FIRSTMERIT CORP /OH/ Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2016-08-16: Form 8-K; Period of report 2016-08-16; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.01.
- 2016-08-01: Form 8-K; Period of report 2016-07-29; Description 8.01 Other Events; Details 8.01.
- 2016-07-26: Form 8-K; Period of report 2016-07-26; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2016-06-14: Form 8-K; Period of report 2016-06-14; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2016-08-16 | 8-K | 2016-08-16 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.01 Effective August 16, 2016, pursuant to the Merger Agreement, Merger Sub merged with and into FirstMerit, with FirstMerit as the surviving corporation in the Merger. 3.01 As a result of the Merger, FirstMerit no longer fulfills the listing requirements of the NASDAQ Stock Market (the “NASDAQ”). 3.03 The information set forth under Items 1.01, 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 On August 16, 2016, FirstMerit was merged with and into Huntington pursuant to the Merger Agreement, with Huntington as the surviving corporation. 5.02 (b) As of the Effective Time, FirstMerit’s directors ceased serving as directors of FirstMerit and Richard A. Cheap was appointed as the sole director of FirstMerit, who served as the sole director of FirstMerit for the instant in time between the consummation of the Merger and the Second Step Merger. 5.03 Pursuant to the Merger Agreement, as of the Effective Time, the Amended and Restated Articles of Incorporation and the Code of Regulations of Merger Sub became the organizational documents of FirstMerit. 8.01 On August 16, 2016, Huntington issued a press release announcing the completion of the Mergers, a copy of which is attached hereto as Exhibit 99.1. | d226764d8k.htm |
| 2016-08-01 | 8-K | 2016-07-29 | 8.01 Other Events | 8.01 On July 29, 2016, Huntington Bancshares Incorporated (“Huntington”) received the approval from the Board of Governors of the Federal Reserve System to consummate the transactions contemplated by the Agreement and Plan of Merger, dated as of January 25, 2016, by and among Huntington, FirstMerit Corporation (“FirstMerit”) and West Subsidiary Corporation, a direct, wholly owned subsidiary of Huntington (“Merger Sub”), which provides for, among other things, the merger of Merger Sub with and into FirstMerit, with FirstMerit as the surviving corporation, and the subsequent merger of FirstMerit with and into Huntington, with Huntington as the surviving corporation. | d236063d8k.htm |
| 2016-07-26 | 8-K | 2016-07-26 | 2.02 Results of Operations and Financial Condition | 2.02 On July 26, 2016, FirstMerit Corporation (the "Corporation") announced earnings for the quarter ended June 30, 2016. | a8k_q2x2016xdoc.htm |
| 2016-06-14 | 8-K | 2016-06-14 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 13, 2016, FirstMerit Corporation (the “FirstMerit”) held a Special Meeting of Shareholders (the “Special Meeting”) for the purposes of: (i) adopting the Agreement and Plan of Merger, dated as of January 25, 2016, by and among the FirstMerit, Huntington Bancshares Incorporated and West Subsidiary Corporation, as such agreement may be amended from time to time (the “Agreement and Plan of Merger”); (ii) to approve, on and advisory (non-binding) basis, the compensation that certain executive officers of FirstMerit may receive in connection with the merger pursuant to existing agreements or arrangements with FirstMerit; and (iii) to approve one or more adjournments of the Special Meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the FirstMerit merger proposal. | a8k_june13x2016xshrxvote.htm |
| 2016-06-07 | 8-K | 2016-06-07 | 8.01 Other Events | 8.01 On June 7, 2016, FirstMerit Corporation (“FirstMerit”), each of its directors and Huntington Bancshares Incorporated (“Huntington”) reached an agreement in principle regarding the settlement of a putative consolidated class action captioned In re FirstMerit Corp. S’holder Litig., Lead Case No. 5:16-cv-00461 (the “Actions”), pending before the United States District Court for the Northern District of Ohio (the “Court”). | d191745d8k.htm |
| 2016-04-26 | 8-K | 2016-04-26 | 2.02 Results of Operations and Financial Condition | 2.02 On April 26, 2016, FirstMerit Corporation (the "Corporation") announced earnings for the quarter ended March 31, 2016. | a8k_q1x2016xdoc.htm |
| 2016-04-04 | 8-K | 2016-04-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 1, 2016, David G. Goodall, Vice Chairman, Chief Commercial Banking Officer of FirstMerit Corporation (“FirstMerit”), provided FirstMerit with notice of his resignation as an officer and employee of FirstMerit effective April 1, 2016. | a8k_goodallx1q16x442016xdoc.htm |
| 2016-01-28 | 8-K | 2016-01-25 | 1.01 Entry into a Material Definitive Agreement | 1.01 On January 25, 2016, FirstMerit Corporation, an Ohio corporation (“FirstMerit”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Huntington Bancshares Incorporated, a Maryland corporation (“Huntington”) and West Subsidiary Corporation, an Ohio corporation and a direct, wholly owned subsidiary of Huntington (“Merger Sub”). | d126748d8k.htm |
| 2016-01-26 | 8-K | 2016-01-25 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On January 26, 2016, FirstMerit Corporation (the “Corporation”) announced earnings for the quarter ended December 31, 2015. 8.01 On January 26, 2016, the Corporation and Huntington Bancshares Incorporated (“Huntington”) issued a joint press release announcing the signing of a definitive merger agreement pursuant to which, on the terms and subject to the conditions set forth therein, (i) a newly formed wholly owned subsidiary of Huntington will merge with and into the Corporation (the “Merger”), (ii) as soon as reasonably practicable following the Merger, the Corporation will merge with and into Huntington (the “Second Step Merger”) and (iii) following the Second Step Merger, FirstMerit Bank, National Association will merge with and into The Huntington National Bank. | d50431d8k.htm |