SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended Commission File No.
June 30, 1997 1-10534
FIRST OF AMERICA BANK CORPORATION
(Exact name of Registrant as specified in its Charter)
Michigan 38-1971791
(State or other jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
211 South Rose Street, Kalamazoo, Michigan 49007
(Address of principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code
616-376-9000
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at
Common Stock, July 31, 1997
$10 Par Value 88,167,006<PAGE>
FIRST OF AMERICA BANK CORPORATION
INDEX
PART I. FINANCIAL INFORMATION Page
No.
Consolidated Balance Sheets (Unaudited),
June 30, 1997 and December 31, 1996. . . . 1
Consolidated Statements of Income
(Unaudited) - Three and Six Months ended . 2
June 30, 1997. . . . . . . . . . . . . . .
Consolidated Statements of Cash Flows
(Unaudited) - Six Months Ended June 30,
1997 and 1996 . . . . . . . . . . . . . . 3
Notes to Consolidated Financial Statements
(Unaudited) . . . . . . . . . . . . . . . 4
Management's Discussion and Analysis of
Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . 6
PART II. OTHER INFORMATION<PAGE>
<TABLE>
<CAPTION>
FIRST OF AMERICA BANK COPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 30 December 31
($ In thousands) 1997 1996
- ------------------------------- --------- ---------
<S> <C> <C>
ASSETS
Cash and due from banks $ 1,079,797 1,205,962
Money market investments 138,405 163,400
Securities:
Securities available for sale, amortized cost of $4,615,046 at
June 30, 1997 and $4,549,383 at December 31, 1996 4,624,623 4,562,381
Loans, net of unearned income:
Consumer 3,427,953 3,774,803
Commercial, financial and agricultural 2,301,289 2,722,676
Commercial real estate 4,503,231 3,918,248
Residential real estate 4,329,524 4,531,868
Loans held for sale, market value of $75,037 at June 30, 1997
and $109,955 at December 31, 1996 73,343 108,411
----------- -----------
Total loans 14,635,340 15,056,006
Less: Allowance for loan losses 257,953 252,846
----------- -----------
Net loans 14,377,387 14,803,160
Premises and equipment, net 421,267 433,408
Other assets 923,670 893,868
- ------------------------------------------------------------------- ------------- -----------
TOTAL ASSETS $21,565,149 22,062,179
=================================================================== ============= ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Deposits:
Non-interest bearing $ 2,918,445 3,009,252
Interest bearing 13,901,125 14,610,044
----------- -----------
Total deposits 16,819,570 17,619,296
Securities sold under repurchase agreements -- 493,556
Other short term borrowings 1,622,170 1,344,434
Long term debt 816,951 521,124
Company Obligated Mandatorily Redeemable New Capital Securities
of Subsidiary Trust Holding Solely Debentures of the Company 150,000 --
Other liabilities 350,589 299,571
----------- -----------
Total liabilities 19,759,280 20,277,981
----------- -----------
SHAREHOLDERS' EQUITY
Common stock-$10 par value 881,402 598,132
Capital surplus 83,116 145,950 <PAGE>
Net unrealized gain/(loss) on securities available for sale, net
of tax expense of $3,352 at June 30, 1997 and net of tax
expense of $4,561 at December 31, 1996 6,225 8,438
Retained earnings 835,126 1,031,678
----------- -----------
Total shareholders' equity 1,805,869 1,784,198
- ------------------------------------------------------------------- ----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $21,565,149 22,062,179
=================================================================== ============ ===========
See accompanying notes to consolidated financial statements.
