<PAGE> 1
As filed with the Securities and Exchange Commission on August 2, 1995
Registration No. 33-
------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
FIRST MANISTIQUE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MICHIGAN 38-2062816
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
130 SOUTH CEDAR STREET
MANISTIQUE, MI 49854
(906) 341-8401
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
RONALD G. FORD, PRESIDENT
130 SOUTH CEDAR STREET
MANISTIQUE, MI 49854
(906) 341-8401
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED PURSUANT
TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX. /X/
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX. / /
<TABLE>
<CAPTION>
==========================================================================================
CALCULATION OF REGISTRATION FEE
==========================================================================================
Proposed Proposed
Title of each class Amount Maximum Maximum Amount of
of Securities to be to be Offering Price Aggregate Registration
Registered Registered Per Unit(2) Offering Price Fee
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares 750,000 Sh $58.00(1) $43,500,000.00(1) $15,000.00
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) The shares will be offered at a price based on fluctuating market prices of
First Manistique Corporation common shares purchased for the particular month.
The registration fee is computed in accordance with Rule 457(c).
<PAGE> 2
PROSPECTUS
FIRST MANISTIQUE CORPORATION
AUTOMATIC DIVIDEND REINVESTMENT PLAN
OFFERING UP TO 750,000 SHARES OF COMMON STOCK
The Automatic Dividend Reinvestment Plan (the "Plan") of First
Manistique Corporation (the "Corporation") provides holders of the Corporation's
common stock ("Common Stock") with a convenient method of purchasing additional
shares of Common Stock without payment of any brokerage commission or service
charge.
The shares purchased under the Plan may be newly issued shares
or shares purchased for participants in the open market, at the Corporation's
option. The Plan currently provides that shares purchased for participants with
reinvested dividends and/or optional payroll deductions will be purchased at
fair market value, as determined in the Plan. The Corporation, however, reserves
the right to modify the pricing or any other provision of the Plan at any time.
The Plan does not represent a change in the Corporation's dividend policy or a
guarantee of future dividends, which will continue to depend on earnings,
financial requirements and other factors. Any holder of record of Common Stock
is eligible to participate in the Plan.
Shareholders who enroll in the Plan will continue to be
enrolled unless they notify First Northern Bank & Trust Agent for the Plan, that
they wish to withdraw from participation (see "Description of the Plan").
Shareholders who do not wish to participate in the Plan will continue to receive
cash dividends (if any), as and when declared by the Board of Directors.
This Prospectus relates to shares of Common Stock of the
Corporation registered for purchase under the Plan. It is suggested that this
Prospectus be retained for future reference.
----------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------------
<PAGE> 3
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY
ANY OF THE SECURITIES OFFERED BY THIS PROSPECTUS
IN ANY JURISDICTION TO ANY PERSON TO WHOM
IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
----------------------
The date of this Prospectus is June 30, 1995.
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<PAGE> 4
No person has been authorized to give any information or to
make any representation other than as contained or incorporated by reference in
this Prospectus. This Prospectus does not constitute an offer of any securities
other than those described on the cover page or an offer to sell or a
solicitation of an offer to buy within any jurisdiction to any person to whom it
is unlawful to make such offer or solicitation within such jurisdiction. Neither
the delivery of this Prospectus nor any sales made under this Prospectus shall
under any circumstances create any implication that there has been no change in
the affairs of the Corporation since the date of this Prospectus.
AVAILABLE INFORMATION
The Corporation is subject to the information requirements of
the Securities Exchange Act of 1934 and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the offices of the Commission at 450
5th Street, N.W., Washington, D.C. 20549; Room 3190, 230 South Dearborn Street,
Chicago, Illinois 60604 and Room 1228, 75 Park Place, New York, New York 10007.
Copies of such material can be obtained from the Public Reference Section of the
Commission at 450 5th Street, N.W., Washington, D.C. 20549 at prescribed rates.
The Corporation will furnish without charge to each person to
whom this Prospectus is delivered, upon the person's written or oral request, a
copy of any or all of the documents described under the caption "Incorporation
of Certain Documents by Reference," other than exhibits to such documents
(unless such exhibits are specifically incorporated by reference into such
documents). Requests should be directed to:
FIRST MANISTIQUE CORPORATION
130 South Cedar Street
Manistique, Michigan 49854
Attention: Secretary
(906) 341-8401
3
<PAGE> 5
FIRST MANISTIQUE CORPORATION
First Manistique Corporation is a registered bank holding
company formed under the Bank Holding Company Act of 1956, as amended. The
principal assets of the Corporation are its ownership of all the outstanding
capital stock of First Northern Bank & Trust, Manistique, Michigan, Bank of
Stephenson, Stephenson, Michigan, The First Manistique Agency, The First
Northern Services Company, and First Rural Relending Company. The subsidiary
banks are engaged in the commercial banking business and provide a full range of
banking services. The agency is engaged in the selling of insurance. The service
company operates a real estate appraisal business. First Rural Relending Company
is a non profit lending corporation.
The Corporation was incorporated under the laws of the State
of Michigan on December 6, 1974. The Corporation's main offices are located at
130 S. Cedar Street, Manistique, Michigan 49854, and its telephone number is
(906) 341-8401.
Aside from the stock of its subsidiaries and various cash
accounts, the Corporation has no substantial assets. The Corporation's income
depends upon dividends received from its subsidiaries, which are limited by
applicable state and federal regulations.
As a bank holding company, the Corporation has broader
corporate powers than its subsidiary banks. These broader corporate powers
principally include the power to engage in certain nonbanking businesses closely
related to banking, to own the capital stock of banks and of business
corporations which are not banks, located either within Michigan or outside of
Michigan, all subject, however, to the provisions of the Bank Holding Company
Act of 1956, as amended, and regulations of the Board of Governors of the
Federal Reserve System.
