As filed with the Securities and Exchange Commission on August 27, 2009
Registration No. 333-______
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UNITED STATES
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 each registrant as specified in its charter or
certificate of trust)
DELAWARE 37-1103704
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification Number)
organization)
____________________
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 registrants' principal executive offices)
William S. Rowland
Chairman, President and Chief Executive Officer
First Mid-Illinois Bancshares, Inc.
1515 Charleston Avenue
Mattoon, Illinois 61938
(217) 258-0415
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
____________________
With copy to:
Peter L. Rossiter, Esq.
Schiff Hardin LLP
Suite 6600
233 South Wacker Drive
Chicago, Illinois 60606
(312) 258-5500
____________________
Approximate date of commencement of proposed sale to the public:
From time to time after the Registration Statement becomes effective.
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 this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule
462(e) under the Securities Act, check the following box. [_]
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to
Rule 413(b) under the Securities Act, check the following box. [_]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of "large accelerated
filer," "accelerated filer" and "smaller reporting company" in Rule
12b-2 of the Exchange Act. (Check one):
Large accelerated filer [_] Accelerated filer [X}
Non-accelerated filer [_] Smaller reporting company [_]
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Each Class of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered (2) Per Share (1) Price (1) Registration Fee
--------------------------------- -------------- ---------------- ------------------ ----------------
Common Stock, par value $4.00 per 300,000 $18.65 $5,595,000 $312.21
share, and related Common Stock
Purchase Rights
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) based on the average of the
bid and asked price of the Common Stock as of August 26, 2009.
(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
300,000 Shares
Common Stock, Par Value $4.00 Per Share,
and Common Stock Purchase Rights
AMENDED AND RESTATED DIVIDEND REINVESTMENT PLAN
The Amended and Restated Dividend Reinvestment Plan (the "Plan")
described in this Prospectus offers the holders ("Stockholders") of
common stock, par value $4.00 per share ("Common Stock"), and
preferred stock, no par value per share ("Preferred 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 or
Preferred Stock automatically reinvested in shares of Common Stock.
This Prospectus relates to 300,000 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 the dividend
is declared. 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.
IF A STOCKHOLDER IS A PARTICIPANT IN THE COMPANY'S PRIOR DIVIDEND
REINVESTMENT PLAN (THE "OLD PLAN"), THE STOCKHOLDER HAS BEEN ENROLLED
AUTOMATICALLY IN THE PLAN. THE SHARES OF THE COMPANY'S COMMON STOCK
THAT THE STOCKHOLDER HELD IN THE OLD PLAN HAVE BEEN TRANSFERRED
AUTOMATICALLY TO THE PLAN.
The Common Stock is listed for quotation on the OTC Bulletin
Board under the designation "First Mid Ill Bancshares Inc." or the
symbol "FMBH". An interested investor may request information about
the market makers from Computershare Trust Company, N.A. (the "Agent")
through the contact information 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 5.
This Prospectus should be retained for future references.
____________________
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.
____________________
The date of this Prospectus is August 27, 2009
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 RELATES.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR
IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED
TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION. 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 THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THIS DATE.
TABLE OF CONTENTS
Page
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WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . . 1
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . 2
FIRST MID-ILLINOIS BANCSHARES, INC. . . . . . . . . . . . . . . . 2
PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . 3
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . 5
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . 5
IF YOU HAVE QUESTIONS CONCERNING THE PLAN . . . . . . . . . . . . 6
AMENDED AND RESTATED DIVIDEND REINVESTMENT PLAN . . . . . . . . . 7
Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Advantages to Participants . . . . . . . . . . . . . . . . . . . 7
Administration . . . . . . . . . . . . . . . . . . . . . . . . . 8
Participation . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Features of the Plan . . . . . . . . . . . . . . . . . . . . . . 9
Purchase of Common Stock . . . . . . . . . . . . . . . . . . . . 11
Expenses under the Plan . . . . . . . . . . . . . . . . . . . . . 12
Reports to Participants . . . . . . . . . . . . . . . . . . . . . 12
Certificate Issuance . . . . . . . . . . . . . . . . . . . . . . 12
Transfer or Sale of Shares . . . . . . . . . . . . . . . . . . . 13
Tax Consequences of the Plan . . . . . . . . . . . . . . . . . . 14
Termination of Participation in the Plan . . . . . . . . . . . . 15
Other Information . . . . . . . . . . . . . . . . . . . . . . . . 16
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . 18
DESCRIPTION OF COMMON STOCK . . . . . . . . . . . . . . . . . . . 18
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . 20
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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 100 F Street
N.E., 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 Internet site at http://www.sec.gov and through our Internet
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) our Annual Report on Form 10-K for the year ended December
31, 2008;
(2) our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2009 and June 30, 2009;
(3) our Current Reports on Form 8-K filed January 29, 2009,
February 11, 2009, February 24, 2009 and June 2, 2009;
(4) All other reports filed pursuant to Section 13(a) and 15(d)
of the Securities Exchange Act of 1934 since the year ended
December 31, 2008; and
(5) The description of the Common Stock contained in our
Registration Statement on Form 8-A filed with the Commission
on April 10, 1985, and the description of the Common Stock
Purchase Rights contained in our Registration Statement on
Form 8-A filed with the Commission on September 23, 1999.