/TABLE
<PAGE>
<TABLE>
<CAPTION>
FIRST OF AMERICA BANK COPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended, Six Months Ended,
June 30, June 30,
($ in thousands except per share data) 1997 1996 1997 1996
- ------------------------------- --------- --------- --------- ---------
<S> <C> <C> <C> <C>
INTEREST INCOME
Loans and fees on loans $ 325,217 340,569 650,494 689,795
Securities:
Taxable income 65,975 68,288 130,839 140,864
Tax exempt income 6,392 3,645 12,173 7,093
Money market investments 2,158 2,861 4,762 4,647
--------- --------- --------- ---------
Total interest income 399,742 415,363 798,268 842,399
--------- --------- --------- --------
INTEREST EXPENSE
Deposits 143,462 160,510 286,797 327,783
Short term borrowings 23,471 20,492 46,969 44,279
Long term debt 13,903 9,062 25,033 18,614
--------- --------- --------- --------
Total interest expense 180,836 190,064 358,799 390,676
--------- --------- --------- --------
NET INTEREST INCOME 218,906 225,299 439,469 451,723
Provision for loan losses 18,416 23,230 41,232 47,831
--------- --------- --------- --------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 200,490 202,069 398,237 403,892
--------- --------- --------- ---------
NON-INTEREST REVENUE
Service charges on deposit accounts 29,531 27,640 57,928 53,777
Trust and financial services revenue 32,877 29,067 65,874 56,432
Investment securities transactions, net (635) (472) (1,216) (759)
Bank card revenue 20,428 18,321 37,499 35,478
Mortgage banking revenue 7,245 7,030 17,452 13,105
Other operating revenue 20,845 14,367 59,797 32,089
--------- --------- --------- ---------
Total non-interest revenue 110,291 95,953 237,334 190,122
--------- --------- --------- ---------
NON-INTEREST EXPENSE
Personnel 114,844 111,770 232,799 223,112
Occupancy, net 14,745 15,323 31,015 32,153
Equipment 14,281 14,289 28,662 29,016
Outside data processing 4,784 4,482 9,425 9,191
Amortization of intangibles 5,280 5,237 10,561 10,474
Other operating expenses 46,994 52,142 94,142 104,757
--------- --------- --------- ---------
Total non-interest expense 200,928 203,243 406,604 408,703<PAGE>
--------- --------- --------- ---------
Income before income taxes 109,853 94,779 228,967 185,311
Income taxes 36,699 32,508 76,388 63,419
--------- --------- --------- ---------
NET INCOME $ 73,154 62,271 152,579 121,892
========= ========= ========= =========
EARNINGS PER SHARE
Primary 0.82 0.67 1.70 1.30
Fully Diluted 0.82 0.67 1.70 1.30
See accompanying notes to consolidated financial statements.
/TABLE
<PAGE>
<TABLE>
<CAPTION>
FIRST OF AMERICA BANK COPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended,
June 30,
----------------------
($ in thousands) 1997 1996
- ------------------------------- --------- ---------
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net income $ 152,579 121,892
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation and amortization 22,974 23,550
Provision for loan losses 41,232 47,831
Provision for deferred taxes (2,659) (2,308)
Amortization of intangibles 10,561 10,474
(Gain) loss on sale of securities available for sale 200 758
(Gain) loss on sale of mortgage loans held for sale (12,937) (8,865)
(Gain) loss on sale of other assets (21,766) (4,571)
Proceeds from the sales of mortgage loans held for sale 555,679 626,622
Originations of mortgage loans held for sale (507,674) (623,907)
Change in assets and liabilities net of acquisitions:
(Increase) decrease in interest and other income receivable (7,956) 56,519
(Increase) decrease in other assets (5,957) 60,338
Increase (decrease) in accrued expenses and other liabilities 55,524 7,426
--------- ---------
Net cash provided by operating activities 279,800 315,759
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale of securities available for sale 510,801 686,554
Proceeds from the maturities of securities available for sale 526,657 542,791
Purchases of securities available for sale (1,095,062) (714,794)
Net other (increase) decrease in loans and leases 349,473 557,661
Premises and equipment purchased (22,993) (23,259)
Proceeds from the sale of premises and equipment 33,926 16,706
(Acquisition) sale of affiliates, net of cash acquired -- 944
--------- ---------
Net cash provided by investing activities 302,802 1,066,603
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITES:
Net increase (decrease) in short term deposits (215,990) (82,203)
Net increase (decrease) in time deposits (583,736) (865,422)
Net increase (decrease) in short term borrowings (215,820) (278,610)
Proceeds from issuance of long term debt 499,901 925
Repayments of long term debt (54,094) (58,173)
Proceeds from issuance of common stock (303) 402
Dividends paid (56,029) (55,362)
Payments for purchase and retirement of common stock (82,716) (110,581)
--------- ---------
Net cash provided by financing activities (708,767) (1,449,024)
--------- ---------
Net increase(decrease) in cash and cash equivalents (126,165) (66,662)
Cash and cash equivalents at beginning of period 1,205,962 1,207,062
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,079,797 1,140,400
========= =========
See accompanying notes to consolidated financial statements.
/TABLE
<PAGE>
NOTE 1: GENERAL
The accompanying interim financial statements are unaudited. In
the opinion of management, all adjustments necessary for a fair
statement of the consolidated financial results have been
included and all such adjustments are of a normal recurring
nature. Certain amounts included in the prior period financial
statements have been reclassified to conform with the current
financial statement presentation.
