As filed with the Securities and Exchange Commission
October 23, 1996
Registration No . 33-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FIRST OF AMERICA BANK CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
MICHIGAN 38-1971791
(State of Incorporation) (IRS Employer Identification No.)
211 South Rose Street
Kalamazoo, Michigan 49007
(Address of Principal Executive Offices)
FIRST OF AMERICA BANK CORPORATION
STOCK COMPENSATION PLAN
(Full Title of the Plan)
Richard V. Washburn Copy to:
Senior Vice President David E. Riggs, Esq.
First of America Bank Corporation Howard & Howard Attorneys, PC
211 South Rose Street Suite 400
Kalamazoo, Michigan 49007 107 West Michigan Ave.
(616) 376-9000 Kalamazoo, Michigan 49007
(Name, Address, and Telephone
Number of Agent for Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered per Share Offering Price Fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 3,000,000 $ 52.75 (3) $ 158,250,000 (3) $ 47,954 (3)
$10 par value (1) shares (2)
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Also includes an equal number of Rights to purchase shares of
Registrant's Series A Junior Participating Preferred Stock, which
Rights are not (a) separable from the shares of Common Stock or
(b) presently exercisable.
(2) Plus an indeterminate number of additional shares as may be
issuable in the event of an adjustment as a result of an increase
in the number of issued shares of Common Stock of First of
America Bank Corporation resulting from a subdivision of such
shares, the payment of stock dividends or certain other capital
adjustments as provided in the above-referenced Stock
Compensation Plan.
(3) Estimated in accordance with Rules 457(h) and (c) solely for
the purpose of calculating the amount of the registration fee,
based on the $52.75 average of the high and low prices
reported for the Registrant's Common Stock on the New York Stock
Exchange on October 17, 1996.<PAGE>
Part II. Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and
Exchange Commission (the "Commission") by the Registrant (File
No. 1-10534) are incorporated in this Registration Statement by
reference:
(1) the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1995;
(2) the Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996 and June 30, 1996;
(3) the information contained in the Registrant's
definitive Proxy Statement dated March 13, 1996 relating to its
1996 Annual Shareholders Meeting under the headings "Certain
Federal Income Tax Consequences" and "Performance-Based
Compensation - Section 162(m) Requirement" within the section
titled "(2) Approval of Stock Compensation Plan"; and
(4) the description of the Registrant's Common Stock,
$10.00 par value, and Series A Junior participating Preferred
Stock Purchase Rights which are contained in the Registrant's
Registration Statements on Form 8-A dated April 30, 1990 and
July 18, 1990, respectively filed under the Exchange Act,
including any amendments or reports filed for the purpose of
updating such descriptions.
All documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Sections 561 through 571 of the Michigan Business
Corporation Act (the "Act") and Article V of the Registrant's
Bylaws relate to indemnification of the Registrant's directors
and officers, among others, in a variety of circumstances against
liabilities arising in connection with the performance of their
duties. The Registrant's Bylaws generally permit indemnification
to the same extent provided by the Act.
The Act provides for indemnification of directors and
officers acting in good faith and in a manner they reasonably
believe to be in or not opposed to the best interest of the
Registrant (and, if a criminal proceeding, who have no reasonable
cause to believe their conduct to be unlawful) against (i)
expenses (including attorney's fees) and amounts paid in
settlement actually and reasonably incurred in connection with
any threatened, pending, or completed action, suit or proceeding
(other than an action by, or in the right of the Registrant)
arising out of a position with the Registrant (or with some other
entity at the Registrant's request) and (ii) expenses (including
attorney's fees) and amounts paid in settlement actually and
reasonably incurred in connection with threatened, pending, or
completed actions or suits by or in the right of the Registrant,
unless the director or officer is found liable to the Registrant
and an appropriate court does not determine that he or she is
nevertheless fairly and reasonably entitled to indemnity. The
Act requires indemnification for expenses to the extent that a
director or officer is successful in defending against any such<PAGE>
action, suit or proceeding, and otherwise requires in general
that the indemnification provided for in (i) and (ii) above be
made only on a determination by a majority vote of a quorum of
the Board of Directors who were not parties to or threatened to
be made parties to the action, suit, or proceeding, by a majority
vote of a committee of not less than two disinterested directors,
by independent legal counsel, by all independent directors not
parties to or threatened to be made parties to the action, suit
or proceeding, or by the shareholders, that the applicable
standards of conduct were met. In certain circumstances, the Act
further permits advances to cover such expenses before a final
determination that indemnification is permissible, upon receipt
of an undertaking, which need not be secured, by or on behalf of
the directors or officers to repay such amounts unless it shall
ultimately be determined that they are entitled to
indemnification.
Indemnification under the Act is not exclusive of other
rights to indemnification to which a person may be entitled under
the Articles of Incorporation, the Bylaws or a contractual
agreement.
The Act permits the Registrant to purchase insurance on
behalf of its directors and officers against liabilities arising
out of their positions with the Registrant, whether or not such
liabilities would be within the foregoing indemnification
provisions. Pursuant to this authority, the Registrant maintains
such insurance on behalf of its directors and officers.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following Exhibits are filed or incorporated by
reference as part of this Registration Statement.
