-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M4qJos51SyHbzuMtpCNMp8NWlHkQpD99N5hgP/nMil5qB1hL6ZKaNIPksrIxFmOt tPNpab2xlsajoXB3dvqTaQ== 0000950114-98-000232.txt : 19980515 0000950114-98-000232.hdr.sgml : 19980515 ACCESSION NUMBER: 0000950114-98-000232 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980506 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ILLINI CORP CENTRAL INDEX KEY: 0000730037 STANDARD INDUSTRIAL CLASSIFICATION: 6022 IRS NUMBER: 371135429 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-48631 FILM NUMBER: 98611341 BUSINESS ADDRESS: STREET 1: 120 SOUTH CHATHAM ROAD CITY: SPRINGFIELD STATE: IL ZIP: 62704 BUSINESS PHONE: 2175444224 MAIL ADDRESS: STREET 1: 120 S CHATHAM RD CITY: SPRINGFIELD STATE: IL ZIP: 62704 FORMER COMPANY: FORMER CONFORMED NAME: ILLINI COMMUNITY BANCORP INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NOLL IDA R CENTRAL INDEX KEY: 0001001119 STANDARD INDUSTRIAL CLASSIFICATION: FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 802 S SECOND ST CITY: SPRINGFIELD STATE: IL ZIP: 62704 BUSINESS PHONE: 2175448441 MAIL ADDRESS: STREET 1: 802 S SECOND ST CITY: SPRINGFIELD STATE: IL ZIP: 62704 SC 13D 1 SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Illini Corporation - - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock - - ------------------------------------------------------------------------------- (Title of Class of Securities) 451773105 ----------------------------------------------------- (CUSIP Number) Dale A. Schempp, Noll Law Office 802 South Second Street, Springfield, Illinois 62704 (217) 544-8441 - - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 5, 1998 ------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box []. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. [FN] The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act bust shall be subject to all other provisions of the Act (however, see the Notes). [As filed with the Securities and Exchange Commission on May 6, 1998] 2 SCHEDULE 13D - - -------------------------------- ----------------------------------- CUSIP No. 451773105 Page 2 of 5 Pages ---------------- ----- ----- - - -------------------------------- ----------------------------------- - - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ida R. Noll TIN ###-##-#### - - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [] (b) [] - - ------------------------------------------------------------------------------- 3 SEC USE ONLY - - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF/OO - - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2 (e) - - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - - ------------------------------------------------------------------------------- 7 SOLE VOTING POWER 44,863 NUMBER OF ------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH ------------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 44,863 ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 44,863 - - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [] - - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.0039% - - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - - ------------------------------------------------------------------------------- 3 ITEM 4. PURPOSE OF TRANSACTION. - - ------ Except as described in the second paragraph of this Item 4, the Reporting Person does not have any present plans or proposals that relate to or would result in (i) the acquisition by any person of additional securities of the Company or the disposition of securities of the Company; (ii) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (iii) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (iv) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (v) any material change in the present capitalization or dividend policy of the Company; (vi) any other material change in the Company's business or corporate structure; (vii) any change in the Company's articles of incorporation, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the company by any person; (viii) causing a class of securities of the Company to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (ix) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (x) any action similar to any of those enumerated above. The Company has notified Reporting Person that the gifts of stock received by her as reported in Reporting Person's recently filed Amendment No. 1 to this Schedule 13D triggered the Company's Shareholder Rights Plan dated June 20, 1997. Reporting Person has notified the Company's Directors that she intends to hold them personally liable for any damage suffered by her on account of the Shareholders Rights Plan. The Company has notified Reporting Person, by letter dated May 4, 1998, that the Directors' new interpretation of the Plan is that Reporting Person is not an "Acquiring Person" if she divests sufficient shares by July 6, 1998. Reporting Person has advised Company, by letter dated May 5, 1998, that she will not divest any shares and, instead, intends to hold the Directors personally liable for any damage suffered by her. The Reporting Person reserves the right to determine in the future to change the purpose or purposes described above. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. - - ------ (a) Letter, dated May 4, 1998, from attorney for Company advising of ------------------------- Company's new position regarding triggering of Company's Shareholder Rights Plan. (b) Letter, dated May 5, 1998, from attorney for Reporting Person ------------------------- advising of Reporting Person's intention not to divest any shares and, instead, to hold the Company Directors liable for any resulting damages. 