NOTE 2: NON-PERFORMING ASSETS
<TABLE>
<CAPTION>
June 30,
-------------------------
(in thousands) 1997 1996
- ----------------------------- ----------- ---------
<S> <C> <C>
Non-accrual loans $ 86,174 95,705
Restructured loans 4,323 9,531
Other real estate owned 19,366 30,933
----------- ---------
Total non-performing assets $ 109,863 136,169
============ ==========
</TABLE>
NOTE 3: ALLOWANCE FOR LOAN LOSSES
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ----------------
(in thousands) 1997 1996 1997 1996
- ------------------- ------- ------- ------- -------
<S> <C> <C> <C> <C>
Balance, beginning of period $255,776 245,207 252,846 241,182
Provision charged against income 18,416 23,230 41,232 47,831
Recoveries 15,189 15,395 28,664 31,838
Loans charged off (31,428) (34,444) (64,789) (71,463)
--------- -------- -------- --------
Balance, end of period $257,953 249,388 257,953 249,388
========= ======== ======== ========
</TABLE>
At June 30, 1997, total loans considered to be impaired under
Statement No. 114 were $68.3 million with an average for the quarter
of approximately $67.7 million. At June 30, 1996, total loans
considered impaired were $85.6 million with an average for the quarter
of approximately $82.3 million. At quarter-end, the allowance for
impaired loans was $12.4 million and $19.0 million, respectively. At
June 30, 1997, the impaired allowance related to $21.3 million of
identified impaired loans, while the remaining $47.0 million of
impaired loans did not require a specific allowance for loan losses
based on the requirements of Statement No. 114.
NOTE 4: COMMON STOCK AND CALCULATION OF EARNINGS PER SHARE
At the 1997 annual meeting, shareholders approved an increase in the
number of authorized common stock of the company from 100,000,000 to
200,000,000 shares.
On May 30, 1997, a 3-for-2 stock split, effected in the form of a 50
percent stock dividend, was distributed to shareholders.
All prior period data presented in this filing regarding the number of
common shares outstanding and amounts per share have been restated to
reflect the above two events.
At June 30, 1997 and 1996, there were 88,140,213 and 91,477,073 common
shares outstanding, respectively. At the same dates, there were
200,000,000 authorized shares of $10 par value common stock. Common
and common equivalent earnings per share amounts were calculated by
dividing net income applicable to common stock by the weighted average
number of common and common equivalent shares outstanding during the
respective periods adjusted for outstanding stock options.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
----------------------------- -----------------------------
1997 1996 1997 1996
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Average common and common
equivalents shares outstanding 89,025,515 92,801,144 89,538,717 94,050,585
</TABLE>
NOTE 5: MERGERS AND ACQUISITIONS
<TABLE>
<CAPTION>
Date of Total Assets Financial
($ in thousands) Acquisition Acquired Reporting Value
- --------------------------------- ---------------- ----------- --------------
<S> <C> <C> <C>
Scott, Doerschler, Messner &
Gauntlett, Inc. January 1, 1997 $ 73 5,455
Elliot & Sons Insurance Agency Inc.,/
Michigan Benefit Plans Inc. January 7, 1997 1,424 4,259
Huttenlochers Kerns Norvell, Inc. February 12, 1996 3,994 3,912
/TABLE
<PAGE>
NOTE 6: ACCOUNTING POLICIES FOR DERIVATIVE FINANCIAL INSTRUMENTS
Interest Rate Swaps -
To manage interest rate sensitivity, First of America and its
subsidiaries enter into interest rate swaps as a hedge against certain
debt. The contracts represent an exchange of interest payments.The
underlying principal balances of the assets or liabilities are not
affected. Net settlement amounts are reported as adjustments to
interest income or interest expense. Gains or losses on the
termination of interest rate swaps are deferred and amortized over the
remaining life of the designated balance sheet liability. When the
swap becomes uncovered during the swap agreement, the swap is
immediately marked-to-market with a corresponding charge to current
earnings.
NOTE 7: COMPANY OBLIGATED MANDATORILY-REDEEMABLE NEW CAPITAL SECURITIES
OF FIRST OF AMERICA CAPITAL TRUST I
First of America Capital Trust I (the "Trust") was formed for the purpose
of issuing capital securities and investing the proceeds from the sale of
such capital securities in junior suborinated deferrable interest debentures
issued by the corporation. The corporation is the owner of all of the
beneficial interests of the Trust represented by common securities, the
proceeds from the sale of which were also invested in the junior subordinated
deferrable interest debentures issued by the corporation. On January
28, 1997, the Trust issued $4.64 million Common Securites, $150 million
8.12% Capital Securities, Series A and invested the proceeds from the sale
of such securities in $154,640,000 8.12% Junior Subordinated Deferrable
Interest Debentures due January 31, 2027, Series A, issued by the corporation
(the "Series A Debentures"). Pursuant to an exchange offer consummated
on July 30, 1997, the Trust exchanged all of the Series A Debentures held
by the Trust for $154,640,000 8.12% Junior Subordinated Deferrable Interest
Debentures due January 31, 2027, Series B, issued by the corporation
(the "Series B Debentures"). The sole assets of the Trust are these
Series B Debentures.