USE OF PROCEEDS
The Corporation has no basis for estimating precisely the
prices at which the shares of Common Stock will be sold. However, the
Corporation proposes to use the net proceeds from the sale of shares of Common
Stock pursuant to the Plan, when and as received, for general corporate
purposes.
DESCRIPTION OF THE PLAN
The First Manistique Corporation Automatic Dividend Reinvestment Plan
(the "Plan") is described in the following questions and answers. The Plan was
approved by the Board of Directors of the Corporation on July 12, 1995, and
became effective as of October 1, 1995. The Corporation has initially
4
<PAGE> 6
reserved 750,000 shares of authorized and unissued Common Stock for issuance
under the Plan. All shares of Common Stock issued and to be issued by the
Corporation pursuant to the Plan have been or will be, when issued, fully paid
and nonassessable.
1. WHAT IS THE PLAN?
The Plan provides that the Corporation's eligible shareholders may
reinvest their cash dividends automatically in shares of Common Stock.
Shareholders who are also employees of the Corporation's subsidiaries may also
make optional payroll deductions to purchase shares of Common Stock.
2. WHAT IS THE PURPOSE OF THE PLAN AND WHAT ARE ITS ADVANTAGES?
The Plan offers a convenient and economical way for holders of record
of the Corporation's Common Stock to increase their ownership of shares of
Common Stock without incurring brokerage commissions or service charges and
without having to pay full dealer mark-ups, if any. Full investment of funds is
possible under the Plan because the Plan permits fractions of shares, as well as
full shares, to be credited to a participant's account. Participants will be
credited with dividends on full and fractions of shares held under the Plan.
To the extent that shares purchased under the Plan are purchased from
the Corporation from its authorized and unissued shares of Common Stock, the
Corporation will use the proceeds of the sale for working capital or other
general corporate purposes.
3. WHO ADMINISTERS THE PLAN AND WHAT REPORTS WILL PARTICIPANTS RECEIVE
CONCERNING THE PLAN?
First Northern Bank & Trust (the "Agent") will administer the Plan and
make purchases of shares of Common Stock under the Plan for the account of
participants. The Agent will send each participant a statement of his or her
account under the Plan as soon as practicable following each purchase of shares
of Common Stock. The Agent will also provide Plan participants with copies of
any amendments to the Plan and any Prospectuses relating to the Plan together
with information for reporting dividend income for federal income tax purposes.
The Agent will also serve as custodian of shares purchased under the Plan to
protect participants from loss, theft or destruction of stock certificates.
All inquiries, notices, requests and other communications by
participants concerning the Plan should be sent to the Agent at:
First Northern Bank & Trust
130 South Cedar Street
Manistique, Michigan 49854
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<PAGE> 7
Participants may also contact the Agent by telephone at 906-341-8401.
The Corporation reserves the right to assume the administration of the
Plan at any time and without prior notice to Plan participants. In the event the
Agent should resign or otherwise cease to act as an agent or as custodian of
shares under the Plan, the Corporation will make such other arrangements as it
deems appropriate for administration of the Plan and the custody of shares
purchased under the Plan.
4. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
Any shareholder owning of record shares of Common Stock is eligible to
participate in the Plan. If any shareholder owns stock which is registered in a
different name and wishes to participate in the Plan, it will be necessary for
him or her to withdraw his or her shares from "street name" or other
registration and register the stock in his or her own name.
5. HOW DOES AN ELIGIBLE STOCKHOLDER PARTICIPATE?
Any eligible shareholder may participate in the Plan at any time by
completing an authorization card and returning it to the Corporation. The
authorization card will direct the Agent to apply cash dividends on all shares
of Common Stock owned of record by the participant, or on such lesser number of
shares of stock as may be designated by the participant, and all cash dividends
on all shares of Common Stock credited to his or her account under the Plan, to
the purchase of shares of Common Stock. If an authorization card is received
later than the record date for a cash dividend, the dividend will be paid to the
participant in cash and participation in the Plan will begin as of the next
dividend payment date. A new authorization card, decreasing or increasing the
amount of stock subject to the Plan, may be submitted at any time.
6. WHO MAY MAKE OPTIONAL PAYROLL DEDUCTIONS?
Participating shareholders who are employees of the Corporation's
subsidiaries may make optional payroll deductions to the Agent for the purchase
of Common Stock under the Plan. An authorization card with respect to optional
payroll deductions will be effective as of the payroll period next following the
day the authorization card and payroll deduction agreement are executed by the
participant and the employer. Cash received from a participant will be held by
the Agent and used to purchase shares on the first day of the month following
the end of the payroll period.
7. WHEN WILL FUNDS BE INVESTED UNDER THE PLAN?
Cash dividends (if any) will be invested within a reasonable time after
the dividend payment date. Optional payroll deductions
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<PAGE> 8
will invested on the first day of the month following the end of the payroll
period.
8. WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN?
Shares purchased under the Plan will come from the authorized and
unissued shares of the Common Stock or from shares purchased on the open market
as determined by the Corporation. Any market purchases may be in negotiated
transactions and may be on such terms as the Corporation may determine, but
prices may not exceed current market prices at the time of purchase.
9. WHAT IS THE PURCHASE PRICE OF THE SHARES?
The price per share of Common Stock purchased with participant's cash
dividends and/or optional payroll deductions will be determined by the Board of
Directors if the Common Stock is purchased from the Corporation. The price per
share for open market purchases will be determined through negotiation with the
seller. No share of Common Stock will be purchased at a price in excess of
current market prices at the time of purchase.
10. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR A PARTICIPANT?
The number of shares to be purchased depends on the amount of the
participant's dividends and/or optional payroll deductions and the price paid
for the Common Stock. In making purchases for the participant's account, the
Agent will pool the participant's funds with those of other participants. If
funds received on behalf of a participant are insufficient to buy a full share
(or shares) the Agent will credit the participant's account with a fractional
share computed to three decimal places.