4. (a) Articles of Incorporation of First of America Bank
Corporation (incorporated by reference to an Exhibit
filed in Registrant's Quarterly Report Form 10-Q for
the quarter ended September 30, 1992).
(b) Bylaws of First of America Bank Corporation
(incorporated by reference to Registrant's Quarterly
Report on Form 10-Q for the quarter ended March 31,
1996.)
(c) Rights Agreement between First of America Bank
Corporation and First of America Bank - Michigan, N.A.,
as Rights Agent, dated as of July 18, 1990, was filed
as an exhibit to Registrant's Report on Form 8-A, dated
July 18, 1990, and is incorporated herein by reference.
5. Opinion and Consent of Howard & Howard Attorneys, P.C.
15. Not applicable.
23. (a) Consent of KPMG Peat Marwick LLP.
(b) Consent of Howard & Howard Attorneys, P.C.
(incorporated by reference to Exhibit 5 of this
Registration Statement).
28. Not applicable.
99. First of America Bank Corporation Stock Compensation Plan **
** To be subsequently filed.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or
sales are being made, a post-effective amendment
to this Registration Statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act
of 1933; <PAGE>
(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 registration 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 if 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 Exchange Act that are incorporated by reference
in this 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 of any of the securities
being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby certifies 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
15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each 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.
(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised 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. In the
event that a claim for indemnification against such
liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer, or
controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted
by director, officer or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in the Act and will be
governed by the final adjudication of such issue. <PAGE>
SIGNATURE
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-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Kalamazoo, State of Michigan, on
October 16, 1996.
FIRST OF AMERICA BANK CORPORATION
By:/S/ Richard F. Chormann
Director, Chairman and
Chief Executive Officer <PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on the 16th day of October,
1996.
/S/ RICHARD F. CHORMANN Chairman, President and
Richard F. Chormann Chief Executive Officer
(Principal Executive Officer)
/S/ THOMAS W. LAMBERT Executive Vice President and
Thomas W. Lambert Chief Financial Officer
(Principal Financial Officer
and Principal Accounting
Officer)
/S/ JON E. BARFIELD Director
Jon E. Barfield
/S/ JOHN W. BROWN Director
John W. Brown
/S/ JOEL N. GOLDBERG Director
Joel N. Goldberg
/S/ CLIFFORD L. GREENWALT Director
Clifford L. Greenwalt
/S/ ROBERT L. HETZLER Director
Robert L. Hetzler
/S/ DOROTHY A. JOHNSON Director
Dorothy A. Johnson
/S/ MARTHA MAYHOOD MERTZ Director
Martha Mayhood Mertz
/S/ DANIEL R. SMITH Director
Daniel R. Smith
/S/ JAMES S. WARE Director
James S. Ware
/S/ WALTER J. WOLPIN Director
Walter J. Wolpin
<PAGE>
EXHIBIT INDEX
Number
5 Opinion of Howard & Howard Attorneys, P.C., including
Consent
23(a) Consent of KPMG Peat Marwick LLP
99 Amended and Restated First of America Bank Corporation
Stock Compensation Plan<PAGE>
EXHIBIT 5
Howard & Howard Attorneys, PC
107 West Michgian Avenue, Suite 400
Kalamazoo, Michigan 49007
Respond to: Kalamazoo
Direct Dial: (616) 382-8771
October 16, 1996
First of America Bank Corporation
211 South Rose Street
Kalamazoo, Michigan 49007
Attention: Richard V. Washburn
Greetings:
We have acted as counsel to First of America Bank
Corporation (the "Company") in connection with the preparation
and filing of a registration statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933,
registering an additional 3,000,000 shares of the Company's
Common Stock, par value $10 per share, issuable as awards of
restricted stock or upon exercise of stock options granted to
employees of affiliate banks of the Company (the "Banks")
pursuant to the First of America Stock Compensation Plan (the
"Plan"), which Plan was adopted by resolution of the Board of
Directors of the Company on February 21, 1996 and approved by
shareholders on April 17, 1996.
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such corporate records,
certificates, and other documents and conducted interviews with
officers as we considered necessary or appropriate for the
purpose of this opinion.
It is our opinion that the Common Stock of the Company, when
issued as provided in the Plan, will be legally issued, fully
paid, and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement.
This opinion is rendered pursuant to Item 8 of Form S-8 and
Item 601 of Regulation S-K may be relied upon only by the Company
and the Securities and Exchange Commission and may not be used,
quoted or referred to and/or filed with any other person without
our prior written permission.
Very truly yours,
HOWARD & HOWARD
/S/ MELANIE MAYO WEST
Melanie Mayo West<PAGE>
Exhibit 23
The Board of Directors
First of America Bank Corporation:
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of First of America Bank Corporation, of
our report dated January 17, 1996 on the consolidated financial
statements of First of America Bank Corporation, as of December
31, 1995 and 1994 and for each of the years in the three year
period ended December 31, 1995, which report is included in the
1995 Annual Report on Form 10-K of First of America Bank
Corporation.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Chicago, Illinois
October 17, 1996<PAGE>