Item 2. Managements' Discussion and Analysis of Financial Condition
and Results of Operations
<TABLE>
<CAPTION>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Summary: The following table sets forth the period to period
changes in the principal items included in the
consolidated statement of income for the three and six
months ended June 30, 1997, compared with the
corresponding 1996 period. The bracketed amounts
represent decreases.
Three Months Ended Six Months Ended
June 30, June 30,
1997 vs 1996 1997 vs 1996
-------------------- ---------------------
($ in thousands) Change Percent Change Percent
- ----------------------------- -------- --------- ---------- ---------
<S> <C> <C> <C> <C>
Interest and fee income on loans $ (15,352) (4.5)% $ (39,301) (5.7)%
Interest income on investments 434 0.6 (4,945) (3.3)
Interest income on money market
investments (703) (24.6) 115 2.5
--------- --------- ---------- ---------
Total interest income (15,621) (3.8) (44,131) (5.2)
--------- --------- ---------- ---------
Interest expense on deposits (17,048) (10.6) (40,986) (12.5)
Interest expense on borrowed funds 7,820 26.5 9,109 14.5
--------- --------- ---------- ---------
Total interest expense (9,228) (4.9) (31,877) (8.2)
--------- --------- ---------- ---------
Net interest income (6,393) (2.8) (12,254) (2.7)
Provision for loan losses (4,814) (20.7) (6,599) (13.8)
Non-interest income 14,338 14.9 47,212 24.8
Non-interest expense (2,315) (1.1) (2,099) (0.5)
--------- --------- ---------- ---------
Income before income taxes 15,074 15.9 43,656 23.6
Income taxes 4,191 12.9 12,969 20.4
--------- --------- ---------- ---------
Net income $ 10,883 17.5 % $ 30,687 25.2 %
========= ========= ========== =========
</TABLE>
OVERVIEW
Net income for the second quarter was $73.2 million, up 17.5 percent
from the $62.3 million reported for the second quarter of 1996 and
earnings per share of $0.82 compared with $0.67, an increase of 22.4
percent. Second quarter net income for 1997 and 1996, on an after-tax
basis, included net one-time charges of $0.8 million. On a core
basis, excluding one-time events for both periods, net income for the
quarter would have been $74.0 million, up 17.3 percent, and earnings
per share would have been $0.83, up 22.1 percent.
For the year-to-date period, net income was $152.6 million, up 25.2
percent from 1996, and earnings per share were $1.70, up 30.8 percent
over 1996. One-time events during the first six months of 1997
included (net of tax): gains from branch sales of $13 million,
severance charges of $1.3 million, and a gain of $1.2 million on the
sale of certain affinity card receivables. The 1996 year-to-date
period included after tax gains from branch sales of $2.9 million.
Excluding one-time events from both periods, net income would have
been $143.0 million for 1997 compared with $119 million for 1996;
and earnings per share would have been $1.60 and $1.27, respectively.
A higher net interest margin, growing non-interest revenue, and
stabilizing non-interest expense, excluding one-time charges, were the
primary reasons for the stronger core results.
<PAGE>
As part of the ongoing efforts to manage capital for the benefit of
the shareholders, 2.0 million shares of First of America Common Stock
were repurchased this year increasing earnings per share $0.01 for the
year-to-date period. Additionally In January of 1997, we privately
placed $150 million of fixed rate trust preferred securities. These
securities reduced our cost of capital and improved our risk based capital
ratios. The net interest margin for the current year-to-date period
was 4.66 percent compared with 4.44 percent for the same period a year
ago and 4.67 percent for the current quarter compared to 4.49 percent
a year ago.
At June 30, 1997, total assets were $21.6 billion, down from $22.1
billion a year ago, mainly as a result of the continued restructuring
of the balance sheet to yield a more profitable earning asset and
deposit mix. Loan growth strategies for 1997 are targeted toward
increasing the commercial, commercial mortgage, and home equity loan
portfolios. Commercial loan and commercial mortgage balances for the
second quarter of 1997 increased 3.2 percent to $6.7 billion from a
year ago. Home equity loans grew 29.4 percent from a year ago.
Residential mortgage and indirect consumer loans, combined, decreased
$1.3 billion, or 15.3 percent, from the same period a year ago.
Growth in consumer and small business deposits continue to be
emphasized for 1997. Core deposits were $1.4 billion lower than a
year ago as a result of branch sales completed in 1996 and 1997 and
the run off experienced within certain savings and CD products.
Excluding sold deposits, transaction deposits increased 3.4 percent
and time deposits decreased 17.4 percent from the same period in 1996.