11. ARE ANY FEES OR EXPENSES INCURRED BY PARTICIPANTS IN THE PLAN?
Participants will not be responsible for payment of any brokerage
commissions or fees or service charges in connection with the purchase of shares
under the Plan whether their shares are newly issued or purchased on the open
market.
12. WILL CERTIFICATES BE ISSUED TO PARTICIPANTS FOR SHARES PURCHASED?
Normally, certificates for shares purchased under the Plan will not be
issued to participants. Instead, shares purchased for each participant will be
credited to his or her account under the Plan and held for safety and
convenience by the Agent, as custodian. Shares credited to the account of a
participant under the Plan may not be assigned, pledged as collateral or
otherwise transferred. However, either the Corporation or a participant (by
written notice to the Agent) may elect to have certificates for any
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<PAGE> 9
number of full shares credited to the participant's account furnished to the
participant without affecting his or her participation in the Plan. No
certificates will be issued for fractional shares.
13. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?
A participant may withdraw from the Plan at any time by notifying the
Corporation in writing. If a participant's request to withdraw is received by
the Agent before a dividend record date, the amount of the dividend which would
have otherwise been applied for purchase of Common Stock on the related dividend
payment date and all subsequent dividends will be paid to the withdrawing
participant unless he or she re-enrolls in the Plan. If the request is received
on or after the record date but before the dividend payment date, shares will be
purchased for the participant's account and, as a result, the procedure outlined
below for delivery of certificates, sale of shares and cash payments will be
followed.
A request to withdraw from the optional payroll deduction feature of
the Plan will be effective as of the payroll period beginning after the
Corporation's receipt of the written withdrawal request.
When a participant withdraws from the Plan, a certificate for whole
shares credited to his or her account under the Plan will be issued to the
participant. The participant will receive a cash payment for any fractional
share. A participant may not request that the Corporation or the Agent sell the
whole shares credited to his or her Plan account or that the Corporation or the
Agent purchase the shares.
Generally, it will require ten days to two weeks from the time notice
of withdrawal is received by the Agent until share certificates are mailed to a
participant. A longer time is required if the notice is received between a
dividend record date and the dividend payment date.
An eligible shareholder may again become a participant at any time
following his or her withdrawal by following the procedures then in effect for
enrollment in the Plan.
14. WHAT HAPPENS IF THE CORPORATION ISSUES A STOCK DIVIDEND, DECLARES A
STOCK SPLIT, OR HAS A RIGHTS OFFERING?
Stock dividends in the form of Common Stock or split shares distributed
by the Corporation on shares of Common Stock held by the Agent for a participant
will be credited to the participant's Plan Account. Certificates for stock
dividends and split shares distributed on shares of Common Stock registered in
the name of the Participant will be mailed directly to the participant. In the
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<PAGE> 10
event of a subscription rights offering or a dividend in the form of stock other
than Common Stock, such rights or such stock will be mailed directly to a
participant in the Plan in the same manner as to holders of Common Stock not
participating in the Plan.
15. WHO VOTES THE SHARES HELD IN THE PLAN?
Each participant in the Plan will be sent a voting instruction form on
which to indicate how the whole shares held by the Agent and credited to the
participant's account under the Plan are to be voted. If the instruction form is
returned to the Agent on a timely basis and properly signed, the Agent will vote
the whole shares credited to the participant's account in accordance with the
instructions given or, if no instructions are given, in accordance with the
recommendations of the Corporation's management. If the form is not returned,
returned unsigned or returned late, the shares credited to the participant's
account will not be voted.
16. WHAT IS THE TAX STATUS OF REINVESTED CASH DIVIDENDS AND SHARES OF
COMMON STOCK ACQUIRED THROUGH THE PLAN?
Participants are advised to consult their own tax advisors with respect
to the tax consequences of their participation in the Plan. The reinvestment of
cash dividends does not relieve the participant of any income tax payable on
such dividends. In general, the Corporation believes that stockholders who
participate in the Plan will have the same Federal and state income tax
consequences, with respect to dividends payable to them, as any other holder of
Common Stock. A participant will be treated for Federal income tax purposes as
having received, on each dividend payment date, a dividend equal to the full
amount of the cash dividend payable with respect to the participant's shares,
even though that amount is not actually received by the participant in cash but,
instead, is applied to the purchase of additional shares of Common Stock for the
participant's account under the Plan. Each year a participant will receive from
the Agent all required Internal Revenue Service Federal income tax statements
which reflect the dividends paid on shares of Common Stock registered in the
participant's name and the dividends paid on the participant's credited shares
of Common Stock under the Plan.
The Internal Revenue Service has ruled that service fees paid by the
Corporation on a participant's behalf are not subject to income taxes. The
Internal Revenue Service has also ruled that when the Agent makes open market
purchases of Common Stock, the pro-rata share of any brokerage fees attributable
to such purchases will be included in the per-share price. The participant's tax
basis for each share is the per-share price.
A participant will not realize any taxable income upon receipt of
certificates for whole shares of Common Stock acquired through the Plan.
However, a participant who received a cash payment for
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a fractional share credited to a participant's Plan account may have a gain or
loss recognized with respect to such fraction. Gain or loss may also be
recognized by a participant when whole shares of Common Stock are sold by the
participant after withdrawal from the Plan. The amount of such gain or loss will
be the difference between the amount a participant receives for such shares or
fraction of a share, and the purchase cost thereof. The Agent's statements of a
participant's Plan account should be retained by the participant to help
determine the tax basis of shares of Common Stock acquired through the Plan.