3 4 SCHEDULE 13D CUSIP NO. 451773105 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. May 6, 1998 ------------------------------------ (Date) ------------------------------------ Ida R. Noll 4 EX-7.A 2 INTEREST IN ILLINI CORPORATION 1 Exhibit 7A ---------- [LETTERHEAD OF HOWARD & HOWARD] May 4, 1998 VIA FACSIMILE 314/241-6056 VIA FEDERAL EXPRESS THOMAS C. ERB LEWIS, RICE & FINGERSH, L.C. 500 North Broadway, Suite 2000 St. Louis, MO 63102-2147 RE: IDA NOLL INTEREST IN ILLINI CORPORATION Dear Tom: The Board of Directors met on April 30, 1998 to consider the issues raised in your letter of April 28, 1998 and to determine whether or not Ida Noll's receipt of shares of Illini Corporation (the "Corporation") as a gift from Amy Rock has resulted in Ida being deemed an "Acquiring Person" under Section 1.a of the Rights Agreement dated June 20, 1997 by and between the Corporation and Illinois Stock Transfer Company (the "Agreement"). At the meeting, the Board of Directors pursuant to Section 1.a of the Agreement determined that the acquisition was inadvertent, and therefore, Ida is not an Acquiring Person as defined in the Agreement; provided, however, Ida must divest herself of a sufficient number of shares of the Corporation's common stock by July 6, 1998 (three months from the date of acquisition). Please note that the generous time period for divesting of the additional shares is in response to the concerns expressed in your letter regarding the illiquidity and thin trading in the stock. The Board of Directors has also authorized the Corporation to offer to redeem all, but not less than all of the Corporation's common stock held by Ida, in accordance with the terms of that certain letter dated March 2, 1998 from Howard & Howard to Mae Noll dated March 2, 1998, a copy of which is enclosed (the "Noll letter"); provided, however, the offer expires if not accepted by Ida by July 6, 1998 (the "Offer Termination Date"). 2 Thomas C. Erb May 4, 1998 Page 2 - - ---------------/ The Board has also authorized the Corporation to offer to redeem from Ida less than all, but not less than a sufficient number of shares of common stock to reduce Ida's ownership to not more than 10%. This offer is at market price only and expires on July 6, 1998. Finally, the Board of Directors has established an expiration date for the proposal contained in the Noll letter. The proposal contained in the Noll letter shall also expire if not accepted by the Offer Termination Date. Please confirm to me that each of the shareholders mentioned in the Noll letter has received a copy of the Noll letter and that each such shareholder will be informed that the proposal contained in the Noll letter will expire if not accepted by the Offer Termination Date. We look forward to your prompt response to the foregoing matters. VERY TRULY YOURS, HOWARD & HOWARD /S/THEODORE L. EISSFELDT THEODORE L. EISSFELDT cc: Mr. Burnard K. McHone EX-7.B 3 SHAREHOLDER RIGHTS PLAN 1 Exhibit 7B ---------- [LETTERHEAD OF LEWIS, RICE & FINGERSH, L.C.] May 5, 1998 VIA FAX AND FEDEX - - ----------------- Theodore L. Eissfeldt, Esq. HOWARD & HOWARD, L.C. The Creve Coeur Building, Ste. 200 321 Liberty Street Peoria, IL 61602-1403 Re: Illini Corporation Shareholder Rights Plan ------------------------------------------ Dear Ted: This is in response to your letter of May 4, 1998. As we understand it, the Directors of Illini Corporation are now taking the position that Ida ("Pinky") Noll has not yet become an "Acquiring Person" under the Company's "Poison Pill" Plan. This new position is based upon (i) the Directors' assumption that Mrs. Noll exceeded the 10% ownership threshold "inadvertently", and (ii) their declaration that the term "promptly" (as used in Section 1(a) of the Plan, whereunder a person may "promptly" divest shares to cure an inadvertent triggering), means July 6, 1998, a date three months after the date that Mrs. Noll received the recent gift of shares from her mother and thereby exceeded the 10% ownership threshold. In addition, the Directors have specifically reaffirmed their $40 redemption offer to Mrs. Noll and others, but imposed upon such offer a coterminous deadline. Please be advised that Mrs. Noll hereby reasserts her position regarding divestiture, as originally set forth in my April 28, 1998 letter to you. Mrs. Noll is under no duty to, nor will she, dispose of any of her shares (nor those of her children) to avoid being deemed an "Acquiring Person." Instead, Mrs. Noll will hold each of the Directors personally liable for any damages suffered by her or her children on account of the "Poison Pill" Plan. While we can appreciate the Directors' reasons for wanting to move to this revised interpretation of their "Poison Pill" Plan, we must express our concern that the Directors' new position is not sustainable legally. We fear that if a shareholder of Illini, other than Mrs. Noll, should decide to challenge the Directors' position that it almost certainly would be invalidated. Our concern starts with a point of agreement - we agree with your reading of the Plan to the effect that Mrs. Noll, in fact, became an "Acquiring Person" upon the filing of her Schedule 13D 2 LEWIS, RICE & FINGERSH, L.C. Theodore L. Eissfeldt, Esq. May 5, 1998 Page 2 Amendment No. 1 on April 16, 1998, unless the provisions of the last clause of Section 1(a) of the Plan save her from that fate. As you know, that clause provides that a person shall not become an "Acquiring Person": "... if the Board of Directors determines that such Person became an Acquiring Person inadvertently, and such Person promptly divests itself of a sufficient number of shares of Common Stock [so that such Person no longer beneficially owns more than 10%]" Mrs. Noll advised the Directors on April 28, 1998 and is doing so again by this letter that she will not divest any shares (before or after July 6, 1998 or any other date that the Directors might