The return on average assets for the second quarter and year-to-date
period of 1997 were 1.38 percent and 1.44 percent, respectively. For
the same comparable periods of 1996, the same ratios were 1.12 percent
and 1.09 percent, respectively. Return on equity was 16.61 percent
for the second quarter of 1997 and 14.09 percent for the same 1996
quarter. Year-to-date, the return on equity ratio was 17.32 percent
for 1997 and 13.52 percent for 1996. Excluding one-time events,
year-to-date return on average assets would have been 1.35 percent
compared with 1.07 percent in 1996, and return on equity would have
been 16.23 percent compared with 13.35 percent a year ago.
At the end of 1996, we announced a restructuring effort that would focus
on specific lines of business versus geographic boundaries. Since April
1997, we have been functioning organizationally as one operating unit,
even though we will continue a legal charter in Illinois in addition to
our Michigan charter. The Illinois charter will be retained to facilitate
banking relationships with governmental entities throughout Illinois.
In June 1997, we announced that we had entered into an agreement to sell
our Florida operations to Barnett Banks, Inc. for approximately $160
million. We expect to realize a gain on the transaction of between $0.10
and $0.12 per share. The transaction is expected to close early in the
fourth quarter of 1997. At June 30, 1997, our Florida operations had
$1.2 billion in assets.
CONSOLIDATED INCOME ANALYSIS
Net interest income for the second quarter, on a fully taxable
equivalent basis, was $224.6 million, down 2.1 percent from second
quarter 1996, while year-to-date net interest income was down 2.0
percent. Earning assets decreased 5.7 percent to $19.3 billion from
the year ago quarter primarily because of smaller residential mortgage
and consumer installment loan balances.
The net interest margin was up 18 basis points to 4.67 percent from
4.49 percent a year ago. Net interest margin for the year-to-date
period was also higher, at 4.66 percent compared with 4.44 percent for
1996. The improvement is a result of the balance sheet restructuring
and the pricing discipline exercised with new loans and deposits,
particularly in consumer indirect installment loans and residential
mortgage loans.
Table 3 provides detail on the average yields on earning assets and
the average rates paid on interest-bearing liabilities for the last
six quarters.
Management currently expects that earning assets will remain level or<PAGE>
decline slightly during the remainder of 1997, although commercial loans
are expected to increase. Deposits overall are also expected to decrease
slightly, primarily in the CD category, while other deposit types should
remain stable. The net interest margin is expected to remain level or
increase slightly during the last six months of 1997 while return on equity
should remain above 16 percent for 1997 and between 16
and 17 percent for 1998. The preceding statements in this paragraph
are forward-looking, and First of America's actual results may differ
from those currently expected. Such differences could result from a
variety of factors including the potential sale of additional bank
branches as well as changes in loan demand and the interest rate environment.
The allowance for loan losses was $258 million at June 30 1997,
compared with $249 million a year ago and $253 million at December 31,
1996. The provision for loan losses for the second quarter decreased
19.3 percent to $18.4 million from the first quarter of 1997 as a
result of lower net charge-offs in the consumer installment loan
portfolio. Second quarter net charge-offs in the credit card
portfolio were down marginally from the first quarter. The allowance
for loan losses to total loans ratio at June 30, 1997, was 1.76
percent, up from 1.61 percent a year ago and 1.68 percent at year end
1996. Charge-offs and recoveries by portfolio type are detailed in
Table 3.
Total non-interest revenue for the quarter increased 14.9 percent from
a year ago and increased 24.8 percent for the year-to-date period.
The year-to-date increase is due in part to $21.7 million of branch sale
gains recorded this year compared with the $4.5 million recorded during
the same year-to-date period last year. Excluding the impact of branch
sale gains from both periods, non-interest revenue increased 16.2 percent
for the first six months of 1997 over the same period of 1996. Bank card
revenue for the quarter included a $1.9 million gain from the sale of
$9.4 million of consumer credit card receivables.
Trust and financial services revenue for the quarter was $32.9
million, up from the $29.1 reported for the year ago quarter, and for
the year-to-date period was up $9.4 million to $65.9 million.
Revenues from the Trust and Financial Services Division continued to
benefit from expanding insurance business and the higher market values
of managed assets upon which fees are assessed. At quarter-end, total
assets under management were $21.6 billion compared with $18.8 billion
a year ago. Traditional trust fees were $37.1 million for the six
month period, up $1.4 million from last year. Other financial
services revenue, generated by cash management, investment management,
brokerage and insurance services, was $28.7 million for the six month
period compared with $20.7 million a year ago, benefiting from the
sales and services strategies implemented in partnership with the
branch employees. Insurance revenue for the same periods was $5.7
million and $2.4 million, respectively, reflecting our original and
continuing commitment to this product line.
Mortgage banking revenue increased 3.1 percent to $7.2 million for the
quarter and was up $4.3 million to $17.5 million for the year-to-date
period. The main reason for the year-to-date increase was a $4.0
million increase in total gains on mortgage loan sales, which included
a $3.1 million gain on an $89 million portfolio sale.
