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 10, 2019
First Busey Corporation
(Exact name of registrant as specified in charter)
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Nevada
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0-15950
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37-1078406
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(State or other jurisdiction
of incorporation) |
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(Commission File Number)
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(I.R.S. Employer Identification
No.) |
100 W. University Ave.
Champaign, Illinois 61820
(Address of principal executive offices) (Zip code)
Champaign, Illinois 61820
(Address of principal executive offices) (Zip code)
(217) 365-4544
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
(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):
☐ Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b– 2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter). ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
As previously announced, on August 21, 2018, First Busey Corporation, a Nevada corporation (“First Busey”), entered into an
Agreement and Plan of Merger (the “Merger Agreement”) with The Banc Ed Corp., a Delaware corporation (“Banc Ed”), pursuant to which Banc Ed will merge into First Busey, with First Busey as the surviving corporation (the “Merger”). On January 10,
2019, First Busey received approval of the Merger from the Board of Governors of the Federal Reserve System.
The Merger, anticipated to be completed on January 31, 2019, remains subject to the satisfaction of customary closing
conditions. At a date following the completion of the Merger, First Busey intends to merge TheBANK of Edwardsville, Banc Ed's wholly-owned bank subsidiary, with and into Busey Bank, First Busey's wholly-owned bank subsidiary, with Busey Bank as
the surviving bank.
This Current Report on Form 8-K includes forward looking statements that are
intended to be covered by the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include but are not limited to comments with respect to the objectives and strategies, financial
condition, results of operations and business of First Busey.
These forward looking statements involve numerous assumptions, inherent risks and
uncertainties, both general and specific, and the risk that predictions and other forward-looking statements will not be achieved. First Busey cautions you not to place undue reliance on these forward-looking statements as a number of important
factors could cause actual future results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward looking statements.
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.
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Date: January 14, 2019
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FIRST BUSEY CORPORATION
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By:
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/s/ Robin N. Elliott
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Name:
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Robin N. Elliott
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Title:
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Chief Operating Officer and Chief Financial Officer
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