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): April 21, 2005
(April 18, 2005)
FIRST BANCTRUST CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 000-32535 37-1406661
State or other jurisdiction (Commission (IRS Employer
of Incorporation File Number) Identification No.)
206 SOUTH CENTRAL AVENUE, PARIS, IL 61944
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(Address of principal executive offices) (Zip Code)
(217) 465-6381
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(Registrant's telephone number, including area code)
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:
[ ] 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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April 18, 2005, First BancTrust Corporation ("First BancTrust"), a
Delaware corporation, entered into an Agreement and Plan of Reorganization (the
"Merger Agreement") with Rantoul First Bank, S.B. ("Rantoul"), an Illinois
chartered state savings bank, which provides for the merger of an interim
Illinois savings bank to be formed by First BancTrust with and into Rantoul,
with Rantoul being the surviving entity in the merger. Following the merger,
Rantoul will be a wholly-owned subsidiary of First BancTrust. In connection with
the Merger Agreement, First BancTrust entered into a voting agreement with the
individual directors and executive officers of Rantoul pursuant to which they
agreed to vote the shares of Rantoul common stock they own in favor of the
merger. The voting agreement covers approximately 9.8% of the outstanding shares
of Rantoul common stock.
A copy of the Agreement and Plan of Reorganization, the form of Voting
Agreement and a Press Release, dated April 18, 2005, issued by First BancTrust
relating to the merger are attached hereto and are incorporated herein by
reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit Number
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2.1 Agreement and Plan of Reorganization among First
BancTrust Corporation and Rantoul First Bank, S.B. dated
April 18, 2005
10.1 Form of Voting Agreement
99.1 Press Release, dated April 18, 2005.
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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.
FIRST BANCTRUST CORPORATION
Dated: April 21, 2005 /s/ Terry J. Howard
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Terry J. Howard
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit Number
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2.1 Agreement and Plan of Reorganization among First
BancTrust Corporation and Rantoul First Bank, S.B. dated
April 18, 2005
10.1 Form of Voting Agreement
99.1 Press Release, dated April 18, 2005.
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