CHEMICAL FINANCIAL CORP
POS AM, 1996-06-12
STATE COMMERCIAL BANKS
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As filed with the Securities and Exchange Commission on ____________, 1996

                                                 Registration No. 333-00669
===========================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                     POST-EFFECTIVE AMENDMENT NO. 1 TO
                                 FORM S-4
                          REGISTRATION STATEMENT
                     UNDER THE SECURITIES ACT OF 1933

                      CHEMICAL FINANCIAL CORPORATION
          (Exact Name of Registrant as Specified in its Charter)

     MICHIGAN                      6022                     38-2022454
  (State or Other       (Primary Standard Industrial      (IRS Employer
  Jurisdiction of        Classification Code Number)    Identification No.)
 Incorporation or
   Organization)
                           333 EAST MAIN STREET
                          MIDLAND, MICHIGAN 48640
                              (517) 839-5350

(Address, Including Zip Code, and Telephone Number, Including Area Code, of
                   Registrant's Principal Executive Offices)

                                        COPIES OF COMMUNICATIONS TO:

              ALAN W. OTT                     GORDON R. LEWIS
          PRESIDENT AND CHIEF             WARNER NORCROSS & JUDD LLP
           EXECUTIVE OFFICER                900 OLD KENT BUILDING
         333 EAST MAIN STREET              111 LYON STREET, N.W.
        MIDLAND, MICHIGAN 48640          GRAND RAPIDS, MICHIGAN 49503
            (517) 631-3310                     (616) 752-2752

 (Name, Address, Including Zip Code, and Telephone Number, Including Area
                        Code, of Agent For Service)

          Removing from registration 84,000 shares of the 584,000 shares of
the Registrant's Common Stock, $10 par value per share, originally
registered.

          This Post-Effective Amendment No. 1 to the Registration Statement
shall become effective on such date as the Commission, acting pursuant to
Section 8(c) of the Securities Act of 1933, may determine.


===========================================================================


                  REMOVAL OF SECURITIES FROM REGISTRATION


          The Registrant hereby amends Registration Statement No. 333-00669
on Form S-4 to remove from registration 84,000 shares (the "Deregistered
Shares") of Chemical Financial Corporation Common Stock, $10 par value per
share. The Registrant registered the Deregistered Shares for purposes of
the transaction described in the Registration Statement, but did not issue
the Deregistered Shares pursuant to the transaction.










































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                                SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Midland, State of Michigan, on June 3, 1996.


                                 CHEMICAL FINANCIAL CORPORATION
                                 (Registrant)


                                 By /S/ ALAN W. OTT
                                    Alan W. Ott
                                    Chairman of the Board, Chief Executive
                                      Officer and President



     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.


____________________, 1996          _______________________________________
                                    James A. Currie
                                    Director


____________________, 1996          _______________________________________
                                    Michael L. Dow
                                    Director


June 3, 1996                        /S/ ALAN W. OTT
                                    Alan W. Ott
                                    Chairman of the Board, Chief Executive
                                      Officer and President (Principal
                                      Executive Officer)


June 3, 1996                        *______________________________________
                                     Frank P. Popoff
                                     Director


June 3, 1996                        *______________________________________
                                     Lawrence A. Reed
                                     Director


                       -3-
June 3, 1996                        *______________________________________
                                     William S. Stavropoulos
                                     Director


June 3, 1996                        /S/ LORI A. GWIZDALA
                                    Lori A. Gwizdala
                                    Senior Vice President, Treasurer and Chief
                                      Financial Officer (Principal Financial
                                      and Accounting Officer)


                                    *By /S/ LORI A. GWIZDALA
                                        Lori A. Gwizdala
                                        Attorney-in-Fact


*The registrant has previously filed with the Securities and Exchange
Commission the original Powers of Attorney authorizing Lori A. Gwizdala to
sign this Post-Effective Amendment on behalf of certain directors of
Chemical Financial Corporation.






























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