17. WHAT IS THE RESPONSIBILITY OF THE CORPORATION AND AGENT UNDER THE PLAN?
Neither the Corporation nor the Agent shall be liable in administering
the Plan for any act done in good faith, or for any good faith omission to act,
including, without limitation, any claims of liability: (1) arising out of
failure to terminate the participant's Plan Account upon such participant's
death prior to receipt of notice in writing of such death; (2) with respect to
the prices at which shares of Common Stock are purchased or sold for the
participant's Plan Account and the time when such purchases or sales are made
(provided, however, that nothing herein shall be deemed to constitute a waiver
of any rights that a participant might have under the Securities Exchange Act of
1934 or other applicable State securities laws); and (3) for any fluctuations in
the market price after purchase or sale of shares of Common Stock.
18. WHO INTERPRETS AND REGULATES THE PLAN?
The Board of Directors of the Corporation reserves the right to
interpret and regulate the Plan.
19. MAY THE PLAN BE AMENDED OR DISCONTINUED?
The Board of Directors of the Corporation may suspend, amend, or
terminate the Plan at any time. Participants will be notified of any such
suspension, amendment or termination.
LEGAL OPINION
The validity of the shares of the Corporation's Common Stock
being offered has been passed upon by Foster, Swift, Collins & Smith, P.C., 313
S. Washington Square, Lansing, MI 48933.
EXPERTS
The financial statements of the Corporation as of December 31,
1994 and 1993 and for each of the years in the three-year period ended December
31, 1994 incorporated by reference in this Prospectus have been incorporated
herein in reliance upon the report of Schneider, Larche, Haapala & Company,
independent
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certified public accountants, and upon the authority of said firm as experts in
accounting and auditing.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed in (a) through (d) below and all
documents subsequently filed pursuant to Sections 13(a), 13(c), 14, and 15(d) of
the Securities Exchange Act of 1934, prior to the termination of the offering,
shall be deemed to be incorporated by reference in this Prospectus.
(a) The Corporation's latest annual report on Form
10-K filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 which contains, either
directly or by incorporation by reference, certified financial
statements for the Corporation's latest fiscal year for which
a Form 10-K was required to have been filed.
(b) All other reports filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since the end
of the fiscal year covered by the annual report referred to in
(a) above.
(c) The description of the Corporation's Common
Stock, registered under Section 12 of the Securities Exchange
Act of 1934, contained in the Corporation's Form 10, filed
with the SEC on May 8, 1992, including any amendment or
reports filed for the purpose of updating such description.
(d) All information included in the future in
appendixes to the First Manistique Corporation Automatic
Dividend Reinvestment Plan Prospectus.
INDEMNIFICATION
The Michigan Business Corporation Act and provisions of the
Corporation's By-laws provide for indemnification of the Corporation's directors
and officers in a variety of circumstances against liabilities arising in
connection with the performance of their duties. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling the Corporation pursuant to the
foregoing provisions, the Corporation has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is therefore unenforceable.
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<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses payable by the Corporation in connection with the
issuance and distribution of the securities being registered are estimated to
be:
<TABLE>
<S> <C>
Registration Fee . . . . . . . . . . . . . . . $15,000
Legal Fees and Expenses* . . . . . . . . . . . $ 5,000
Accountant's Fees and Expenses*. . . . . . . . $ 1,800
Miscellaneous Expenses*. . . . . . . . . . . . $ 500
-------
TOTAL $22,300
=======
</TABLE>
*Except for the registration fee all expenses are estimates
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The bylaws of the Corporation provide that the Corporation
shall indemnify to the full extent permitted by law any person who is made, or
threatened to be made, a party to any action, suit or proceeding (whether civil,
criminal, administrative or investigative) by reason of the fact that he, or a
person of whom he is the legal representative, is or was a director, officer,
employee or agent of the Corporation or serves or served any other enterprise at
the request of the Corporation.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
4(a) The First Manistique Corporation Automatic Dividend
Reinvestment Plan.
4(b) Authorization Card.
5 Opinion of Counsel.
23(a) Consent of independent certified public accountant.
23(b) Consent of Counsel (see Exhibit 5).
</TABLE>
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<PAGE> 14
ITEM 17. UNDERTAKINGS
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registrant Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii)To reflect in the Prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate represent a fundamental
change in the information set forth in the Registrant
Statement;
(iii)To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each such filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
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<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Manistique and the State of Michigan, on July 12,
1995.
FIRST MANISTIQUE CORPORATION
By: /s/ Ronald G. Ford
---------------------------
Ronald G. Ford, President and
Principal Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Form S-3 Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Ronald G. Ford President (Principal 7/12/95
- ------------------------ Executive Officer) and
Ronald G. Ford Director
/s/ Fred LaMuth Secretary (Principal 7/12/95
- ------------------------ Financial and Accounting
Fred LaMuth Officer)
/s/ Stanley J Gerou II Director 7/12/95
- ------------------------
Stanley J. Gerou, II
/s/ Loren Hulsizer Director 7/12/95
- ------------------------
Loren Hulsizer
/s/ Thomas G. King Director 7/12/95
- ------------------------
Thomas G. King
/s/ John Lindroth Director 7/12/95
- ------------------------
John Lindroth
/s/ Charles B. Beaulieu Director 7/12/95
- ------------------------
Charles B. Beaulieu
</TABLE>
II-3
<PAGE> 16
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ John B. Clark Director 7/12/95
- --------------------------
John B. Clark
/s/ Ernest D. King Director 7/12/95
- --------------------------
Ernest D. King
/s/ C. Ronald Dufina Director 7/12/95
- --------------------------
C. Ronald Dufina
/s/ Michael C. Hendricksen Director 7/12/95
- --------------------------
Michael C. Hendricksen
/s/ John P. Miller Director 7/12/95
- --------------------------
John P. Miller
/s/ William E. Putvin Director 7/12/95
- --------------------------
William E. Putvin
</TABLE>
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EXHIBITS
<TABLE>
<CAPTION>
Exhibit Page
Number Description Number
- ------- ----------- ------
<S> <C> <C>
4(a) The First Manistique Corporation Automatic Dividend
Reinvestment Plan. 18
4(b) Authorization Card. 29
5 Opinion of Counsel. 32
23(a) Consent of Independent Certified Public Accountant. 35
23(b) Consent of Counsel (see Exhibit 5).