Bank card revenue for the quarter included a $1.9 million gain on
the sale of $9.4 of consumer credit card receivables. If this gain is
excluded from the comparisons, bank card revenue was approximately
level for the quarter and year-to-date periods. We expect to record
an additional gain of approximately $6.0 million on the sale of $36.0
million of credit card receivables in the third quarter. The preceding
is a forward-looking statement, and First of America's actual results may
differ from those currently expected.
Total non-interest expense was down 1.1 percent for the quarter and
0.5 for the year-to-date period. If severance charges of $3.2 million
for the quarter and $7.3 million year-to-date were excluded, non-
interest expense would be down $4.1 million for the quarterly
comparison and $8.1 million, or 2.0 percent, for the year-to-date
comparison. Total personnel costs, excluding severance charges, were
up slightly for the comparable periods, primarily due to higher sales
incentives.
On a core operating basis, the burden ratio was 1.69 percent versus
1.91 percent for the comparative quarters, and 1.75 percent versus
1.99 percent for the six month periods. On the same basis, the
efficiency ratio was 59.37 percent for the quarter and 60.10 for the
year-to-date period, which compares favorably with last year's core
operating ratios of 62.04 percent and 63.09 percent, respectively. The
efficiency ratio is expected to be, on an annualized basis, at or
slightly below 60 percent for full year 1997. The preceding is a
forward-looking statement, and First of America's actual results may<PAGE>
differ from what has been stated.
LINE OF BUSINESS RESULTS
An objective of First of America's recent restructuring effort was to
define specific lines of business which would cross legal entity lines
and focus its management and information systems accordingly. As a
result, First of America currently measures the individual
performance of four business lines -- Commercial Lending, Retail Sales
& Delivery, Consumer Finance & Mortgage, and Trust & Financial
Services -- as well as the performance of certain product lines within
those businesses. A fifth category, Corporate Investments & Funding,
includes activities that are not directly attributable to any one of
the four major lines of business.
In developing the management accounting system for line of business
reporting, certain assumptions and allocations were necessary. Equity
was allocated on the basis of required regulatory levels, inherent
operational risk or market-determined factors as evidenced by similar
independent single business line companies. Support services which
were centrally provided were allocated on a per-unit cost basis or in
proportion to the balances of assets and liabilities associated with a
particular business line. Funds transfer pricing was used to allocate
a cost of funds used or a credit for funds provided from market-
determined indices. Because of the assumptions and allocations
utilized, the financial results of the individual business lines might
vary from the actual results if those lines were in fact separate
operating entities.
For reporting purposes this quarter, Commercial Lending and Retail
Sales & Delivery are combined and shown as Total Community Banking.
Table 1 presents summarized income statements for the second quarter
of 1997 and selected quarterly information for the past six quarters
for the business lines. The results for the prior quarters have been
restated to reflect this new organizational structure.
Net income for each of the lines of business for the second quarter of
1997 was higher than last year except Trust & Financial Services which
was down 17.0 percent due to higher non-interest expenses of $3.4
million offset by a $2.9 million increase in non-interest income.
Expenses for this line of business were higher due in part to the ongoing
investments we continue to make to expand new businesses within the area.
Total Community Banking's net income was up 16.4 percent for the
second quarter of 1997 over the same period of 1996 as a result of a
$6.6 million increase in non-interest income and an $11.7 reduction in
non-interest expense. Consumer Finance & Mortgage's net income
increased 20.4 percent due to higher net interest income of $5.8
million.
<TABLE>
<CAPTION>
TABLE 1
LINE OF BUSINESS FINANCIAL PERFORMANCE
For quarter ended June 30, 1997 Total Consumer Trust & Corporate
Community Finance & Financial Investments Consolidated
INCOME STATEMENT Banking Mortgage Services & Funding Results
--------- --------- --------- --------- ---------
- - - ($ in thousands) - - -
<S> <C> <C> <C> <C> <C>
Net interest income (FTE) $ 173,354 44,941 1,490 4,821 224,606
Provision for loan losses 6,179 12,237 -- -- 18,416
Non-interest income 45,987 29,521 31,839 2,944 110,291
Non-interest expense 127,520 31,837 23,724 9,363 196,444
Corporate support 6,522 1,628 1,213 (9,363) --
Income tax expense (FTE) 29,420 10,695 3,121 1,012 44,248
--------- --------- --------- --------- ---------
Income before one-time gains and charges $ 49,700 18,065 5,271 6,753 79,789
Gains from branch sales, severance and
other one time charges (net of tax) (1,967)
Goodwill (net of tax) 4,668
---------
Net Income $ 73,154
=========
Contribution to consolidated results 62.3% 22.6 6.6 8.5 100.0
1997 1996
---------------------- --------------------------------------------------
2nd Qtr. 1st Qtr. 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr.