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) 258-0493
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
these securities in any state where the offer is not permitted. You
1
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.
FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference
contain certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended, such as
discussions of the Company's pricing and fee trends, credit quality
and outlook, liquidity, new business results, expansion plans,
anticipated expenses and planned schedules. The Company intends such
forward-looking statements to be covered by the safe harbor provisions
for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995, and is including this statement for
purposes of these safe harbor provisions. Forward-looking statements,
which are based on certain assumptions and describe future plans,
strategies and expectations of the Company, are identified by use of
the words "believe," "expect," "intend," "anticipate," "estimate,"
"project," or similar expressions. Actual results could differ
materially from the results indicated by these statements because the
realization of those results is subject to many uncertainties
including: changes in interest rates, general economic conditions and
those in the Company's market area, legislative/regulatory changes,
monetary and fiscal policies of the U.S. Government, including
policies of the U.S. Treasury and the Federal Reserve Board, the
quality or composition of the loan or investment portfolios and the
valuation of the investment portfolio, demand for loan products,
deposit flows, competition, demand for financial services in the
Company's market area and accounting principles, policies and
guidelines. These risks and uncertainties should be considered in
evaluating forward-looking statements and undue reliance should not be
placed on such statements. Further information concerning the Company
and its business, including additional factors that could materially
affect the Company's financial results, is included in the "Risk
Factors" of this prospectus and elsewhere in this filing and the
Company's other filings with the SEC. Furthermore, forward-looking
statements speak only as of the date they are made. Except as
required under the federal securities laws or the rules and
regulations of the SEC, we do not undertake any obligation to update
or review any forward-looking information, whether as a result of new
information, future events or otherwise.
FIRST MID-ILLINOIS BANCSHARES, INC.
We are a financial holding company, incorporated in Delaware on
September 8, 1981, engaged in the business of banking through our
wholly-owned subsidiary First Mid-Illinois Bank & Trust, N.A. In
addition to engaging in banking activities, we provide data processing
services to affiliates through another wholly-owned subsidiary, Mid-
Illinois Data Services, Inc. We offer insurance products and services
to customers through our wholly-owned subsidiary, The Checkley Agency,
Inc. We also own two statutory business trusts, First Mid-Illinois
Statutory Trust I and First Mid-Illinois Statutory Trust II, both
unconsolidated subsidiaries.
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We and our subsidiaries, collectively, employed 340 people on a
full-time equivalent basis as of June 30, 2009. None of the employees
are covered by a collective bargaining agreement with us. We offer a
variety of employee benefits to our employees.
We have chosen to operate in three primary lines of business -
community banking and wealth management through First Mid-Illinois
Bank & Trust, N.A. and insurance brokerage through The Checkley
Agency, Inc. Of these, for the period from January 1, 2008 to
December 31, 2008, the community banking line contributed
approximately $43.9 million, or approximately 92% of our total
revenues. Within the community banking line, we serve commercial,
retail and agricultural customers with a broad array of deposit and
loan related products. The wealth management line provides estate
planning, investment and farm management services for individuals and
employee benefit services for business enterprises. The insurance
brokerage line provides commercial lines insurance to businesses as
well as homeowner, automobile and other types of personal lines
insurance to individuals. All three lines emphasize a "hands on"
approach to service so that products and services can be tailored to
fit the specific needs of existing and potential
customers. Management believes that by emphasizing this personalized
approach, we can, to a degree, diminish the trend towards homogeneous
financial services, thereby differentiating us from competitors and
allowing for slightly higher operating margins in each of the three
lines.
First Mid-Illinois Bank & Trust, N.A. is regulated by the Office
of the Comptroller of the Currency and the Federal Deposit Insurance
Corporation, and its deposits are insured up to the applicable limits
under the Bank Insurance Fund of the Federal Deposit Insurance
Corporation. First Mid-Illinois Bancshares, Inc. is regulated by the
Board of Governors of the Federal Reserve System.
Our registered office is located at 1515 Charleston Avenue,
Mattoon, Illinois 61938; telephone number: (217) 234-7454.
Our authorized capital stock currently consists of 18,000,000
shares of Common Stock and 1,000,000 shares of Preferred Stock. As of
June 30, 2009, we had issued and outstanding 6,142,404 shares of
Common Stock. As of June 30, 2009, we had issued and outstanding
4,527 shares of Preferred Stock.
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.
3
Use of Proceeds . . . . . 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.
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
and Preferred Stock into additional
shares of Common Stock without
incurring brokerage fees or
commissions.
Eligibility for Dividend Any person or entity who is a record
Reinvestment . . . . . . holder of Common Stock and Preferred
Stock is eligible to participate in
the Plan, provided that the
stockholder completes and signs the
Dividend Reinvestment Plan Enrollment
Form. If a Stockholder was a
participant in the Old Plan, the
Stockholder has been enrolled
automatically in the Plan.