</TABLE>
<PAGE> 1
Exhibit 4(a)
<PAGE> 2
FIRST MANISTIQUE CORPORATION
AUTOMATIC DIVIDEND REINVESTMENT PLAN
<PAGE> 3
FIRST MANISTIQUE CORPORATION
AUTOMATIC DIVIDEND REINVESTMENT PLAN
<TABLE>
<CAPTION>
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ARTICLE TITLE PAGE
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<S> <C> <C>
Article I PURPOSE................................................. 1
Article II DEFINITIONS............................................. 1
2.1 Definitions............................................. 1
Article III PARTICIPATION........................................... 2
3.1 Eligibility............................................. 2
3.2 Election to Participate................................. 2
3.3 Commencement of Participation........................... 2
3.4 Optional Payroll Deduction.............................. 3
3.5 Investment Options...................................... 3
3.6 Amendment of Authorization Card......................... 3
Article IV PURCHASE OF COMMON STOCK................................ 3
4.1 Dividend Reinvestment and Optional
Payroll Deductions.................................... 3
4.2 Time of Purchases....................................... 3
4.3 Purchase Price.......................................... 4
4.4 Commingling of Monies................................... 4
4.5 Remaining Funds......................................... 4
4.6 Costs to Participants................................... 4
Article V ADMINISTRATION.......................................... 4
5.1 Appointment of Agent.................................... 4
5.2 Duties of Agent......................................... 4
5.3 Resignation of Agent.................................... 4
5.4 Liability of the Corporation and the Agent.............. 5
5.5 Reports to Participants................................. 5
Article VI DISTRIBUTIONS........................................... 5
6.1 Withdrawal of Participation............................. 5
6.2 Issuance of Stock Certificates.......................... 6
6.3 Termination of the Plan................................. 6
6.4 Disposition of All Shares............................... 6
Article VII MISCELLANEOUS........................................... 7
7.1 Non-Guarantee of Profits................................ 7
7.2 Other Services.......................................... 7
7.3 Pledging of Common Stock................................ 7
7.4 Voting of Shares........................................ 7
7.5 Income Tax.............................................. 7
7.6 Stock Dividends and Related Matters..................... 7
7.7 Suspension, Modification or
Termination of the Plan............................... 7
7.8 Governing Law........................................... 8
</TABLE>
<PAGE> 4
FIRST MANISTIQUE CORPORATION
AUTOMATIC DIVIDEND REINVESTMENT PLAN
ARTICLE I
PURPOSE
Effective October 1, 1995, the Corporation has adopted the
First Manistique Corporation Automatic Dividend Reinvestment Plan in order to
provide a convenient and economical way for holders of the Corporation's Common
Stock to increase their ownership of shares of Common Stock. Once a
Shareholder is enrolled as a Participant in the Plan, his or her dividends
and/or optional payroll deductions will be used to purchase the Corporation's
Common Stock under the terms of the Plan.
The Plan is not subject to the provisions of the Employee
Retirement Income Security Act of 1974.
ARTICLE II
DEFINITIONS
2.1 Definitions: The following words and phrases shall, when used
herein, have the following respective meanings unless the context clearly
indicates otherwise:
(a) Agent: First Northern Bank & Trust who will
administer the Plan and make purchases of shares of Common Stock under the Plan
for the Plan Account of Participants.
(b) Authorization Card: The form provided to a
Shareholder by the Corporation which a Shareholder completes, that directs the
Agent to apply cash dividends on any number of shares of Common Stock owned by
record by the Shareholder and/or optional payroll deductions, and all cash
dividends on all shares of Common Stock credited to his or her Plan Account
under the Plan, to the purchase of shares of Common Stock.
(c) Board of Directors: The Corporation's governing body
according to law and the Corporation's governing documents.
(d) Common Stock: The Corporation's authorized shares of
Common Stock.
(e) Corporation: First Manistique Corporation, a bank
holding company, organized and existing under the laws of the State of
Michigan.
(f) Effective Date: October 1, 1995, the date on which
the provisions of this Plan become effective.
<PAGE> 5
(g) Employee: A Shareholder who, on or after the
Effective Date, is receiving remuneration for personal services rendered to the
Employer.
(h) Employer: First Northern Bank & Trust, a bank
corporation organized and existing under the laws of the State of Michigan,
Bank of Stephenson, a bank corporation organized and existing under the laws of
the State of Michigan, First Northern Services Company, a corporation organized
and existing under the laws of the State of Michigan, and First Manistique
Agency, a corporation organized and existing under the laws of the State of
Michigan, or their respective successor or successors.
(i) Investment Date: For cash dividends, the quarterly
cash dividend payment dates (if any) for the Common Stock. For optional
payroll deductions, the first day of each month.
(j) Participant: A Shareholder participating in the Plan
in accordance with the provisions of Article III.
(k) Plan: The First Manistique Corporation Automatic
Dividend Reinvestment Plan.
(l) Plan Account: The account maintained for a
Participant to record the crediting of cash dividends, optional payroll
deductions, shares of Common Stock, and adjustments relating thereto.
(m) Shareholder: Any registered holder of the
Corporation's Common Stock. Beneficial owners of Common Stock whose shares are
registered in street or nominee names are not considered Shareholders for
purposes of the Plan unless they become registered holders by having such
shares reissued in their names.
ARTICLE III
PARTICIPATION
3.1 Eligibility: As of the Effective Date, any Shareholder is
eligible to participate in the Plan.
3.2 Election to Participate: An eligible Shareholder may join the
Plan by completing an Authorization Card and returning it to the Corporation.
An Authorization Card shall remain in effect until amended by the Participant,
or until termination of the Plan, whichever occurs first.