choose). If a shareholder should contend that the Section 1(a) exception to the Plan's definition of the term "Acquiring Person" is not applicable because of Mrs. Noll's repeated refusals to divest, we believe that a court would have no alternative but to so find. In that event, the court wouldn't even get to the question of what period of time should be considered "promptly" for Plan purposes. If, however, a court should address that later question, we are equally concerned that the three month period chosen by the Directors also would be invalidated. The most likely judicial interpretation of the "promptly" requirement, we believe, is the first one that the Directors asserted, as put forth in your April 24, 1998 to Dale Schempp of the Noll Law Office. You will recall that in that earlier letter you stated the Directors' original position that in order to be considered "promptly", any divestiture would have to be made by Mrs. Noll prior to April 30, 1998 -- the 10th business day after the April 16, 1998 filing of Mrs. Noll's Schedule 13D Amendment No. 1. As you explained the reasoning of the Directors' original position, that date is important because it is the "Distribution Date" under the Plan, whereafter the Rights Agent must mail, as soon as practicable, the Rights Certificates to shareholders. It seems rather compelling to us, as the Directors originally thought, to construe the term "promptly" in this 10 business day context. Thus, we fear that the Directors' new interpretation of the "promptly" requirement, if judicially challenged, would fall in favor of their better reasoned, and more logical, original position. We also note for your consideration a few additional concerns. First, Section 28 of the Directors' "Poison Pill" Plan provides that it " may - - ----- not be supplemented or amended in any way after an Acquiring Person has become such." If it should be determined that Mrs. Noll has, in fact, already become an Acquiring Person, then the Directors' attempt to change their interpretation and now unilaterally declare that the term "promptly" will henceforth mean a period of three months could be viewed as an invalid attempt to supplement or amend the Plan after such action expressly is no longer permissible. Second, we are concerned that the definition of the ------ key term "Stock Acquisition Date", which is set forth in Section 1(i) of the Plan does not appear to toll for any "prompt" divestiture waiting period, even if the Directors' attempt to effectively toll the determination date of the "Acquiring Person" definition should, in fact, be valid. If July 6, 1998 (or, for that matter, any other arbitrary date selected by the Directors) should come and go 3 LEWIS, RICE & FINGERSH, L.C. Theodore L. Eissfeldt, Esq. May 5, 1998 Page 3 without Mrs. Noll divesting any shares to avoid being deemed an "Acquiring Person" for Plan purposes -- as it will -- then, in that event, the "Stock Acquisition Date" would still appear to be April 16, 1998, the filing date of Mrs. Noll's Schedule 13D Amendment No. 1 (wherein she disclosed her receipt of the gift from her mother and her resulting new beneficial ownership percentage of 10.0039%). If our interpretation of this matter is correct, it raises a host of questions and problems that I am sure you can appreciate. For example, under that reading both the Rights Agent (Illinois Stock Transfer Company) and the Company are currently in breach of their respective obligations to issue the Rights Certificates pursuant to Section 3 of the Plan. If any shares should trade between now and July 6, will they trade with or without the associated Rights if the Rights Agent and the Company are simply in default? Are the Rights Agent and the Company liable for any trading losses suffered during this period on account of the confusion regarding the detachment of the Rights? What would the Rights Agent do if a shareholder should tender the $80 Purchase Price per Right during this intervening period, and would any such tender override any later attempt by the Directors to effect the optional one share-for-one Right exchange provisions of Section 25 of the Plan? Third, we read Sections 16 ----- and 31 to confer upon each Company shareholder an individual right to enforce the terms of the "Poison Pill" Plan at law or in equity. While the language of these sections directly confers enforcement rights upon holders of Rights Certificates, we believe that shareholders also clearly have standing to challenge the Directors' current position and demand that the Rights Agent distribute the Rights Certificates (see, in this regard, the parenthetical that appears in the second and third lines of Section 16 and in the third and fourth lines of Section 31). Exacerbating the fact that every individual shareholder of Illini is therefore free to pursue a legal challenge, is the added fact that Section 16 expressly allows them to recover all of their associated costs and expenses, including attorney fees. I am sure you will agree that the filing of a lawsuit challenging the Directors' newly revised position regarding the triggering of their "Poison Pill" Plan by Amy Rock's gift to her daughter and grandchildren is therefore more than just a remote prospect. Regarding your request for confirmation of the fact that each of the shareholders to whom the Company has extended its $40 redemption offer has received a copy of your March 2, 1998 letter and notice of the imposition of the new July 6, 1998 deadline thereon, please be advised that this Firm has not been engaged to represent anyone other than Mae Noll and Pinky Noll. Accordingly, please direct the Company's redemption offer materials directly to any such other intended offerees. Very truly yours, Thomas C. Erb TCE/jns -----END PRIVACY-ENHANCED MESSAGE-----