Securities Offered Under Shares of Common Stock are offered
the Plan . . . . . . . . under the Plan pursuant to the terms
and conditions of the Plan, as
described in Questions 9-12 of the
Plan, inclusive.
Purchase Price . . . . . The market price of a share of Common
Stock on the dividend declaration
date. The purchase price will vary
depending on whether the Common Stock
is purchased from the Company or on
the open market. See Question 13 of
the Plan for a definition of the term
"Market Price".
4
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 Trust Company, N.A..
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 of the
Plan for additional information
regarding the Agent.
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.
RISK FACTORS
INVESTING IN OUR COMMON STOCK INVOLVES RISK. FOR A DISCUSSION OF
THE RISKS RELATED TO AN INVESTMENT IN OUR COMMON STOCK, PLEASE SEE THE
"RISK FACTORS" SECTION IN OUR ANNUAL REPORT ON FORM 10-K FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2008, WHICH IS INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. BEFORE MAKING AN INVESTMENT DECISION,
YOU SHOULD CAREFULLY CONSIDER THESE RISKS AS WELL AS THE OTHER
INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS.
THE RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN TO US OR THAT WE
CURRENTLY DEEM IMMATERIAL MAY ALSO IMPAIR OUR BUSINESS OPERATIONS, OUR
FINANCIAL RESULTS AND THE VALUE OF OUR COMMON STOCK.
RISKS RELATING TO PARTICIPATION IN THE PLAN
YOU WILL NOT KNOW THE PRICE OF THE SHARES YOU ARE PURCHASING
UNDER THE PLAN AT THE TIME YOU AUTHORIZE THE INVESTMENT OR ELECT TO
HAVE YOUR DIVIDENDS REINVESTED.
The price of our shares may fluctuate between the time you decide
to purchase shares under the Plan and the time of actual purchase. In
addition, during this time period, you may become aware of additional
information that might affect your investment decision, but you may
not be able to change or cancel your authorization.
5
YOU WILL NOT BE ABLE TO DIRECT THE SPECIFIC TIME OR PRICE AT
WHICH YOUR SHARES ARE SOLD UNDER THE PLAN.
Computershare Trust Company, N.A., the Agent, administers the
Plan. If you instruct the Agent to sell shares under the Plan, you
will not be able to direct the time or price at which your shares are
sold. The price of our shares may decline between the time you decide
to sell shares and the time of actual sale.
IF YOU HAVE QUESTIONS CONCERNING THE PLAN
Any questions regarding the Plan may be directed to either the
Agent or the Company at the addresses below. If contacting the Agent,
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 Plan account.
Computershare Trust Company, N.A.
P.O. Box 43078
Providence, Rhode Island 02940-3078
Tel: (312) 360-5377
www.computershare.com/investor
First Mid-Illinois Bancshares, Inc.
1515 Charleston Avenue
Mattoon, Illinois 61938
Tel: (217) 258-0493
Attn: Shareholder Relations
6
AMENDED AND RESTATED DIVIDEND REINVESTMENT PLAN
The following question and answer format constitutes the Plan.
PURPOSE
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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 and Preferred Stock in additional
shares of Common Stock without paying any brokerage commissions
or service fees. 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.
ELIGIBILITY
-----------
2. WHO IS ELIGIBLE TO PARTICIPATE?
All Stockholders are eligible to participate in the Plan. There
is no requirement to own a minimum number of shares. A
beneficial owner of Common Stock or Preferred Stock whose shares
are registered in another name (for instance, in the name of a
broker or bank nominee) must do one of the following to
participate in the Plan: (i) become holder of record by arranging
for the shares to be transferred to his or her own name, or (ii)
instruct the broker or bank nominee to participate in the Plan.
If Stockholders have questions regarding their eligibility to
participate in the Plan, they should contact the Agent at the
address or telephone number provided in Question 4 below.
ADVANTAGES TO PARTICIPANTS
--------------------------
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 through dividend reinvestment with no
additional action required and without paying any brokerage
commissions or service fees;
7
* the ability to sell shares of Common Stock acquired under
the Plan; and
* the avoidance of safekeeping and record-keeping costs due to
the custodial and reporting services which are provided as
part of the Plan.
ADMINISTRATION
--------------
4. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
Computershare Trust Company, N.A. (i) administers the Plan for
the Company; (ii) serves as Agent for Participants with respect
to the Plan; (iii) keeps records; (iv) sends statements of
account holdings 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 Trust Company, N.A., P.O. Box 43078,
Providence, RI 02940-3078. The Agent may also be contacted by
calling (312) 360-5377, and the Agent's web site is located at
www.computershare.com/investor.
5. WHAT IS THE RESPONSIBILITY OF THE AGENT?
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 or sales 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.
PARTICIPATION
-------------
6. HOW DOES A STOCKHOLDER PARTICIPATE?
A Stockholder may join the Plan at any time by completing and
signing the Dividend Reinvestment Plan Enrollment Form (the
"Enrollment Form") and returning it to the address provided on
the Enrollment Form. Alternatively, a stockholder may join the
plan online through the Agent's website,
www.computershare.com/investor. The Enrollment Form may be
obtained by calling or writing to the Agent.
