SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 8)
First Mid-Illinois Bancshares, Inc.
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(NAME OF ISSUER)
Common Stock, par value $4.00 per share
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(TITLE OF CLASS OF SECURITIES)
320866 106
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(CUSIP NUMBER)
Richard A. Lumpkin
121 South 17th Street
Mattoon, Illinois 61938
(217) 235-3366
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
November 1, 2002
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or
13d-1(g), check the following box [ ].
NOTE. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, SEE the Notes).
(CONTINUED ON FOLLOWING PAGES)
Page 2 of 7 Pages
CUSIP No. 320866 106 13D Page 3 of 7 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Richard Anthony Lumpkin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 189,186 Shares
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
134,729 Shares
9 SOLE DISPOSITIVE POWER
189,186 Shares
10 SHARED DISPOSITIVE POWER
134,729 Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
323,915 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.1
14 TYPE OF REPORTING PERSON
IN
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $4.00 per
share (the "Common Stock"), of First Mid-Illinois Bancshares, Inc., a
Delaware corporation (the "Company"), whose principal executive
offices are located at 1515 Charleston Avenue, Mattoon, Illinois
61938.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Richard Anthony Lumpkin
individually. Mr. Lumpkin is a citizen of the United States of
America. His principal occupation is serving as the Chief Executive
Officer and President of Illinois Consolidated Telephone Company. His
business address is as follows: Illinois Consolidated Telephone
Company, 121 South 17th Street, Mattoon, Illinois 61938.
During the last five years, Mr. Lumpkin (i) has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and (ii) has not been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction resulting in a judgment, decree or final order finding
any violation with respect to federal or state securities laws or
enjoining future violations of, or prohibiting or mandating activities
subject to, such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Since Mr. Lumpkin's most recently filed amendment to this
statement on September 21, 2000, shares of Common Stock for which Mr.
Lumpkin is reporting beneficial ownership herein have been acquired in
the following manner: (i) 1,434 shares have been acquired pursuant to
the deferral of director fees under the Company's Deferred
Compensation Plan; (ii) 19,215 shares have been acquired pursuant to
dividend reinvestment under the Company's Dividend Reinvestment Plan;
(iii) 1,500 shares have been awarded in the form of stock options
under the Company's Stock Incentive Plan; and (iv) 231,640 shares, and
1,250 shares in the form of stock options, respectively, were acquired
pursuant to a three-for-two stock split effected by the Company on
November 16, 2001. No borrowed funds were used for any of the above-
listed acquisitions.
In addition to these acquisitions, Mr. Lumpkin has disposed of
shares since his most recently filed amendment to this statement on
Schedule 13D, which shares are no longer reported herein, and Mr.
Lumpkin is no longer reporting beneficial ownership of certain shares
held by other persons because he no longer holds voting or investment
power over such shares, as described in Item 5 below.
ITEM 4. PURPOSE OF TRANSACTION.
Purchases of shares of Common Stock by Mr. Lumpkin have been for
Page 4 of 7 Pages
investment purposes. Mr. Lumpkin may purchase additional shares from
time to time depending upon price, market conditions, availability of
funds, evaluation of other investment opportunities, and other
factors. Other than as described in Item 5 below, Mr. Lumpkin has no
present intention to sell any shares, although he could determine from
time to time, based upon the same factors listed above for purchases,
to sell some or all of the shares held by him.
Except as set forth above, Mr. Lumpkin does not have any plan or
proposal which relates to any of the following matters:
(a) The acquisition by any person of additional securities of
the issuer, or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the
issuer or of any of its subsidiaries;
(d) Any change in the present board of directors or management
of the issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the issuer;
(f) Any other material change in the issuer's business or
corporate structure;
(g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted
from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a) & (b) Mr. Lumpkin holds sole voting and investment power
over the following shares of Common Stock: (i) 165,059 shares held
individually; and (ii) 19,377 shares held for the account of Mr.
Lumpkin under the Company's Deferred Compensation Plan. In his
Page 5 of 7 Pages
capacity as a director of The Lumpkin Family Foundation, Mr. Lumpkin
is reporting shared voting and investment power over the 67,215 shares
held by The Lumpkin Family Foundation; however, Mr. Lumpkin disclaims
beneficial ownership of these 67,215 shares. Mr. Lumpkin's beneficial
ownership reported herein includes 67,514 shares held by SKL
Investment Group, LLC over which shares Mr. Lumpkin has shared voting
and investment power. Mr. Lumpkin's beneficial ownership reported
herein also includes 4,750 shares which Mr. Lumpkin has the right to
acquire by exercise of outstanding stock options under the Company's
Stock Incentive Plan. Mr. Lumpkin's total beneficial ownership
amounts to 323,915 shares of Common Stock, or 10.1% of the outstanding
shares.
(c) During the past 60 days, Mr. Lumpkin has effected no
transactions in the Common Stock other than (i) a disposition of
82,500 shares at $27.50 per share on November 1, 2002 from Mr. Lumpkin
individually to the Richard Anthony Lumpkin 1990 Personal Income Trust
for the Benefit of Benjamin Iverson Lumpkin dated April 20, 1990; and
(ii) a disposition of 82,500 shares at $27.50 per share on November 1,
2002 from Mr. Lumpkin individually to the Richard Anthony Lumpkin 1990
Personal Income Trust for the Benefit of Elizabeth Arabella Lumpkin
dated April 20, 1990. Mr. Lumpkin holds no voting or investment power
over the 165,000 shares transferred to the foregoing trusts.
(d) Other than the entities described in sub-items (a) & (b)
above, to the knowledge of Mr. Lumpkin, no other person has the right
to receive or the power to direct the receipt of dividends from, or
proceeds from the sale of, the shares of Common Stock beneficially
owned by Mr. Lumpkin.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between Mr. Lumpkin and any person
with respect to any securities of the issuer.
Item 7. Materials to be Filed as Exhibits.
None.
Page 6 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Dated: November 1, 2002
/s/ Richard Anthony Lumpkin
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Richard Anthony Lumpkin
Page 7 of 7 Pages