-----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, KPDBlzxb9ZAau6BeN+h2xP9ySdB7hKraDtpE1iTDNdQDZ8iu7YEK2SiDCj8Zdj+5 R5lLPrA+z4tt3UCYuNGmXA== 0000950114-98-000243.txt : 19980513 0000950114-98-000243.hdr.sgml : 19980513 ACCESSION NUMBER: 0000950114-98-000243 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980512 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ILLINI CORP CENTRAL INDEX KEY: 0000730037 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [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: 98616287 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/A 1 SCHEDULE 13D AMENDMENT NO. 4 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) 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 11, 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). 2 SCHEDULE 13D - ----------------------- ------------------------- CUSIP No. 451773105 Page 2 of 4 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 NUMBER OF SHARES 44,863 BENEFICIALLY ------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING PERSON WITH ------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 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 7. MATERIAL TO BE FILED AS EXHIBITS. - ------ (a) Letter, dated May 11, 1998, from attorney for Reporting Person -------------------------- clarifying Reporting Person's position regarding certain issues relating to Illini Corporation's Shareholder Rights Plan. 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 12, 1998 -------------------------------- (Date) /s/ Ida R. Noll -------------------------------- Ida R. Noll EX-7.(A) 2 LETTER CLARIFYING SHAREHOLDER RIGHTS PLAN 1 Exhibit 7(a) [LETTERHEAD of LEWIS, RICE & FINGERSH, L.C.] May 11, 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: As a follow up to our recent telephone conversation, I thought it might be useful to provide some clarification of my client's (Mrs. Ida Noll) position regarding certain issues involving the subject "Poison Pill" Plan. The first point of clarification concerns the Directors' assumption that Mrs. Noll became an acquiring person "inadvertently." My Webster's dictionary defines the term "INADVERTENT" to mean "not turning the mind to a matter." Thus, whether or not Mrs. Noll exceeded the 10% ownership threshold under the "Poison Pill" Plan "inadvertently" is determined by Mrs. Noll's state of mind. I have to question whether the Directors had any factual basis whatsoever to assume, at their April 30, 1998 meeting, that Mrs. Noll had exceeded the 10% trigger "inadvertently." If Mrs. Noll ultimately should testify with respect to this matter, she would say that she was mindful and well aware of the ostensible consequences under the Directors' "Poison Pill" Plan of the receipt of her mother's gift. In other words, Mrs. Noll was cognizant that she would become an "Acquiring Person" under the terms of the Directors' "Poison Pill" Plan by accepting her mother's gift. Mrs. Noll, therefore, did not become an Acquiring Person --- "inadvertently." The Directors' assumption/determination to the contrary is baseless. You might ask why Mrs. Noll would knowingly accept her mother's gift, cross the 10% ownership threshold, become an "Acquiring Person" and seemingly risk the severe consequences of the Directors' "Poison Pill" Plan. The answer is that Mrs. Noll firmly believes that either the Plan was void ab initio or that the Directors are personally liable for breaching their - -- ------ fiduciary duties to her by adopting and refusing to modify their oppressive and unreasonable Plan. By letter dated January 7, 1998, Mrs. Noll, through her attorney, protested the unreasonableness and 2 LEWIS, RICE & FINGERSH, L.C. Theodore L. Eissfeldt, Esq. May 11, 1998 Page 2 inequities of the Directors' "Poison Pill" Plan and asked that the Directors terminate it. The Directors refused. Mrs. Noll subsequently adopted a "business as usual" approach to her conduct vis-a-vis the Directors' "Poison Pill" Plan. She reasoned that because the triggering of the Directors' "Poison Pill" Plan against her interests was inevitable (due to natural intra-family succession of shares, as we have previously described), that she would not reject a bona fide intra-family gift or, for that matter, an inheritance when and as such would someday come to her (or her children) in the natural course of events of her immediate family. So, Mrs. Noll accepted her mother's recent gift knowing that it took her ownership interest above the 10% trigger of the Directors' "Poison Pill" Plan, with complete confidence that either the Plan is so fatally flawed that it is void and wholly unenforceable or that, at a minimum, the Directors will be held liable to her for all damages suffered on account of the gross breach of their fiduciary duties. The second point of clarification, that was among the topics of my letter to you dated May 5, 1998, is the prompt divestiture requirement of the relevant clause of Section 1(a) of the Plan. As we have advised the Directors on two prior occasions, Mrs. Noll will not divest any shares. To ------------------------------------ do so would only postpone the inevitable triggering of the Plan against her. Thus, whether or not a divestiture by Mrs. Noll is done "promptly", I would submit, is a moot point since there never will be any divestiture. Moreover, as an academic legal point, we disagree with your view that the Directors have sole power under the Plan to unilaterally determine what may constitute "promptly." As a grammatical matter, the Directors' determination language that appears as a modifier in the subject clause of Section 1(a) of the Plan clearly only modifies the "inadvertently" element and not the prompt divestiture element. Therefore, it ultimately would be for a court, and not the Directors, to determine what the term "promptly" means as used in this provision. It is also relevant, in this regard, that the Directors lost the power to amend or supplement their "Poison Pill" Plan after the April 16, 1998 Stock Acquisition Date (see Section 28 of the Plan). Because Mrs. Noll did not become an Acquiring Person "inadvertently" and given that she and her children won't divest any of their shares, it's very clear that the last clause of Section 1(a) of the Plan is inapplicable. Mrs. Noll intends to hold each Director personally liable for any damages which she or her children suffer on account of the "Poison Pill" Plan. Very truly yours, /s/ Thomas C. Erb Thomas C. Erb TCE/jns -----END PRIVACY-ENHANCED MESSAGE-----