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7. IF A STOCKHOLDER IS A PARTICIPANT IN THE OLD PLAN, DOES HE OR SHE
NEED TO DO ANYTHING TO ENROLL IN THE PLAN?
If a Stockholder is a participant in the Old Plan, the
Stockholder was automatically enrolled in the Plan when it
replaced the Old Plan on August 27, 2009, and the
Stockholder does not need to take any action to begin
participating in the Plan. However, if the Stockholder wishes to
change his or her participation in any way, the Agent should be
contacted for instructions.
8. WHEN MAY A STOCKHOLDER JOIN THE PLAN?
A Stockholder may join the Plan at any time. If the Agent
receives the Enrollment Form on or before the record date
established for a particular dividend, dividends will be
reinvested beginning with that particular dividend. If the Agent
receives the Enrollment Form after the record date established
for a particular dividend, then dividends will not be reinvested
until the dividend payment date related to the next dividend
record date. The Company generally pays dividends semi-annually
on the Common Stock in January and June and semi-annually on the
Preferred Stock in April and October. For example, in the case
of a June dividend paid on Common Stock, if the Agent receives an
Enrollment Form from a Stockholder before the record date, the
dividend will be fully reinvested. However, if the Agent
receives an Enrollment Form after the dividend record date,
reinvestment of dividends will begin with the January 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
Stockholder.
FEATURES OF THE PLAN
--------------------
9. WHAT ARE THE FEATURES OF THE PLAN?
The Plan has two features: dividend reinvestment and
"safekeeping."
With respect to dividend reinvestment, Participants may elect to
have dividends reinvested on only Common Stock held, only on
Preferred Stock held or full dividend reinvestment which will
reinvest all dividends that become payable on the account, on all
stock now held, or on any future holdings.
Participants 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 12 below). Once the Agent receives the properly
completed and signed Enrollment Form, the Agent will reinvest the
dividends paid by the Company until the Participant terminates
his or her participation in the Plan. See Question 24 below for
9
information regarding a Participant terminating participation in
the Plan.
10. HOW DOES THE REINVESTMENT OF DIVIDENDS WORK?
The reinvestment of dividends operates automatically. The
Company forwards dividend payments to the Agent rather than to
the Participants. The Agent then subtracts any required
withholding for federal income tax purposes (see Question 23
below) from these dividend payments and reinvests the remaining
amount in additional shares of Common Stock.
11. WILL THE PLAN AUTOMATICALLY REINVEST DIVIDENDS PAID ON THE SHARES
OF COMMON STOCK HELD IN PARTICIPANTS' ACCOUNTS UNDER THE PLAN?
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 23 below), in
additional shares of Common Stock.
12. 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 their Plan
account until the Participant requests the certificates. This
safekeeping feature protects Participants against loss, theft or
destruction of stock certificates. This safekeeping service is
available for certificated shares of Common Stock which a
Participant currently owns and for any certificated shares of
Common Stock a Participant subsequently acquires.
If a Participant 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 above, along with either a
completed Transaction Request Form from an account statement or
letter of instruction. THE CERTIFICATES SHOULD NOT BE ENDORSED.
The Agent does not charge a fee for holding shares for
safekeeping. Stockholders may at any time request that
certificates be delivered to them for all or a portion of their
shares held for safekeeping.
10
PURCHASE OF COMMON STOCK
------------------------
13. 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 declaration 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 of Common Stock 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
weighted 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.
14. 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.
15. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR
PARTICIPANTS?
The number of shares to be purchased for a Participant's account
depends upon the number of shares for which dividends are to be
reinvested, the amount of dividends paid on those shares (reduced
by any required withholding for federal income tax purposes (see
Question 23 below)) and the purchase price of the Common Stock.
The Plan will credit each Participant's account with the number
of shares, including fractions computed to six decimal places,
equal to the total amount to be invested divided by the purchase
price per share.
11
EXPENSES UNDER THE PLAN
-----------------------
16. WILL PARTICIPANTS INCUR ANY EXPENSES IN CONNECTION WITH PURCHASES
UNDER THE PLAN?
Participants will not pay any brokerage commissions, service fees
or other charges for the purchase 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, including a fee for duplicate
account statements.
REPORTS TO PARTICIPANTS
-----------------------
17. 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. Participants can also review their
account information through the Investor Centre section of
Agent's website, www.computershare.com/investor.
All statements of account, notices and other communications from
the Agent to the Participant will be addressed to the latest
address of record. Therefore, it is important that the
Participant promptly notify the Agent of any change of address.
CERTIFICATE ISSUANCE
--------------------
18. WILL THE COMPANY ISSUE CERTIFICATES FOR SHARES OF COMMON STOCK
PURCHASED UNDER THE PLAN?
