8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 7, 2015

Talmer Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Michigan
(State or other jurisdiction of
incorporation) 001-36308
(Commission File Number) 61-1511150
(IRS Employer
Identification No.)

2301 West Big Beaver Rd., Suite 525
Troy, Michigan
(Address of principal executive offices) 48084
(Zip Code)

(248) 498-2802

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01  Other Events.

On January 7, 2015, Talmer Bancorp, Inc. and First of Huron Corp. issued a joint press release announcing that the companies expect the previously announced merger transaction will close on February 6, 2015, subject to the satisfaction of the remaining closing conditions set fort in the merger agreement.  The companies further announced that First of Huron Corp. shareholders previously approved the merger in December 2014 and that all required regulatory approvals for the merger of First of Huron Corp. with and into Talmer Bancorp, Inc. have been received.  A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Cautionary Note Regarding Forward-Looking Information

Some of the statements in this Form 8-K are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the expected timing of the completion of the merger.  These forward looking statements are subject to risks, uncertainties and other factors, such as the inability to meet certain closing terms and conditions,  as well as additional risks and uncertainties contained in the “Risk Factors” and the forward-looking statement disclosure contained in Talmer Bancorp, Inc.’s Annual Report on Form 10-K for the most recently ended fiscal year, any of which could cause actual results to differ materially from future results expressed or implied by those forward-looking statements.  All forward-looking statements speak only as of the date of this Form 8-K.  Talmer Bancorp, Inc. undertakes no duty to update any forward-looking statement made herein.

Item 9.01  Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit No.	Description
99.1	Press release dated January 7, 2015

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TALMER BANCORP, INC.
Dated: January 7, 2015	By:	/s/ David T. Provost
		David T. Provost
		Chief Executive Officer

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EX-99.1

Exhibit 99.1

TALMER BANCORP, INC. AND FIRST OF HURON CORP. MERGER RECEIVES ALL REGULATORY APPROVALS FOR COMPLETION

TROY, Mich., January 7, 2015 /PRNewswire/ — Talmer Bancorp, Inc. (“Talmer”) (Nasdaq: TLMR) and First of Huron Corp. today jointly announced that the companies expect the previously announced merger transaction will close on February 6, 2015, subject to satisfaction of the remaining closing conditions set forth in the merger agreement.  First of Huron Corp. shareholders previously approved the merger in December 2014.  All required regulatory approvals for the merger of First of Huron Corp. with and into Talmer have been received.

About Talmer Bancorp, Inc.

Headquartered in Troy, Michigan, Talmer Bancorp, Inc. is the holding company for Talmer Bank and Trust and Talmer West Bank.  These banks, operating through branches and lending offices in Michigan, Ohio, Indiana, Maryland, Nevada and Illinois, offer a full suite of commercial and retail banking, mortgage banking, wealth management and trust services to small and medium-sized businesses and individuals.

About First of Huron Corporation

First of Huron Corp. headquartered in Bad Axe, Michigan is the holding company for Signature Bank.  The bank has 8 branches serving Michigan’s Lower Peninsula “Thumb Region”.

Forward-Looking Information

Some of the statements in this joint press release of Talmer Bancorp, Inc. and First of Huron Corp. are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the expected timing of the completion of the merger.  These forward looking statements are subject to risks, uncertainties and other factors, such as the inability to meet certain closing terms and conditions,  as well as additional risks and uncertainties contained in the “Risk Factors” and the forward-looking statement disclosure contained in Talmer Bancorp, Inc.’s Annual Report on Form 10-K for the most recently ended fiscal year, any of which could cause actual results to differ materially from future results expressed or implied by those forward-looking statements.  All forward-looking statements speak only as of the date of this press release.  Neither Talmer Bancorp, Inc. nor First of Huron Corp. undertakes any duty to update any forward-looking statement made herein.

FOR MORE INFORMATION CONTACT:

Dennis Klaeser, Chief Financial Officer — Talmer Bancorp, Inc., (248) 649-2301

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