-----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, Nii2OPhxt4yxRk+n0IJxXXE5jqRy2BpMUatCRJoDxDQ/UiH0teUNcNcLW4AXRMld fiX1Ln5REYxIEKwhKugARQ== 0000950152-06-006163.txt : 20060727 0000950152-06-006163.hdr.sgml : 20060727 20060727131156 ACCESSION NUMBER: 0000950152-06-006163 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060721 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060727 DATE AS OF CHANGE: 20060727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRSTMERIT CORP /OH/ CENTRAL INDEX KEY: 0000354869 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 341339938 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10161 FILM NUMBER: 06983824 BUSINESS ADDRESS: STREET 1: 111 CASCADE PLAZA STREET 2: 7TH FLOOR CITY: AKRON STATE: OH ZIP: 44308 BUSINESS PHONE: 3309966300 FORMER COMPANY: FORMER CONFORMED NAME: FIRSTMERIT CORP / DATE OF NAME CHANGE: 19980116 FORMER COMPANY: FORMER CONFORMED NAME: FIRSTMERIT CORP DATE OF NAME CHANGE: 19941219 FORMER COMPANY: FORMER CONFORMED NAME: FIRST BANCORPORATION OF OHIO /OH/ DATE OF NAME CHANGE: 19941219 8-K 1 l21542ae8vk.htm FIRSTMERIT 8-K FirstMerit 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) July 21, 2006
FIRSTMERIT CORPORATION
 
(Exact name of registrant as specified in its charter)
         
Ohio   0-10161   34-1339938
 
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
     
III Cascade Plaza, 7th Floor Akron, Ohio   44308
 
(Address of principal executive offices)   (Zip Code)
(330) 996-6300
 
(Registrant’s telephone number, including area code)
 
(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:
    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 5.04   TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT’S EMPLOYEE BENEFIT PLANS.
     On July 27, 2006, FirstMerit Corporation (the “Company”) sent a notice to its directors and executive officers pursuant to Rule 104(b)(2) of Regulation BTR with respect to a blackout period for the FirstMerit Corporation and Affiliates Employees’ Salary Savings Retirement Plan. The notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference. FirstMerit Corporation received the notice required by Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974 on July 21, 2006.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
     (d) Exhibits.
         
Exhibit Number   Description
       
 
  99.1    
FirstMerit Corporation Notice of Blackout Period dated July 27, 2006

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Signature
     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.
         
  FirstMerit Corporation
 
 
  By:   /s/ Terrence E. Bichsel    
    Terrence E. Bichsel   
    Executive Vice President and Chief Financial Officer   
 
Date: July 27, 2006

3

EX-99.1 2 l21542aexv99w1.htm EX-99.1 EX-99.1
 

Exhibit 99.1
July 27, 2006
NOTICE OF BLACKOUT PERIOD AND
SUSPENSION OF TRADING BY
DIRECTORS AND EXECUTIVE OFFICERS
     From August 24, 2006 to September 7, 2006, participants in the FirstMerit Corporation and Affiliates Employees’ Salary Savings Retirement Plan (the “Plan”) will be unable to access their accounts in the Plan in any manner, will be unable to change investments within the Plan, and will be unable to obtain loans or distributions under the Plan. The purpose of the blackout period is to change the Plan’s recordkeeping software and to introduce a new trading platform for the Plan.
     During the blackout period, you, as a director or executive officer of FirstMerit Corporation, are prohibited by law from engaging in certain transactions in the common shares of FirstMerit Corporation (including derivative securities, such as options). Transactions by your family members in FirstMerit Corporation common shares in which you have a pecuniary interest (i.e., those required to be reported on your Section 16 ownership reports) may also be prohibited.
     Regulation BTR, 17 C.F.R. Part 245, adopted by the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002, generally prohibits you from directly or indirectly purchasing, selling or otherwise acquiring or transferring any equity security of FirstMerit Corporation during the blackout period if you acquire or previously acquired such security in connection with your service or employment as a director or executive officer. You will be deemed to have acquired a security in connection with your service or employment as a director or executive officer if you acquired it at a time

 


 

when you were a director or executive officer and obtained it under a compensation plan, contract, authorization or arrangement, as a result of certain types of transactions or business relationships with FirstMerit Corporation or an affiliated entity, or to satisfy FirstMerit Corporation’s minimum ownership requirements or guidelines for directors or executive officers. The trading restriction also applies to FirstMerit securities you acquired prior to becoming or while serving as a director or executive officer as an inducement to service or employment as a director or executive officer, or as a result of a business combination in respect of an equity security of an entity involved in the business combination that you acquired in connection with service or employment as a director or executive officer of such entity.
     Certain transactions are exempt from the prohibition of Regulation BTR, including:
  1.   the reinvestment of dividends or interest under the FirstMerit Corporation Dividend Reinvestment Plan;
 
  2.   any purchase or sale pursuant to a contract, instruction or written plan entered into by you that satisfies 17 C.F.R. §240.10b5-1 and that you entered into before receiving notice of the blackout period;
 
  3.   certain purchases or sales under certain tax-qualified plans;
 
  4.   bona fide gifts and transfers by will or the laws of descent and distribution, pursuant to a domestic relations order or compelled by law; and
 
  5.   any increases or decreases in the number of securities held as a result of a stock split, stock dividend or acquisition of rights pursuant to a pro rata grant to all holders of the same class of equity securities.
     FirstMerit Corporation’s Insider Trading Policy and Section 16 Compliance Program will continue to apply during the blackout period.
     If you have any questions regarding the blackout period or the restrictions on your transactions in common shares of FirstMerit Corporation or if you plan to engage in a transaction in FirstMerit Corporation common shares (including derivative securities, such as options) during the blackout period, please contact:
Terry E. Patton
FirstMerit Corporation
III Cascade Plaza
Akron, Ohio 44308
(330) 384-7033

 

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