Shares purchased by the Agent for a Participant's account will be
held in the name of the Agent or its nominee. The Agent will
hold these shares for safekeeping. Each Participant's statement
of account will show the number of shares credited to the
Participant's account. Actual certificates are not issued for
shares while they are held under the Plan. The Agent will issue
stock certificates for shares credited to a Participant's account
within 5 business days after receipt of a Participant's request
12
for certificates. Requests can be made by mail, phone or through
the Agent's website. The Agent will not issue certificates
representing fractional shares under any circumstances.
19. 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 mail, phone or
through the Agent's website. Following receipt of the request
for a certificate, a certificate will be mailed to the
Participant within five business days.
The Agent will continue to invest all future dividends paid on
withdrawn shares and on shares remaining in the Participant's
account. If a Participant requests a certificate for all shares
and to terminate their account, a certificate will be issued and
check for any fractional share will be sent (see Question 24
below).
TRANSFER OR SALE OF SHARES
--------------------------
20. HOW DOES A PARTICIPANT SELL SHARES IN THE PLAN ACCOUNT?
A Participant may sell any shares of Common Stock held in the
Plan or held by the Agent for safekeeping by notifying the Agent
by mail, phone or through the Agent's website. 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 request to sell shares, the Agent will attempt
to effectuate the requested sale as soon as is practicable based
on prevailing market conditions. There is a service fee of $15
and a processing fee of $0.12 per share sold. The Agent will
also deduct any amount required to be withheld for income tax
purposes (see Question 23 below) from the proceeds of the sale.
The Agent will generally sell shares within five business days
following its receipt of a 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.
A Participant also may choose to sell his or her shares through a
stockbroker of his or her choice, in which case a Participant
must first request the transfer of his or her shares from the
Agent to his or her brokerage account through the Direct
Registration System. Participants should contact their broker
for more information.
The Company may purchase shares of Common Stock from Participants
should the Company decide to do so, and so long as the Company is
not in a blackout period that prohibits it from doing so. Should
the Company purchase shares of Common Stock from a Participant,
13
it will purchase the shares at the prevailing market price as
determined by the Company in good faith.
21. WHEN WILL THE AGENT EXECUTE A SALE REQUEST, AND HOW IS THE PRICE
DETERMINED?
The Agent will process your sale order promptly following receipt
of, and in no event later than five trading days after, your
order is received. The sale price for shares sold will not be
known until the sale is completed and will be based on the
weighted average price per share sold obtained in the open market
as part of an aggregate order.
22. 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 transfers or sells all the shares of Common
Stock registered in his or her name, dividends on all such shares
held by the Agent in the Participant's account under the Plan,
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.
TAX CONSEQUENCES OF THE PLAN
----------------------------
23. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN
THE PLAN?
The following is only a summary of the tax consequences of
participation in the Plan as of the date of this prospectus. Tax
laws and regulations may change and this summary may not reflect
every possible situation that could result from participating in
the Plan. Accordingly, a Participant should consult with his or
her own tax advisor with respect to the federal, state, local,
foreign and withholding tax consequences applicable to the
Participant's particular situation.
In general, cash dividends paid by the Company with respect to a
Participant's shares are considered taxable income even if they
are reinvested. A Participant's cost basis for federal income tax
purposes on any shares purchased through the Plan is the price at
which the shares are purchased, as reflected on the Participant's
Plan statement or transaction advice. Trading fees paid by the
Company on a Participant's behalf also are considered taxable
income and are included in the cost basis of shares purchased.
The Form 1099 sent both to a Participant and the Internal Revenue
Service at the end of the year shows trading fees paid by the
Company.
Most likely, a Participant will realize taxable income or loss
for federal income tax purposes when shares are sold. A
Participant's tax basis for shares that are sold is the price
14
paid for the shares. The price paid is reflected on a
Participant's statement.
A Participant's holding period for shares purchased through the
Plan begins on the day following the applicable investment date.
For Plan participants who are subject to back-up withholding or
non-U.S. investors who are subject to U.S. federal tax
withholding, the amount of dividends that may be reinvested will
be net of the tax withheld. Non-U.S. investors are responsible
for filing any documentation required to obtain a reduction in,
or refund of, U.S. withholding tax.
PURSUANT TO INTERNAL REVENUE SERVICE CIRCULAR 230, INVESTORS ARE
HEREBY INFORMED THAT THE STATEMENTS IN THE PRECEDING PARAGRAPH
WERE NOT INTENDED OR WRITTEN TO BE USED, AND SUCH STATEMENTS
CANNOT BE USED, BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING ANY
PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER UNDER THE
U.S. INTERNAL REVENUE CODE. THE PRECEDING PARAGRAPH WAS WRITTEN
TO SUPPORT THE OFFERING AND SALE OF THE COMMON STOCK UNDER THE
PLAN. TAXPAYERS SHOULD SEEK ADVICE BASED ON THE TAXPAYER'S
PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
TERMINATION OF PARTICIPATION IN THE PLAN
----------------------------------------
24. HOW DOES A PARTICIPANT TERMINATE PARTICIPATION IN THE PLAN?
A Participant may terminate his or her participation in the Plan
at any time by notifying the Agent by mail, phone or through
the Agent's website of his or her request to terminate
participation. If a termination request is received near a
record date for an account whose dividends are to be reinvested,
the Agent, in its sole discretion, may either distribute such
dividends in cash or reinvest them in shares on the Participants
behalf. In the event reinvestment is made, the Agent will
process the termination request as soon as practicable, but in no
event later than five business days after the investment is
complete.
