-----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, B3klbpqlYxIqKTeLm/kNWpfm2o+SASN0o1qnPYOEWkOY44GzoWEUt033U3C6t8oS uGCggrsuabhd5IDeK8CuFQ== 0001068800-01-500196.txt : 20030314 0001068800-01-500196.hdr.sgml : 20030314 20010807134758 ACCESSION NUMBER: 0001068800-01-500196 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010807 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NOLL MAE H CENTRAL INDEX KEY: 0001001118 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 903 SOUTH LINCOLN CITY: SPRINGFIELD STATE: IL ZIP: 62704 BUSINESS PHONE: 2175448441 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: 1934 Act SEC FILE NUMBER: 005-48631 FILM NUMBER: 01699686 BUSINESS ADDRESS: STREET 1: 3200 WEST ILES AVE CITY: SPRINGFIELD STATE: IL ZIP: 62707 BUSINESS PHONE: 2177875111 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 SC 13D/A 1 mnoll2.txt SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Illini Corporation - -------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------- (Title of Class of Securities) 451773105 - -------------------------------------------------------------------------- (CUSIP Number) Thomas C. Erb, Esq. Lewis, Rice & Fingersh, L.C. 500 North Broadway, Suite 2000 St. Louis, Missouri 63102 (314) 444-7600 - -------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 12, 2001 ------------------------------------------------------------- (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. *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 but shall be subject to all other provisions of the Act (however, see the Notes). 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 Mae H. Noll 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [] (b) [] 3 SEC USE ONLY 4 SOURCE OF FUNDS* 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 63,989 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 63,989 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 63,989 12 CHECK BOX IF THE AGGREGATE AMONT IN ROW (11) EXCLUDES CERTAIN SHARES* [] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.2% 14 TYPE OF REPORTING PERSON* IN 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 Reporting Person entered into a Stock Purchase Agreement, dated April 12, 2001, with the Company and certain other shareholders of the Company pursuant to which the Company would repurchase all of the shares of common stock of the Company beneficially owned by the Reporting Person. A copy of the Company's press release announcing this development is attached as an exhibit to this filing and is incorporated herein by reference. 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) Company Press Release, dated April 12, 2001, announcing the Stock Purchase Agreement. 3 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. April 27, 2001 --------------------------------------------- (Date) /s/ Mae H. Noll --------------------------------------------- Mae H. Noll 4 Exhibit A Illini Corporation 3200 West Iles Avenue Springfield, Illinois 62704 Tel (217) 787-5111 Fax (217) 547-9659 NEWS RELEASE For Immediate Release Media Contact: Investor Contact: Burnard K. McHone, President Mary T. Powell, Executive Secretary 217/787-5111, Extension 217 (217) 787-5111 ILLINI SETTLES DISPUTE Springfield Banking Company Buys 28% of Its Stock SPRINGFIELD, IL, April 12, 2001. Illini Corporation has resolved a long standing dispute over the control of the $240 million Springfield banking company by purchasing a significant interest in the Company from a Springfield family. Illini's Board of Directors has signed a definitive agreement to purchase nearly 28% of its outstanding shares from the Noll family and related interests. The total transaction is valued at approximately $7.2 million to be paid over three years. The agreement settles litigation with the family and includes standstill and non-compete covenants. The transaction is subject to approval of federal and state banking regulators. Illini was represented by Williams & Connolly, a national law firm in Washington, D.C. engaged by the Company in 1999. The Bank Advisory Group of Austin, Texas issued a fairness opinion on the transaction. ****END**** This news release may include forward-looking statements that are based on the Company's current expectations and assumptions and are subject to numerous risks and uncertainties that could cause actual results to materially differ from those anticipated. Such risks and uncertainties include, among others, general business and economic conditions, competitive actions and regulatory actions. 5 -----END PRIVACY-ENHANCED MESSAGE-----