrant. The DGCL
further provides that such indemnification is not exclusive of any
other rights to which such individuals may be entitled under a
company's certificate of incorporation or any agreement, insurance
policy, vote of stockholders or disinterested directors or otherwise.
ITEM 16. EXHIBITS
The exhibits filed with this Registration Statement or
incorporated by reference in this Registration Statement are set forth
in the Exhibit Index filed as part of this Registration Statement.
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
II-1
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of a prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if
the Registration Statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial BONA FIDE offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the provisions
II-2
referred to in Item 15 above, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Mattoon, State
of Illinois, on January 31, 2002.
FIRST MID-ILLINOIS BANCSHARES, INC.
(Registrant)
By: /s/ William S. Rowland
-----------------------------
William S. Rowland
President and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and
appoints William S. Rowland and Michael L. Taylor, and each of them,
the true and lawful attorney-in-fact and agent of the undersigned,
with full power of substitution and resubstitution, for and in the
name, place and stead of the undersigned, in any and all capacities to
sign any or all amendments (including post-effective amendments) to
this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such
attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, fully
to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact
and agent or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by each of the following
persons in the capacities indicated on the dates indicated below.
SIGNATURE TITLE DATE
/s/ William S. Rowland President, Chief Executive January 31, 2002
-------------------------------- Officer and Chairman of the Board
William S. Rowland (Principal Executive Officer)
II-4
SIGNATURE TITLE DATE
/s/ Michael L. Taylor Vice President and January 31, 2002
-------------------------------- Chief Financial Officer
Michael L. Taylor (Principal Financial Officer and
Principal Accounting Officer)
/s/ Charles A. Adams Director January 31, 2002
--------------------------------
Charles A. Adams
Director
--------------------------------
Kenneth R. Diepholz
Director
--------------------------------
Steven L. Grissom
Director
--------------------------------
Richard Anthony Lumpkin
/s/ Daniel E. Marvin, Jr. Director January 31, 2002
--------------------------------
Daniel E. Marvin, Jr.
/s/ Gary W. Melvin Director January 31, 2002
--------------------------------
Gary W. Melvin
Director
--------------------------------
Sara Jane Preston
/s/ Ray Anthony Sparks Director January 31, 2002
--------------------------------
Ray Anthony Sparks
II-5
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4 Form of Dividend Reinvestment Plan (included as the
Prospectus set forth herein).
5 Opinion of Schiff Hardin & Waite.
23.1 Consent of KPMG LLP.
23.2 Consent of Schiff Hardin & Waite (contained in its
Opinion filed as Exhibit 5).
24 Powers of Attorney (contained on the signature pages
hereto).