UNITED STATES
SECURITIES AND EXHCANGE 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):
SEPTEMBER 22, 2009
FIRST MID-ILLINOIS BANCSHARES, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State of Other Jurisdiction of Incorporation)
0-13368 37-1103704
(Commission File Number) (IRS Employer
Identification No.)
1515 CHARLESTON AVENUE
MATTOON, IL 61938
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code:
(217) 234-7454
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 22, 2009, the Board of Directors (the "Board") of First
Mid-Illinois Bancshares, Inc. (the "Corporation") declared a dividend
distribution of one right (each a "Right") for each outstanding share
of the common stock, par value $4.00 per share, of the Corporation
("Common Stock") to stockholders of record at the close of business on
October 16, 2009 (the "Record Date"). Each Right will entitle the
registered holder to purchase from the Corporation one share of Common
Stock at an exercise price of $75.00, subject to adjustment (as
adjusted from time to time, the "Purchase Price"). The description and
terms of the Rights are set forth in a Rights Agreement, dated as of
September 22, 2009 (the "Rights Agreement"), between the Corporation
and Computershare Trust Company, N.A., as Rights Agent. The
Corporation previously entered into that certain Rights Agreement,
dated as of September 21, 1999, between the Corporation and Harris
Trust and Savings Bank, as Rights Agent, which expired by its terms at
the close of business on September 21, 2009.
Initially following the Record Date, the Rights will be attached
to all certificates representing shares of Common Stock then
outstanding, and no separate Rights Certificates (as defined in the
Rights Agreement) will be distributed. Unless previously redeemed by
the Board in accordance with the Rights Agreement, the Rights will
separate from the Common Stock and a "Distribution Date" will occur
upon the earlier of (i) 20 days following the Stock Acquisition Date
(as defined below) or (ii) 20 days (or such later date as the Board
shall determine, provided that no deferral of such date may be made by
the Board at any time during the Special Period (as defined below))
after the date a tender or exchange offer that would result in a
person or group beneficially owning 15% or more of the outstanding
shares of Common Stock is first published, sent or given to the
Corporation's stockholders. The "Special Period" is defined as the
180-day period following the effectiveness of any election of
directors, occurring after a public announcement (and prior to the
withdrawal or abandonment of such announcement) by a third party of an
intent or proposal to engage (without the current and continuing
concurrence of the Board) in a transaction involving an acquisition of
or business combination with the Corporation or otherwise to become an
Acquiring Person (as defined below), which election results in a
majority of the Board being comprised of persons who were not
nominated by the Board in office immediately prior to such election.
The "Stock Acquisition Date" is defined as the earlier of (x) the
first date of public announcement by the Corporation that any person
or group (other than certain exempt persons or groups) has acquired,
or obtained the right to acquire, beneficial ownership of 15% or more
of the shares of Common Stock then outstanding or (y) the date that
any person enters into an agreement with the Corporation or any of its
subsidiaries providing for an Acquisition Transaction (as defined
below) (any person described in clause (x) or clause (y) above is
referred to as an "Acquiring Person"). None of Margaret Lumpkin Keon,
Mary Lumpkin Sparks and Richard Anthony Lumpkin or any of their
respective spouses or descendants or certain related trusts or other
entities (or a group comprised solely of such persons) will be deemed
to be an Acquiring Person as long as all such persons beneficially own
less than 40.1% of the outstanding shares of Common Stock. An
"Acquisition Transaction" is defined as (a) a merger, consolidation or
similar transaction as a result of which stockholders of the
Corporation will own less than 60% of the outstanding shares of Common
Stock or the common stock of a publicly traded entity which controls
the Corporation or into which the Corporation has been merged or
otherwise combined (based solely on the shares of Common Stock
received by such stockholders, in their capacity as stockholders of
the Corporation, pursuant to such transactions), (b) a purchase or
other acquisition of all or a substantial portion of the assets of the
Corporation and its subsidiaries, or (c) a purchase or other
acquisition of securities representing 15% or more of the shares of
Common Stock then outstanding.
Following the Record Date and until the Distribution Date, (i)
the Rights will be evidenced by the Common Stock certificates and will
be transferred only with such Common Stock certificates, (ii) new
Common Stock certificates issued after the Record Date will contain a
notation incorporating the Rights Agreement by reference and (iii) the
surrender for transfer of any certificate for Common Stock outstanding
will also constitute the transfer of the Rights associated with the
Common Stock represented by such certificate.
The Rights will not be exercisable until the Distribution Date
and will expire at the close of business on September 22, 2019, unless
earlier redeemed by the Corporation as described below.
As soon as practicable after the Distribution Date, Rights
Certificates will be mailed to holders of record of the Common Stock
as of the close of business on the Distribution Date and, thereafter,
the separate Rights Certificates alone will represent the Rights.
Except as otherwise determined by the Board, only shares of Common
Stock issued prior to the Distribution Date will be issued with
Rights.
In the event (a "Flip-in Event") that any person, at any time
after the date of the Rights Agreement, becomes an Acquiring Person,
each holder of a Right thereafter will have the right to receive, upon
exercise thereof, Common Stock (or, in certain circumstances, cash,
property or other securities of the Corporation) having a value equal
to two times the Purchase Price. Notwithstanding any of the foregoing,
following the occurrence of a Flip-in Event, all Rights that are, or
(under certain circumstances specified in the Rights Agreement) were,
beneficially owned by an Acquiring Person, any of its associates or
affiliates, and certain of its transferees, will be null and void.
Moreover, the Rights will not be exercisable following the first
occurrence of a Flip-in Event until such time as the Rights are no
longer redeemable by the Corporation as described below.
