FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: NORTH COUNTRY FINANCIAL CORP
CENTRAL INDEX KEY:
STANDARD INDUSTRY CLASSIFICATION: 6022
IRS NUMBER: 382062816
STATE OF INCORPORATION: MI
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: S-3D
SEC ACT: 1933 Act
SEC FILE NUMBER: 033-61533
FILM NUMBER:
BUSINESS ADDRESS:
STREET 1: 130 S. CEDAR ST
STREET 2: P O BOX 369
CITY: MANISTIQUE
STATE: MI
ZIP: 49854
MAIL ADDRESS:
STREET 1: 130 S. CEDAR ST
STREET 2: P O BOX 369
CITY: MANISTIQUE
STATE: MI
ZIP: 49854
<PAGE>
As filed with the Securities and Exchange Commission on September 15, 1998
Registration No. 33-61533
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
NORTH COUNTRY FINANCIAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MICHIGAN 38-2062816
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
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, CHIEF EXECUTIVE OFFICER
130 SOUTH CEDAR STREET
MANISTIQUE, MI 49854
(906) 341-8401
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OR 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>
===========================================================================================================================
CALCULATION OF REGISTRATION FEE
===========================================================================================================================
Title of each class of Proposed Maximum Proposed
Securities to be Registered Amount Offering Price Per Maximum Amount
to be Unit(2)(3) Aggregate Offering Price Registration Fee
Registered
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares 500,000 Sh (3) $6.44 $3,222,222 (1) $15,000
</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
North Country Financial Corporation common shares purchased for the
particular month. The registration fee is computed in accordance with Rule
457 (c).
(3) The number of shares and price per share have been adjusted to reflect two
3 for 1 stock splits effective April 29, 1996 and August 25, 1998 and a
reduction in the number of pre-split shares registered from 750,000 to
55,556.
<PAGE>
PROSPECTUS
NORTH COUNTRY FINANCIAL CORPORATION
AUTOMATIC DIVIDEND REINVESTMENT PLAN
Offering up to 500,000 Shares of Common Stock
The Automatic Dividend Reinvestment Plan (the "Plan") of North Country Financial
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 provisions 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 North Country Bank and 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.
------------------
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 SEPTEMBER 15, 1998
<PAGE>
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
circumstance create any implication that there have been no changes 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, NW,
Washington, D.C. 20549; Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, IL 60661 and Room 1400, 75 Park Place, New York, NY 10007.
Copies of such material can be obtained from the Public Reference Section of the
Commission at 450 5th Street, NW, Washington, D.C. 20549 at prescribed rates.
In addition, the Corporation is required to file electronic versions of these
documents with the Commission through the Commission's Electronic Data
Gathering, Analysis and Retrieval (EDGAR) system. The commission maintains a
World Wide Web site at that contains reports, proxy and information statements
and other information regarding registrants that file electronically with the
Commission.
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:
NORTH COUNTRY FINANCIAL CORPORATION
130 South Cedar Street
Manistique, MI 49854
Attention: Secretary
(906) 341-8401
<PAGE>
NORTH COUNTRY FINANCIAL CORPORATION
North Country Financial 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 North
Country Bank and Trust, Manistique, Michigan, The First Manistique Agency, The
First Northern Services Company, and First Rural Relending Company. The
subsidiary bank is engaged in the commercial banking business and provides 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, MI 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 bank. These broader corporate powers principally include the power to
engage in certain non-banking 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 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 North Country Financial 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 initially reserved
500,000 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"?
North Country Bank and 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.
<PAGE>
All inquiries, notices, requests and other communications by participants
concerning the Plan should be sent to the Agent at:
North Country Bank and Trust
130 South Cedar Street
Manistique, Michigan 49854
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 purpose 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 will be 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
dividend 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
<PAGE>
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 of
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 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 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 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 by 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
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.
<PAGE>
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 the 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.
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 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 Agents 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.
<PAGE>
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.
EXPERTS
The financial statements of the Corporation as of December 31, 1997 for the year
then ended are incorporated by reference in this Prospectus in reliance upon the
report of Wipfli Ulrich Bertelson LLP, independent public accountants, and upon
the authority of said firm are experts in accounting and auditing.
The financial statements of the corporation as of December 31, 1996, and for the
two year period ended December 31, 1996, incorporated by reference in this
Prospectus have been incorporated herein in reliance upon the report of Crowe,
Chizek and Company LLP, independent certified public accountants.
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 North
Country Financial Corporation Automatic Dividend Reinvestment Plan
Prospectus.