3.3 Commencement of Participation: Reinvestment of cash dividends
in Common Stock shall commence with the next Investment Date after receipt of
the Authorization Card by the Corporation, provided it is received by the
Corporation on or before the record date for that cash dividend. If an
Authorization Card is received
2
<PAGE> 6
later than the record date for a cash dividend, the dividend will be paid to
the Participant in cash and participation in the Plan will commence as of the
next Investment Date.
3.4 Optional Payroll Deductions: An Employee Participant may make
optional payroll deductions for the purchase of Common Stock under the Plan.
An Authorization Card with respect to optional payroll deductions shall be
effective as of the payroll period next following the day the Authorization
Card and accompanying payroll deduction agreement are executed by the Employee
and the Employer. Investment of optional payroll deductions in Common Stock
will commence with the next Investment Date after receipt of the Authorization
Card by the Corporation. Cash received from an Employee Participant will be
held by the Agent and used to purchase Common Stock on the next Investment
Date.
3.5 Investment Options: The Authorization Card shall direct the
Agent to apply cash dividends on all shares of Common Stock owned of record by
the Participant, or on such lesser number of shares as may be designated by the
Participant, any optional payroll deductions, and all cash dividends on all
shares of Common Stock credited to his or her Plan Account, to the purchase of
Common Stock.
3.6 Amendment of Authorization Card: A Participant may amend his
or her Authorization Card at any time by completing a new Authorization Card
and returning it to the Corporation. Any amendment shall be effective as of
the record date coinciding with, or next following, the date the amendment is
received by the Corporation, and/or the next payroll period with respect to an
Employee Participant.
ARTICLE IV
PURCHASE OF COMMON STOCK
4.1 Dividend Reinvestment and Optional Payroll Deductions: On
each Investment Date a Participant's dividends on the shares of Common Stock in
his Plan Account and/or optional payroll deductions shall be remitted by the
Corporation to the Agent. The Agent shall reinvest that dividend and/or
optional payroll deduction in authorized and unissued shares of Common Stock or
from shares of Common Stock purchased on the open market as determined by the
Corporation.
The Agent shall credit whole and fractional shares of Common
Stock to the Participant's Plan Account (computed to three decimal places). A
fractional share of Common Stock shall earn a proportionate share of future
dividends.
4.2 Time of Purchases: Purchases of Common Stock under Section
4.1 shall be made by the Agent on the Investment Date or
3
<PAGE> 7
within a reasonable time thereafter, subject to the Agent's discretion, except
where curtailment or suspension of purchases is necessary to comply with
applicable provisions of federal or state securities laws.
4.3 Purchase Price: The per-share price of Common Stock purchased
from the Corporation under the Plan shall be at fair market value as determined
by the Board of Directors. Any market purchases may be on such terms as the
Corporation may determine. No share of Common Stock shall be purchased under
the Plan at a price in excess of current market prices at the time of purchase.
4.4 Commingling of Monies: In making purchases for Participants'
Plan Accounts, the Agent may commingle a Participant's cash dividends and/or
optional payroll deductions with those of others participating in the Plan so
as to purchase the maximum number of whole shares of Common Stock. It is
understood that any monies held under the Plan shall not bear interest.
4.5 Remaining Funds: Any cash dividends and/or optional payroll
deductions remaining after purchase of the maximum number of shares of Common
Stock under Section 4.1 shall be retained and applied to the purchase of Common
Stock on the next Investment Date.
4.6 Costs to Participants: The Participant shall incur no costs
for purchases of Common Stock by the Agent. Service charges, such as
administration fees, are the responsibility of the Corporation.
ARTICLE V
ADMINISTRATION
5.1 Appointment of Agent: The Board of Directors shall appoint an
Agent to administer the Plan and make purchases of Common Stock as agent for
the Participants. The Board of Directors reserves the right to interpret and
regulate the Plan. The Board of Directors has the authority to change the
Agent at any time.
5.2 Duties of Agent: The Agent shall administer the Plan, keep
records, send statements of account activity and other required reports to
Participants, and perform any other duties related to the Plan. Common Stock
purchased under the Plan and held by the Agent shall be registered in its name
or the name of its agent designated for that purpose, as agent for each
Participant.
5.3 Resignation of Agent: Should the Agent resign or otherwise
cease to act as agent for the Participants, the Board of
4
<PAGE> 8
Directors shall make other arrangements as it deems appropriate for the
administration of the Plan.
5.4 Liability of the Corporation and the Agent: Neither the
Corporation, the Agent, nor any agent employed by the Agent shall be liable in
administering the Plan for any act done in good faith, or for any good faith
omission to act, including, without limitation, any claims of liability:
(a) arising out of failure to terminate the Participant's
Plan Account upon such Participant's death prior to receipt of notice in
writing of such death;
(b) with respect to the prices at which shares of Common
Stock are purchased or sold for the Participant's Plan Account and the time
when such purchases or sales are made (provided, however, that nothing herein
shall be deemed to constitute a waiver of any rights that a Participant might
have under the Securities Exchange Act of 1934 or applicable state securities
laws); and
(c) for any fluctuations in the market price after
purchase or sale of shares of Common Stock.
5.5 Reports to Participants: Each Participant shall receive the
following reports:
(a) Purchase Reports. As soon as practicable following
each purchase of shares of Common Stock for a Participant, the Participant
shall receive a statement showing the amount invested, purchase price, the
number of shares purchased, total shares accumulated, and other relevant
information for the year to date.
(b) Other Reports. Each Participant shall receive copies
of the same communications sent to all other holders of shares of Common Stock,
including the Corporation's quarterly reports and annual report to
shareholders, a notice of the annual meeting and proxy statement and Internal
Revenue Service information (on Form 1099-DIV) for reporting dividend income
received.
(c) Address. All notices, statements and reports from
the Agent to a Participant shall be addressed to the Participant at his or her
last address of record with the Agent. The Participant agrees to notify the
Agent promptly in writing of any change of address.