Following receipt of the notice of termination, the Agent will
transfer the Participants shares into another book-entry account
in the Participants name (or, at the Participants request, will
issue a certificate for such shares) and the Participant will
receive a check for the cash value of any fraction of a share of
Common Stock based on the current market value (as discussed in
Question 13 above) less a service fee of $15 and any processing
fees.
25. CAN THE COMPANY TERMINATE A PARTICIPANT'S PARTICIPATION IN THE
PLAN?
Yes. If a Participant does not have at least one whole share of
Common Stock credited to his account, participation in the Plan
15
may be terminated by the Company upon written notice to the
Participant. In addition, the Company reserves the right, in its
sole discretion, to terminate a Participant's participation in
the Plan for any reason, after written notice is mailed in
advance to the Participant. A Participant whose participation is
terminated will receive the materials described in Question 24
above.
OTHER INFORMATION
-----------------
26. WHAT HAPPENS IF THE COMPANY HAS A RIGHTS OFFERING, ISSUES A STOCK
DIVIDEND OR DECLARES A STOCK SPLIT?
If the Company gives Stockholders the right to purchase
additional shares of Common Stock or other securities, the Agent
will sell or direct the sale of the rights accruing to shares
held in each Participant's account. After deducting any required
withholding for federal tax purposes, the Agent will apply the
net proceeds of the sales to the purchase of the additional
shares until the Participant terminates his or her participation
in the Plan.
Any stock dividend or shares resulting from stock splits 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 24 above).
27. HOW WILL A PARTICIPANT'S PLAN SHARES BE VOTED AT EACH MEETING OF
STOCKHOLDERS?
A Participant will be entitled to vote the shares of Common Stock
held in his or her account. If a Participant holds shares under
the Plan on a record date for a meeting of Stockholders, the
Participant will be given access via the Internet or sent proxy
materials representing both the shares registered in his or her
own name and the shares held in his or her Plan account.
28. 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 an 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.
16
29. 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 of 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.
30. CAN A PARTICIPANT'S ACCOUNT BALANCE BE PLEDGED?
No. A Participant's right under the Plan and shares credited to
the account of a Participant may not be pledged. A Participant
who wishes to pledge his or her shares must request that
certificates for such shares be withdrawn from the Plan and
issued in his or her name.
31. 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.
32. 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.
17
33. WHAT LIABILITIES MAY THE COMPANY AND THE AGENT HAVE TO A
PARTICIPANT IN CONNECTION WITH THE PLAN?
The Plan provides that neither the Company, the Agent (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, including any claim of liability based
on the prices or times at which shares are purchased or sold or
any change in market price of shares or for the payment or amount
of any future dividends and failure to terminate an account upon
the death of a Participant before receiving written notice of
such death and a request to terminate participation from a
qualified representative of the deceased. However, nothing
contained herein shall affect a Participant's right to bring a
cause of action based on alleged violations of federal securities
laws.
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 COMMON STOCK
The Company's Restated Certificate of Incorporation authorizes
the issuance of 18,000,000 shares of Common Stock, par value $4.00 per
share, of which 6,142,404 shares of Common Stock were issued and
outstanding as of June 30, 2009. The Company's Common Stock is traded
on the OTC Bulletin Board under the symbol "FMBH." All of our
outstanding shares of Common Stock are fully paid and non-assessable.
Holders of our Common Stock are entitled to receive such
dividends as are declared by the board of directors, which considers
payment of dividends semi-annually. The ability of the Company to pay
dividends, as well as fund its operations, is dependent upon receipt
of dividends from First Mid-Illinois Bank & Trust, N.A. ("First Mid
Bank"). Regulatory authorities limit the amount of dividends that can
be paid by First Mid Bank without prior approval from such
authorities. For further discussion of First Mid Bank's dividend
restrictions, which would apply to dividends on the Preferred Stock as
well as our Common Stock, see Item 1 - "Business - First Mid Bank -
Dividends," and Item 8 "Financial Statements and Supplementary Data"
Note 17 - "Dividend Restrictions," in our Annual Report on 10-K for
the year ended December 31, 2008.
Holders of our Common Stock are entitled to one vote per share in
all matters to be voted upon by shareholders. Certain amendments to
18
our Restated Certificate of Incorporation, as amended, or the approval
of certain business combinations, require the approval of at least 75%
of our outstanding capital stock entitled to vote. Removal of a
director from our board of directors requires the approval of at least
66 2/3% of our outstanding capital stock entitled to vote.