In the event that, at any time following the Stock Acquisition
Date, (i) the Corporation is acquired in a merger or other business
combination transaction, or (ii) 50% or more of the Corporation's
assets or earning power is sold or transferred (each, a "Flip-over
Event"), each holder of a Right (except Rights which previously have
been voided as described above) shall thereafter have the right to
receive, upon exercise thereof, common stock or other securities of
the acquiring company having a value equal to two times the Purchase
Price.
The Purchase Price payable, and the number of shares of Common
Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time in accordance with
customary anti-dilution provisions.
With certain exceptions, no adjustment to the Purchase Price will
be required until cumulative adjustments amount to at least 1% of the
Purchase Price. No fractional shares will be issued. Instead, a cash
payment will be made in lieu of fractional shares based on the market
price of the Common Stock on the most recent trading day during which
a trade occurred prior to the date of exercise.
At any time after the Rights become exercisable for Common Stock,
the Board may exchange the unexercised Rights (other than Rights owned
by any Acquiring Person which have become void), in whole or in part,
at an exchange ratio of one share of Common Stock per Right (subject
to adjustment). Notwithstanding the foregoing, no such exchange of the
Rights may be authorized by the Board during the Special Period or at
any time when the Rights are not redeemable.
The Board is empowered to redeem the Rights in whole, but not in
part, at a price of $0.01 per Right (the "Redemption Price") at any
time before the earlier of (i) the close of business on the 20th day
following the Stock Acquisition Date or (ii) the final expiration date
of the Rights. Immediately upon the action of the Board ordering
redemption of the Rights, the Rights will terminate and the only right
of the holders of Rights will be to receive the Redemption Price.
Notwithstanding the foregoing, in the event that after a public
announcement (and prior to the withdrawal or abandonment of such
announcement) by a third party of an intent or proposal to engage
(without the current and continuing concurrence of the Board) in a
transaction involving an acquisition of or business combination with
the Corporation or otherwise to become an Acquiring Person, there is
an election of directors (whether at one or more stockholder meetings
and/or pursuant to written stockholder consents) resulting in a
majority of the Board being comprised of persons who were not
nominated by the Board in office immediately prior to such election,
then following the Special Period, the Rights, if otherwise then
redeemable, will only be redeemable by the Board either (1) if the
Board has followed certain prescribed procedures or (2) in any other
case, provided that, if in any such other case the Board's decision
regarding redemption and any acquisition or business combination is
challenged as a breach of fiduciary duty of care or loyalty, the
directors can establish the entire fairness of such decision without
the benefit of any business judgment rule or other presumption. The
procedures required under clause (1) include: (a) the retention of an
independent financial advisor, and the receipt by the Board of (i) the
views of such advisor regarding whether redemption of the Rights will
serve the best interests of the Corporation and its stockholders, or
(ii) such advisor's statement that it is unable to express such a
view, setting forth the reason therefor; and (b) with respect to any
pending acquisition or business combination proposal, (i) the
implementation by the Board, with the advice of its independent
financial advisor, of a process and procedures which the Board and
such advisor conclude would be most likely to result in the best value
reasonably available to stockholders, (ii) receipt of a fairness
opinion from such advisor, and the Board determining, and such advisor
confirming, that it has no reason to believe that a superior
transaction is reasonably available, and (iii) execution of a
definitive transaction agreement.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Corporation, including, without
limitation, the right to vote or to receive dividends. While the
distribution of the Rights will not be taxable to stockholders or to
the Corporation, stockholders may, depending upon the circumstances,
recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) or for common
stock of an acquiring company as set forth above.
The Rights Agreement may be amended by the Board without the
approval of any holders of Rights (a) prior to the Distribution Date,
in any manner and (b) after the Distribution Date, in order to (i)
cure any ambiguity, (ii) correct or supplement provisions which may be
defective or inconsistent, (iii) make changes which do not adversely
affect the interests of holders of Rights (other than those held by an
Acquiring Person or certain related persons) or (iv) shorten or
lengthen any time period under the Rights Agreement (including the
time period governing redemption), provided that no supplement or
amendment to the Rights Agreement may be made during the Special
Period or at any time when the Rights are nonredeemable other than
supplements or amendments of the type contemplated by clause (i) or
(ii) above.
The Rights may have certain anti-takeover effects. The Rights
will cause a substantial dilution to a person or group that attempts
to acquire the Corporation unless the acquisition is conditioned on a
substantial number of Rights being acquired. The Rights should not
interfere with any merger or other business combination properly
approved by the Board.
The Rights Agreement is filed hereto as Exhibit 4.1 and is
incorporated herein by reference. The foregoing summary description of
the Rights does not purport to be complete and is qualified in its
entirety by reference to the full text of the Rights Agreement.
ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
See the information set forth under Item 1.01 of this report
which is incorporated by reference into this Item 3.03.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
4.1 Rights Agreement, dated as of September 22, 2009, between
First Mid-Illinois Bancshares, Inc. and Computershare Trust
Company, N.A., as Rights Agent (incorporated by reference to
Exhibit 4.1 to First Mid-Illinois Bancshares, Inc.'s
Registration Statement on Form 8-A filed with the Securities
and Exchange Commission on September 24, 2009).
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
FIRST MID-ILLINOIS BANCSHARES, INC.
Dated: September 24, 2009 By: /s/ William S. Rowland
------------------------------
Name: William S. Rowland
Title: President and Chief
Executive Officer
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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4.1 Rights Agreement, dated as of September 22, 2009,
between First Mid-Illinois Bancshares, Inc. and
Computershare Trust Company, N.A., as Rights Agent
(incorporated by reference to Exhibit 4.1 to First Mid-
Illinois Bancshares, Inc.'s Registration Statement on
Form 8-A filed with the Securities and Exchange
Commission on September 24, 2009).