QUARTER RESULTS June 30 Mar. 31 Dec. 31 Sept. 30 June 30 Mar. 31
--------- --------- --------- --------- --------- ---------
TOTAL COMMUNITY BANKING
Net income $ 49,700 44,451 51,065 46,320 42,682 38,485
Return on equity 18.69 % 16.93 18.76 16.92 16.07 14.32
Efficiency ratio 61.11 64.33 62.51 64.26 65.84 68.64
CONSUMER FINANCE & MORTGAGE
Net income $ 18,065 15,883 16,288 16,468 15,831 14,625
Return on equity 16.61 % 14.38 14.05 13.67 12.90 11.56
Efficiency ratio 44.94 46.06 45.34 45.96 45.36 45.91
TRUST & FINANCIAL SERVICES
Net income $ 5,271 5,345 5,325 6,004 6,347 5,313
Return on equity 28.33 % 29.06 30.20 34.18 36.49 30.64
Efficiency ratio 74.82 74.86 74.88 68.94 67.37 70.60
CORPORATE INVESTMENT & FUNDING
Net income $ 6,753 7,976 5,732 2,985 2,859 3,055
Return on equity -- -- -- -- -- --
Efficiency ratio -- -- -- -- -- --
/TABLE
<PAGE>
ASSET QUALITY AND CREDIT RISK PROFILE
First of America's loan portfolio has no significant concentrations of
credit to any specific borrower or within any geographic region,
effectively reducing credit risk exposure.
Also reducing credit risk are First of America's conservative lending
policies and loan review process. At June 30, 1997, the loan
portfolio was comprised of residential mortgages (30.1 percent),
consumer loans (23.4 percent), commercial mortgages (27.5 percent)
and commercial loans (19.0 percent).
The allowance for loan losses was 1.76 percent of total loans compared
with 1.61 percent a year ago. The allowance coverage of
non-performing loans was 285.04 percent compared with 236.98 percent a
year ago. Non-performing loans and loans 90 days past due are
detailed by portfolio in Table 6.
The asset quality in the commercial loan and residential mortgage
portfolios, approximately three-quarters of total loans, remains
strong. Over the last two years, these portfolios have experienced
minimal net charge-offs.
Across the banking industry there has been a deterioration of consumer
loan quality, and since mid-1995, First of America also experienced a
rise in both delinquencies and net losses in its installment loan and
credit card portfolios from the favorable levels previously
experienced. <PAGE>
To reverse this trend, First of America intensified its collection
efforts and tightened credit controls. As a result, the consumer
installment loan portfolio's net charge-offs began to stabilize in
1996 and decreased during the first six months of 1997. The consumer
installment net charge-offs to average loans for the second quarter
was 0.63 percent compared with 1.00 percent for the same quarter of
1996. For the managed credit card portfolio, net charge-offs to
average loans was 4.73 percent and 4.35 percent, respectively.
FUNDING, LIQUIDITY AND INTEREST RATE RISK
First of America continues to monitor interest rate risk, provide
liquidity and moderate changes in the market value of the investment
securities portfolio through a centralized funds management division.
Liquidity is measured by a financial institution's ability to raise
funds through deposits, borrowed funds, capital or the sale of
assets. First of America relies primarily upon core deposits for its
liquidity. At June 30, 1997, core deposits equalled 96.3 percent of
total deposits. First of America does not issue negotiated CD's in
the national money markets, and limits its level of purchased funds
through corporate policy to less than ten percent of assets. The
majority of negotiated CD's and purchased funds originate from the
core deposit customer base, including downstream correspondents.
First of America's interest rate risk policy is to minimize the
effect on net income resulting from a change in interest rates
through asset/liability management at all levels in the company.
Each quarter an interest rate sensitivity analysis is completed for
each line of business, as well as the corporation as a whole, using an
asset/liability model. Additional analysis is completed and reviewed
each month related to the interest rate sensitivity of the
corporation. The Asset and Liability Committees, which exist within
each line of business and at the corporate level, review the analysis
and as necessary, take appropriate action to ensure compliance with
policy and strategic objectives relating to prudent risk rate
management.
The difference between rate sensitive assets and liabilities,
including the impact of off-balance sheet interest rate swaps, is
presented in Table 7. The GAP reports' reliability in measuring the
risk to income from a change in interest rates is tested through the
use of simulation models. The most recent simulation models, using
various interest rate shock scenarios, show that less than 4.0 percent
of First of America's annual net income is at risk if interest rates
were to move up or down an immediate one percent. Management has
determined that these simulation models provide a more accurate
measurement of the company's interest rate risk position than the GAP
tables.