Additionally, each share of our Common Stock has certain rights
attached to it under our Rights Agreement, dated as of September 21,
1999, between the Company and Harris Trust and Savings Bank, as Rights
Agent. Under the Rights Agreement, each share of our Common Stock
includes a right to purchase eight twenty-sevenths (8/27) of a share
of our Common Stock from the Company at an exercise price of
approximately $37.04, subject to adjustment. Subject to certain
exceptions related to the ownership of our Common Stock by some of our
current largest shareholders, the rights will become exercisable -
* if a person or group
o acquires 15% or more of the voting power of the
Company;
o acquires all or substantially all of the assets of the
Company and its subsidiaries; or
o consummates a merger, consolidation or similar
transaction as a result of which the stockholders of
the Company will own less than 60% of the outstanding
shares of common stock or the common stock of a
publicly traded entity which controls the Company or
into which the Company 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 Company, pursuant to such
transactions); or
* following the announcement of a tender to exchange offer
following which the person or group would hold 15% or
more of the Company's voting power.
Upon the occurrence of any of these acts, each Common Stock purchase
right would be exercisable for that number of shares of the Company's
Common Stock having a value of two times the exercise price of the
Common Stock purchase right. The Common Stock purchase rights will
also become exercisable on or after the date on which the 15%
threshold has been triggered, if the Company is acquired in a merger
or other business combination in which the Company is not the survivor
or in which the Company is the survivor, or 50% or more of the assets
or earning power of the Company and its subsidiaries is sold. At that
time, each Common Stock purchase right will become exercisable for
that number of shares of Common Stock of the acquiring company having
a value of two times the exercise price of the Common Stock purchase
right. The Company may redeem the Common Stock purchase rights at a
price of $.01 per right prior to the occurrence of an event that
causes the Common Stock purchase rights to be exercisable for shares
19
of Common Stock. The Common Stock purchase rights will expire on
September 21, 2009.
Holders of our Common Stock are not entitled to preemptive
rights, and will be notified of any stockholders' meeting according to
applicable law. If the Company liquidates, dissolves or winds-up its
business, either voluntarily or involuntarily, our Common Stockholders
will share equally in the assets remaining after creditors and
preferred stockholders are paid.
EXPERTS
The consolidated financial statements and related consolidated
financial statement schedules of the Company and its subsidiaries,
incorporated in this prospectus by reference from the Company's Annual
Report on Form 10-K for the year ended December 31, 2008, and the
effectiveness of the Company and its subsidiaries' internal control
over financial reporting have been audited by BKD, LLP, an independent
registered public accounting firm, as stated in their reports, which
are incorporated herein by reference. Such consolidated financial
statements and consolidated financial statement schedules have been so
incorporated in reliance upon the reports of such firm given upon
their authority as experts in accounting and auditing.
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 LLP, Chicago, Illinois.
20
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth fees and expenses in connection
with the issuance and distribution of the Common Stock being
registered hereby. Except for the SEC filing fee, all amounts set
forth below are estimates.
Securities and Exchange $312.21
Commission filing fee
Accounting fees and expenses $2,500
Legal fees and expenses $35,000
Plan administrator fees $1,000
TOTAL $38,812.21
ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Article VIII of the Company's Restated Certificate of
Incorporation, as amended, provides in effect that the Company will
indemnify its directors and officers to the extent permitted by the
Delaware law. Section 145 of the Delaware General Corporation law
provides that a Delaware corporation has the power to indemnify its
directors, officers, employees and agents in certain circumstances.
Subsection (a) of Section 145 of the Delaware General Corporation Law
empowers a corporation to indemnify any director, officer, employee or
agent, or former director, officer, employee or agent, who was or is a
party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the Company), against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or proceeding
provided that such director, officer, employee or agent 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 and, with respect to any
criminal action or proceeding, provided that such director, officer,
employee or agent had no reasonable cause to believe that his or her
conduct was unlawful.
Subsection (b) of Section 145 of the Delaware General Corporation
Law empowers a corporation to indemnify any director, officer,
employee or agent, or former director, officer, employee or agent, who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of
the Company to procure a judgment in its favor by reason of the fact
that such person acted in any of the capacities set forth above,
against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action
or suit provided that such person 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, except that no indemnification may be made
in respect of any claim, issue or matter as to which such person has
II-1
been adjudged to be liable to the Company unless and only to the
extent that the Delaware Court of Chancery determines that despite the
adjudication of liability such person is fairly and reasonably
entitled to indemnity for such expenses which the court deems proper.
Section 145 further provides that to the extent that a director
or officer or employee of a corporation has been successful in the
defense of any action, suit or proceeding referred to in subsections
(a) and (b) or in the defense of any claim, issue or matter therein,
he or she will be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection
therewith; that indemnification provided by Section 145 will not be
deemed exclusive of any other rights to which the party seeking
indemnification may be entitled; and the Company is empowered to
purchase and maintain insurance on behalf of a director, officer,
employee or agent of the Company against any liability asserted
against him or her or incurred by him or her in any such capacity or
arising out of his or her status as such whether or not the Company
would have the power to indemnify him or her against such liabilities
under Section 145; and that, unless indemnification is ordered by a
court, the determination that indemnification under subsections
(a) and (b) of Section 145 is proper because the director, officer,
employee or agent has met the applicable standard of conduct under
such subsections will be made by (i) a majority vote of the directors
who are not parties to such action, suit or proceeding, even though
less than a quorum, or (ii) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written
opinion, or (iii) by the stockholders.