INDEMNIFICATION
The Michigan Business Corporation Act and provisions of the Corporation's Bylaws
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.
<PAGE>
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
Exhibit
Number Description
- ------- ---------------------------------------------------------
4(a) The North Country Financial Corporation Automatic Dividend
Reinvestment Plan.
4(b)* Authorization Card.
5* Opinion of Counsel.
23(a) Consent of independent certified public accountants
23(b)* Consent of Counsel
*PREVIOUSLY FILED
ITEM 17. UNDERTAKINGS
2.1 The Registrant hereby undertakes:
a) 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.
<PAGE>
b) 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.
c) 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.
2.2 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.
<PAGE>
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 August 25,
1998.
NORTH COUNTRY FINANCIAL CORPORATION
By: /s/ Ronald G. Ford
--------------------------
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.
Signature Title Date
- -------------------------- -------------------------------- --------
/s/ Michael C. Henrickson Chairman and Director 8/25/98
- --------------------------
/s/ John D. Lindroth Vice Chairman and Director 8/25/98
- --------------------------
/s/ Ronald G. Ford CEO (Principal Executive 8/25/98
- -------------------------- Officer) and Director
/s/ Sherry L. Littlejohn President and Director 8/25/98
- --------------------------
/s/ Paulette Demers Secretary 8/25/98
- --------------------------
/s/ Charles B. Beaulieu Director 8/25/98
- --------------------------
/s/ Bernard A. Bouschor Director 8/25/98
- --------------------------
/s/ C. Ronald Dufina Director 8/25/98
- --------------------------
/s/ Stanley J. Gerou II Director 8/25/98
- --------------------------
/s/ Thomas G. King Director 8/25/98
- --------------------------
/s/ John P. Miller Director 8/25/98
- --------------------------
<PAGE>
EXHIBIT 4(a)
NORTH COUNTRY FINANCIAL CORPORATION
AUTOMATIC DIVIDEND REINVESTMENT PLAN
- ------------------------------------------------------------------------------
ARTICLE TITLE PAGE
- ---------------------------------------------------------------------
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
<PAGE>
NORTH COUNTRY FINANCIAL CORPORATION
AUTOMATIC DIVIDEND REINVESTMENT PLAN
ARTICLE I
PURPOSE
Effective October 1, 1995, the Corporation has adopted the North Country
Financial 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: North Country Bank and 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: North Country Financial 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.
g) Employee: A Shareholder who, on or after the Effective Date, is
receiving remuneration for personal services rendered to the Employer.
1
<PAGE>
h) Employer: North Country Bank and Trust, 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 North Country Financial 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 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.
2
<PAGE>
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 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.
3
<PAGE>
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 Directors shall make other
arrangements as it deems appropriate for the administration of the Plan.
4
<PAGE>
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 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.
5
<PAGE>
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>
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
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
<PAGE>
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 twenty-fifth day of August, 1998
NORTH COUNTRY FINANCIAL CORPORATION
By: /s/ Ronald G. Ford
-------------------------------
Ronald G. Ford, CEO
8
<PAGE>
Exhibit 23a
Independent Accountants' Consent
We consent to the incorporation by reference in the Registration Statement Post
Effective Amendment No. 1 on Form S-3 (No. 33-61533) of North Country Financial
Corporation of our report dated January 30, 1998, relating to the consolidated
balance sheet of North Country Financial Corporation (f/k/a First Manistique
Corporation) and Subsidiaries as of December 31, 1997, and the related
consolidated statements of income, changes in stockholders' equity, and cash
flows for the year then ended, which report is included in the December 31,
1997, annual report on Form 10-K of North Country Financial Corporation and to
the continued reference to our firm as experts in the prospectus which is a part
of the Registration Statement.
Wipfli Ullrich Bertelson LLP
/s/ Wipfli Ullrich Bertelson LLP
Appleton, Wisconsin
August 25, 1998
9
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-3 of North Country Financial Corporation pertaining to the registration
of 500,000 shares of common stock with respect to the Automatic Dividend
Reinvestment Plan of North Country Financial Corporation, of our report dated
February 14, 1997 with respect to the consolidated financial statements of North
Country Financial Corporation, incorporated by reference in the Annual Report
(Form 10-K) for the year ended December 31, 1996 filed with the Securities and
Exchange Commission.
Crowe, Chizek and Company LLP
/s/ Crowe, Chizek and Company LLP
Grand Rapids, Michigan
August 25, 1998
10