ARTICLE VI
DISTRIBUTIONS
6.1 Withdrawal of Participation: A Participant may withdraw his
or her participation in the Plan at any time by giving written
5
<PAGE> 9
notice to the Corporation. If the request to withdraw is received by the
Corporation on or after the record date for a dividend payment, any dividend
paid on the Investment Date shall be invested for the Participant's Plan
Account. In addition, if the request to withdraw relates to the optional
payroll deduction feature of the Plan, said request shall be effective with the
payroll period beginning after the Corporation's receipt of the written
withdrawal request. Within a reasonable time following such Investment Date,
the Agent shall send the Participant at no charge, a certificate in the
Participant's name, for the whole shares of Common Stock in the Participant's
Plan Account and a cash payment shall be made for any fraction of a share.
6.2 Issuance of Stock Certificates:
(a) Registration of Certificates. Certificates for
shares of Common Stock purchased for a Participant shall be registered in the
name of the Agent or its agent and shall not be issued in the Participant's
name while the Participant is enrolled in the Plan.
(b) Reissuance in Participant's Name. A Participant who
desires to continue participation in the Plan, but elects to have the whole
shares of Common Stock credited to the Participant's Plan Account reissued in
the Participant's name, can do so at no charge upon written request to the
Agent. Certificates for fractional shares of Common Stock shall not be issued
under any circumstances.
If the request to have whole shares of Common Stock
reissued in the Participant's name is received by the Agent on or after the
record date for a dividend payment, any dividend paid on the aforementioned
whole shares on the Investment Date shall be invested for the Participant's
Plan Account. The request shall be processed within a reasonable time
following such Investment Date.
6.3 Termination of the Plan: In the event the Corporation should
terminate the Plan, within a reasonable time following termination, the Agent
shall send each Participant a certificate in the Participant's name, for the
whole shares of Common Stock in the Participant's Plan Account and a cash
payment shall be made for any fraction of a share.
6.4 Disposition of All Shares: If a Participant disposes of all
shares of Common Stock registered in the Participant's name, the Agent shall
continue to reinvest the dividends on the shares credited to the Participant's
Plan Account until otherwise notified.
6
<PAGE> 10
ARTICLE VII
MISCELLANEOUS
7.1 Non-Guarantee of Profits: Nothing contained herein shall be
construed as an assurance by the Corporation of a profit to the Participant or
protection against loss on the shares of Common Stock purchased under the Plan.
7.2 Other Services: The Agent may charge the Participant for
services performed at the request of a Participant and not provided for herein.
7.3 Pledging of Common Stock: Shares of Common Stock credited to
the Participant's Plan Account under the Plan may not be pledged. A
Participant who wishes to pledge such shares must request that certificates for
such shares be issued in the Participant's name.
7.4 Voting of Shares: For each meeting of shareholders, a
Participant shall receive proxy material that will enable the Participant to
vote both the shares of Common Stock registered in the Participant's name
directly and/or whole shares of Common Stock credited to the Participant's Plan
Account.
7.5 Income Tax: It is understood by the Participant that the
reinvestment of dividends and/or optional payroll deductions does not relieve
the Participant of any income tax which may be payable. The Corporation shall
not withhold taxes from dividends, unless the Internal Revenue Service directs
the Corporation to withhold on any dividend payment to specified Participants
who under-report dividend income. In such a situation, the amount withheld
shall not be reinvested under the Plan.
7.6 Stock Dividends and Related Matters: Stock dividends in the
form of Common Stock or stock splits distributed by the Corporation on shares
of Common Stock held by the Agent for a Participant shall be credited to the
Participant's Plan Account. Certificates for such stock dividends and stock
splits distributed on shares of Common Stock registered in the name of the
Participant shall be made directly to the Participant. In the event of a
subscription rights offering or a dividend in the form of a stock other than
Common Stock, such rights or other stock shall be mailed directly to a
Participant in the Plan in the same manner as to holders of Common Stock not
participating in the Plan.
7.7 Suspension, Modification, or Termination of the Plan:
Notwithstanding anything herein to the contrary, the Corporation reserves the
right to interpret and regulate the Plan as it deems desirable or necessary.
The Corporation reserves the right to suspend, modify, or terminate the Plan at
any time, but such action shall have no retroactive effect that would prejudice
the interests
7
<PAGE> 11
of Participants. Notice of any such suspension, modification, or termination
shall be sent to all Participants at least 30 days prior to the effective date
thereof.
7.8 Governing Law: The terms and conditions of this Plan, the
Authorization Card signed by the Participant (which is deemed a part of this
Plan), and the Plan's operation shall be governed by and construed in
accordance with the laws of the State of Michigan and the rules of the
Securities and Exchange Commission.
Dated this twelfth day of July, 1995.
FIRST MANISTIQUE CORPORATION
By: /s/ Ronald G. Ford
-------------------------------
Ronald G. Ford, President
8
<PAGE> 1
Exhibit 4(b)
<PAGE> 2
EE FIRST MANISTIQUE CORPORATION
AUTOMATIC DIVIDEND
REINVESTMENT PLAN
AUTHORIZATION CARD
THIS IS NOT A PROXY
RETURN THIS CARD ONLY IF YOU
WISH TO JOIN THE PLAN.
So that we may identify your account, please PRINT your name and address below
in addition to signing the card.
NAME:___________________________________________
ADDRESS:________________________________________
CITY/ST/ZIP:____________________________________
*IMPORTANT: READ INSTRUCTIONS ON REVERSE BEFORE COMPLETING AND SIGNING.
I hereby appoint First Northern Bank & Trust as my agent under the terms and
conditions of the Automatic Dividend Reinvestment Plan as described in the
Prospectus of the Plan which accompanied this card to receive and apply to the
purchase of shares without charge as provided in the Plan the following:
/ / 1. FULL DIVIDEND REINVESTMENT - any dividends that may become payable
to me on all First Manistique Corporation Common Stock now or hereafter
registered to me.