ITEM 16. EXHIBITS
Reference is made to the information in the Exhibit Index filed
as part of this registration statement.
ITEM 17. UNDERTAKINGS
a. 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. 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
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registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of 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% 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 (a)(1)(i),
(a)(1)(ii) and (a)(1)(iii) of this section do not
apply if the registration statement is on Form S-3
or Form F-3 and the information required to be
included in a post-effective amendment by those
paragraphs is contained in reports filed with or
furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are
incorporated by reference in the registration
statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of 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 the purpose of determining liability of the
registrant under the Securities Act of 1933 to any
purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that
in a primary offering of securities of the undersigned
registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of
the following communications, the undersigned
registrant will be a seller to the purchaser and will
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be considered to offer or sell such securities to such
purchaser:
i. Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering
required to be filed pursuant to Rule 424;
ii. Any free writing prospectus relating to the
offering prepared by or on behalf of the
undersigned registrant or used or referred to by
the undersigned registrant;
iii. The portion of any other free writing prospectus
relating to the offering containing material
information about the undersigned registrant or
its securities provided by or on behalf of the
undersigned registrant; and
iv. Any other communication that is an offer in the
offering made by the undersigned registrant to the
purchaser.
b. The undersigned registrant hereby undertakes 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 section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to section
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.
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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 Town of Mattoon, State
of Illinois, on August 27, 2009.
FIRST MID-ILLINOIS BANCSHARES,
INC.
(Registrant)
By: /s/ William S. Rowland
-------------------------
Name: William S. Rowland
Title: Chairman, President
and Chief Executive
Officer
POWER OF ATTORNEY
Know All Persons By These Presents, that each person whose
signature appears below constitutes and appoints William S. Rowland
and Michael L. Taylor or any one of them his or her true lawful
attorney-in-fact and agent with full power of substitution and re-
substitution for him or her and in his or her name, place and stead,
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, granting unto
said attorney-in-fact and agent full power and authority, to do and
perform each and every act and thing requisite or necessary to be done
in and about the premises, to all intents and purposes and as fully as
they might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute 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 below by the following persons
in the capacities and on the dates indicated.
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Signature Title Date
--------- ----- ----
/s/ William S. Rowland Chairman, President, August 27, 2009
--------------------------- Chief Executive
William S. Rowland Officer and Director
(Principal Executive
Officer)
/s/ Michael L. Taylor Executive Vice August 27, 2009
--------------------------- President & Chief
Michael L. Taylor Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)
/s/ Charles A. Adams Director August 27, 2009
---------------------------
Charles A. Adams
/s/ Kenneth R. Diepholz Director August 27, 2009
---------------------------
Kenneth R. Diepholz
/s/ Joseph R. Dively Director August 27, 2009
---------------------------
Joseph R. Dively
/s/ Steven L. Grissom Director August 27, 2009
---------------------------
Steven L. Grissom
Director
--------------------------
Benjamin I. Lumpkin
/s/ Gary W. Melvin Director August 27, 2009
--------------------------
Gary W. Melvin
Director
--------------------------
Sara Jane Preston
/s/ Ray Anthony Sparks Director August 27, 2009
--------------------------
Ray Anthony Sparks
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EXHIBIT INDEX
The following documents are filed as part of the registration
statement or are incorporated by reference:
Exhibit Document Description
Number
----------------------------------------------------------------
3.1 Restated Certificate of Incorporation and Amendment to
Restated Certificate of Incorporation of First Mid-
Illinois Bancshares, Inc. (Incorporated by reference to
Exhibit 3(a) to First Mid-Illinois Bancshares, Inc.'s
Annual Report on Form 10-K for the year ended December
31, 1987)
3.2 Amended and Restated Bylaws of First Mid-Illinois
Bancshares, Inc. (Incorporated by reference to Exhibit
3.2 to First Mid-Illinois Bancshares, Inc.'s Current
Report on Form 8-K filed with the SEC on November 14,
2007)
3.3 Certificate of Designation, Preferences and Rights of
Series B 9% Non-Cumulative Perpetual Convertible
Preferred Stock of First Mid-Illinois Bancshares, Inc.
(Incorporated by reference to Exhibit 4.1 to First Mid-
Illinois Bancshares, Inc.'s Current Report on Form 8-K
filed with the SEC on February 11, 2009)
4.1 Rights Agreement, dated as of September 21, 1999,
between First Mid-Illinois Bancshares, Inc. and Harris
Trust and Savings Bank, 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 SEC on September 23, 1999).
5.1 Opinion of Schiff Hardin LLP
23.1 Consent of BKD, LLP
23.2 Consent of Schiff Hardin LLP (included in Exhibit 5.1)
24.1 Powers of Attorney (included on signature pages)
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