SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT TO APPLICATION OR REPORT
Filed Pursuant to Section 12, 13 of 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
FIRST MANISTIQUE CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 2-54663 38-2062816
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.
Incorporation)
130 South Cedar Street, Manistique, Michigan 49854
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (906) 341-8401
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Current Report on Form 8-K
relating to events occurring on January 31, 1996 as set forth in the pages
attached hereto.
(List all such items, financial statements, exhibits or other portions
amended)
Item 7. Financial Statements and Exhibits
(b) Pro forma financial information
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
FIRST MANISTIQUE CORPORATION
Date: April 8, 1996 By /s/Ronald G. Ford
Ronald G. Ford
President and Chief Executive Officer
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PRO FORMA FINANCIAL DATA
FIRST MANISTIQUE CORPORATION AND SOUTH RANGE STATE BANK
The following unaudited pro forma condensed consolidated balance sheet
as of December 31, 1995, and the pro forma condensed consolidated statement of
income for the year ended December 31, 1995, give effect to the acquisition of
South Range State Bank ("South Range") based on the historical consolidated
financial statements of First Manistique Corporation ("First Manistique") and
South Range and their subsidiaries under the assumptions and adjustments set
forth below and in the accompanying notes to the pro forma financial
statements.
The acquisition of South Range was accounted for as a purchase
transaction and, therefore, is included in the pro forma condensed
consolidated balance sheet as of December 31, 1995, as if the transaction had
become effective on such date, and in the pro forma condensed consolidated
statement of income for the year ended December 31, 1995, as if the
transaction had become effective at the beginning of the year, giving effect
to the pro forma adjustments described therein. The purchase accounting
adjustments reflected in the pro forma financial statements are based on
management estimates of the fair value of South Range assets and liabilities.
The pro forma financial statements have been prepared by the management of
First Manistique. These pro forma financial statements may not be indicative
of the results that actually would have occurred if the acquisition of South
Range had been in effect on the dates indicated or which may be obtained in
the future. The pro forma financial statements should be read in conjunction
with the historical consolidated financial statements and notes thereto of
First Manistique and South Range.
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<TABLE>
<CAPTION>
FIRST MANISTIQUE CORPORATION
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1995
(Amounts in thousands)
(Unaudited)
First South
Manistique Range Acquisition Pro Forma
Corporation State Bank Adjustments Consolidated
<S> <C> <C> <C> <C>
ASSETS
Cash and due
from banks $ 10,492 $ 1,542 $ 12,034
Federal funds sold 4,000 700 4,700
--------- -------- ----------
Total cash and cash
equivalent 14,492 2,242 16,734
Interest-bearing
deposits
with banks 1,678 1,187 2,865
Securities available
for sale 26,220 3,827 30,047
Securities held
to maturity 835 -- 835
Investment in subsidiary 4,310 (a)
(4,310) (c)
Loans receivable (net) 218,370 26,740 245,110
Premises and equipment
(net) 11,788 863 126 (b) 13,210
433 (b)
Acquisition intangibles 4,261 -- 576 (b) 5,934
1,097 (b)
Other assets 5,147 764 -- 5,911
--------- -------- ------- ---------
Total assets $ 282,791 $ 35,623 $ 2,232 $ 320,646
========= ======== ======= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits $ 244,407 $ 32,607 $ 277,014
Securities sold
under agreement
to repurchase 700 -- 700
Other borrowings 10,088 -- 1,947 (a) 12,035
Installment notes -- -- 2,363 (a) 2,363
Accrued expenses and
other liabilities 2,590 553 385 (b) 3,528
------- ------- ----- -------
Total liabilities 257,785 33,160 4,695 295,640
Common stock 13,195 390 (390) (c) 13,195
Additional paid
in capital -- 1,150 (1,150) (c)
Retained earnings 11,831 876 (876) (c) 11,831
1,847 (b)
(1,847) (c)
Net unrealized
loss on securities
Available for sale
net of tax (20) 47 (47) (c) (20)
-------- -------- ------- ---------
Total shareholders'
equity 25,006 2,463 (2,463) 25,006
-------- -------- ------- ---------
Total liabilities
and Shareholders'
equity $282,791 $ 35,623 $2,232 $ 320,646
======== ======== ====== =========
</TABLE>
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<TABLE>
<CAPTION>
FIRST MANISTIQUE CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
For the year ended December 31, 1995
(Amounts in thousands except share and per share data)
(Unaudited)
First South
Manistique Range Acquisition Pro Forma
Corporation State Bank Adjustments Consolidated
<S> <C> <C> <C> <C>
Interest Income
Loans $ 19,966 $ 2,504 $ 22,470
Interest on
investment
securities 1527 224 1,751
Other interest and
dividend income 607 162 769
Total interest income 22,100 2,890 24,990
-------- ------- --------
Interest Expense
Interest on deposits 9,136 1,156 10,292
Other interest expense 425 -- 161 (g)
-- -- 123 (g) 709
-------- ------- ---- --------
Total interest expense 9,561 1,156 284 11,001
Net interest income 12,539 1,734 (284) 13,989
Provision for loan
losses 771 40 811
-------- ------- ---- --------
Net interest income
after provision for
loan losses 11,768 1,694 (284) 13,178
Non-interest income 1,354 214 1,568
Non-interest expense 9,368 1,563 3 (d) 11,076
69 (e)
-- -- 73 (f) --
-------- ------- ---- --------
Income before income tax 3,754 345 (429) 3,670
Income tax expense 1,084 84 (121) (h) 1,047
-------- ------- ---- --------
Net Income $ 2,670 $ 261 $ (308) $ 2,623
======== ======= ==== ========
Net income per share $ 3.81 $ 3.75
======== ========
Weighted average number
of shares outstanding 699,960 699,960
</TABLE>
<PAGE>
Notes To The Pro Forma Unaudited Condensed Consolidated Financial Statements
General:
The pro forma financial statements reflect the merger of South Range State
Bank into First Manistique Corporation assuming the use of the purchase method
of accounting. The purchase price for South Range is calculated assuming that
cash paid to South Range State Bank shareholders is provided by a draw on a
line of credit from Associated Bank at an interest rate of 8.25% (prime rate).
The purchase price is calculated as follows:
Cash paid:
($66.31 x 15,271 shares and $221.04 x 4,229 shares) $ 1,947
Installment Notes Issued:
($154.73 x 15,271 shares) 2,363
--------
Total purchase price $ 4,310
========
(a) To record the purchase of South Range shares, the draw on the line of
credit from Associated Bank, and to record the installment notes issued.
(b) To adjust the assets and liabilities of South Range to fair value and
allocate the excess of purchase price over fair value of assets and
liabilities acquired. The market adjustments are based on current market
information as of December 31, 1995. The following table sets forth the
estimated purchase accounting adjustments as of December 31, 1995:
Debit/(Credit)
Premises and equipment $ 126
Land 433
Core deposit intangible 576
Goodwill 1,097
Deferred tax liability arising from
purchase accounting adjustments (385)
(c) To eliminate the investment in South Range State Bank
(d) Amortization of the premises market value adjustment over 40 years
straight-line
(e) Amortization of core deposit intangible over 10 years using an
accelerated method
(f) Amortization of goodwill over 15 years straight-line
(g) Interest expense on the installment notes assuming a 5.20% interest rate
based on the terms of the notes and interest expense of the line of
credit from Associated Bank assuming an interest rate of 8.25% (prime
rate)
(h) The tax rate assumed for the pro forma adjustments is 34% and is not
applied to goodwill in accordance with SFAS No. 109.