/ / 2. PARTIAL DIVIDEND REINVESTMENT - any dividends that may become
payable to me on the following shares of my First Manistique Corporation Common
Stock: Shs.
/ / 3. OPTIONAL PAYROLL DEDUCTIONS - my optional payroll deductions as set
forth in the attached Payroll Deduction Agreement.
I understand that I may change or revoke this authorization at any time by
notifying First Manistique Corporation, in writing, of my desire to change or
terminate my participation.
Date:__________________________________________
Shareholder:___________________________________
Shareholder:___________________________________
ALL JOINT OWNERS MUST SIGN.
________________________________________________________________________________
INSTRUCTIONS
1. Please check only one of the first 2 boxes (No. 1 or No. 2) and/or box
No. 3. If you do not check any box, then Box 1 - FULL DIVIDEND
REINVESTMENT will be assumed.
2. If you checked Box 2, and:
-If you wish to reinvest cash dividends on ALL of the shares
now registered in your name but not on any additional shares
that may be registered in your name in the future, write the
total number of shares now registered in your name in the
space provided.
-If you wish to reinvest cash dividends on LESS THAN ALL of
the shares now registered in your name and continue to receive
a check for cash dividends on the remaining shares, write the
number of shares on which you do wish dividends reinvested in
the space provided.
3. Under each of the options, regardless of the one you select, dividends
received on shares accumulated and held under the Plan will be
reinvested.
4. Be sure to date and sign the card and return it to First Manistique
Corporation of 130 South Cedar Street, Manistique, Michigan, 49854.
<PAGE> 3
SH FIRST MANISTIQUE CORPORATION
AUTOMATIC DIVIDEND
REINVESTMENT PLAN
AUTHORIZATION CARD
THIS IS NOT A PROXY
RETURN THIS CARD ONLY IF YOU
WISH TO JOIN THE PLAN.
So that we may identify your account, please PRINT your name and address below
in addition to signing the card.
NAME:__________________________________________
ADDRESS:_______________________________________
CITY/ST/ZIP:___________________________________
*IMPORTANT: READ INSTRUCTIONS ON REVERSE BEFORE COMPLETING AND SIGNING.
I hereby appoint First Northern Bank & Trust as my agent under the terms and
conditions of the Automatic Dividend Reinvestment Plan as described in the
Prospectus of the Plan which accompanied this card to receive and apply to the
purchase of shares without charge as provided in the Plan the following:
/ / 1. FULL DIVIDEND REINVESTMENT - any dividends that may become payable
to me on all First Manistique Corporation Common Stock now or hereafter
registered to me.
/ / 2. PARTIAL DIVIDEND REINVESTMENT - any dividends that may become
payable to me on the following shares of my First Manistique Corporation Common
Stock: Shs.
I understand that I may change or revoke this authorization at any time by
notifying First Manistique Corporation, in writing, of my desire to change or
terminate my participation.
Date:__________________________________________
Shareholder:___________________________________
Shareholder:___________________________________
ALL JOINT OWNERS MUST SIGN.
________________________________________________________________________________
INSTRUCTIONS
1. Please check only one of the 2 boxes (No. 1 or No. 2). If you do not
check any box, then Box 1 - FULL DIVIDEND REINVESTMENT will be
assumed.
2. If you checked Box 2, and:
-If you wish to reinvest cash dividends on ALL of the shares
now registered in your name but not on any additional shares
that may be registered in your name in the future, write the
total number of shares now registered in your name in the
space provided.
-If you wish to reinvest cash dividends on LESS THAN ALL of
the shares now registered in your name and continue to receive
a check for cash dividends on the remaining shares, write the
number of shares on which you do wish dividends reinvested in
the space provided.
3. Under each option, regardless of the one you select, dividends
received on shares accumulated and held under the Plan will be
reinvested.
4. Be sure to date and sign the card and return it to First Manistique
Corporation of 130 South Cedar Street, Manistique, Michigan, 49854.
<PAGE> 1
Exhibit 5
<PAGE> 2
(517) 371-8256
July 17, 1995
First Manistique Corporation
P.O. Box 369
130 S. Cedar Street
Manistique, MI 49854
RE: Registration Statement on Form S-3
Gentlemen:
In connection with the proposed registration of 750,000 shares
of common stock of First Manistique Corporation (the "Corporation") covered by
the above-captioned Registration Statement, we have examined the Corporation's
Articles of Incorporation, Bylaws and the Registration Statement to be filed
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended.
Based upon such examination and upon examination of such other
instruments and records as we deem necessary, we are of the opinion that:
1. The Corporation has been duly incorporated under the
laws of the State of Michigan, and is validly existing and in good standing
under the laws of that state.
2. The 750,000 shares of common stock covered by this
Registration Statement have been legally authorized and when such shares have
been duly delivered against payment therefore as contemplated by the First
Manistique Corporation Automatic Dividend Reinvestment Plan, such shares will
be legally issued, fully paid and nonassessable.
<PAGE> 3
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
FOSTER, SWIFT, COLLINS & SMITH, P.C.
/s/ Foster, Swift, Collins & Smith, P.C.
<PAGE> 1
Exhibit 23(a)
<PAGE> 2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-3) pertaining to the First Mansitique Corporation Automatic Dividend
Reinvestment Plan of our report dated March 10, 1995, with respect to the
consolidated financial statements of First Manistique Corporation and
subsidiaries and incorporated by reference in its Annual Report (Form 10-K) for
the year ended December 31, 1994 filed with the Securities and Exchange
Commission.
/s/ Schneider, Larche, Haapala & Company
-----------------------------------------
Schneider, Larche, Haapala & Company
Certified Public Accountant
Escanaba, Michigan
July 26, 1995