TABLE 2
INTEREST RATE SWAPS
<TABLE>
<CAPTION>
($ in thousands) Net Interest Income
Impact for the
Weighted Average Average Six Months Ended
Notional Fair Market Average Rate Received Rate Paid June 30,
Hedged Asset/Liability Amount Value Maturity (Mos.) Variable/Fixed Variable/Fixed 1997 1996
- ------------------------ --------- ------------ -------------- --------------- --------------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Market Rate CDs * -- -- -- -- -- -- (62)
FirstRate Fund deposits -- -- -- -- -- -- (22)
Bank notes $ 30,000 577 3.6 5.80%/fixed 5.54/variable 35 (36)
Long term debt 50,000 (377) 15.6 5.60%/fixed 5.61/variable (30) (3)
- ------------------------ --------- ------------ -------------- --------------- --------------- --------- ----------
Total $ 80,000 200 11.1 $ 5 $ (123)
========================= ========== ============= ============== ========= ==========
* This represents a basis swap.
</TABLE>
See Note 6 to the consolidated financial statements regarding First of
America and its subsidiaries use of interest rate swaps as a hedge
against certain debt. Although notional amounts are often used to
express the volume of these transactions, the amounts potentially
subject to credit risk are much smaller. The company minimizes this
risk by performing normal credit reviews of its counterparties and
collateralizing its exposure when it exceeds a predetermined limit.
Table 2 outlines First of America's outstanding interest rate swaps
at June 30, 1997.
First of America had outstanding interest rate swaps with a notional
value of $80.0 million which included $50.0 million as a hedge against
parent company debt and $30.0 million as a hedge against subsidiary
bank debt. The outstanding swaps had a positive market value of $200
thousand. At June 30, 1996, outstanding swaps totalled $72.3 million
in notional amounts with a negative market value of $656 thousand.
At times First of America also utilizes interest rate caps to manage
its interest rate risk. Interest rate caps are contracts that protect
the holder from a rise, beyond a certain point, in interest rates or
some other underlying index. The contract is based on a notional
amount and a premium is paid for the right to exercise the option.
First of America had no outstanding interest rate caps at June 30,
1997 or 1996.
First of America had no securities classified as held to maturity at
June 30, 1997 or 1996. In accordance with Financial Accounting
Standards Board Statement No. 115 "Accounting for Certain Investments<PAGE>
in Debt and Equity Securities," securities available for sale are
carried at market value which totalled $4.6 billion at June 30, 1997.
Amortized book value was also $4.6 billion at quarter-end. The $9.6
million net unrealized gain in securities available for sale resulted
in a corresponding, after-tax positive market value adjustment to
equity of $6.2 million. At December 31, 1996, the positive market
value adjustments to securities and equity from the securities
available for sale portfolio were $13.0 million and $8.4 million,
respectively.
CAPITAL STRENGTH
First of America began its share repurchase program during March
1996, continuing its capital management strategy. At June 30, 1997,
7.4 million shares of First of America Common Stock had been
repurchased at a total cost of $258 million. No shares were
repurchased during the second quarter. The repurchase of a remaining
1.1 million shares is currently authorized. Any shares repurchased to
date and any additional repurchases under the current authorization
will be used for general corporate purposes and may be available for
reissuance in connection with the company's stock based compensation
plans, dividend reinvestment plan or employee savings plan.
In January 1997, First of America privately placed $150 million of
fixed rate capital securities through the First of America Capital
Trust I, a newly formed Delaware business trust, controlled by the
corporation. The 8.12% Capital Securities of First of America Capital
Trust I were priced at par. Cash distributions are payable
semi-annually on January 31 and July 31, beginning July 31, 1997. The
proceeds from the issuance were used for general corporate purposes
and will further enhance the corporation's strong capital position,
while reducing its cost of capital.
In June 1997, we distributed a Prospectus for an offer to exchange
"New Capital Securities", with substantially the same terms, for any
and all of the outstanding "Old Capital Securities" relating to the
above private placement. The exchange offer was made in order to
satisfy obligations under the Registration Rights Agreement relating
to the Old Capital Securities. The New Capital Securities were registered
with the Securities and Exchange Commission prior to the exchange offer.
The exchange offer expired on July 23, 1997, and was fully subscribed.
Total shareholders' equity of $1.8 billion at June 30, 1997, increased
slightly from the $1.7 billion reported at June 30, 1996. Net
earnings retained and the positive change in the market value
adjustment to equity for available for sale securities since June 30,
1996, more than offset the effect of the share repurchase program.
For the first six months of 1997, the change in the adjustment in the
market value of such securities reduced total equity by $2.2 million.
Book value per share rose to $20.15 from the $18.99 reported a year
ago.
First of America continues to maintain, both on a consolidated level
and an affiliate basis, capital levels within the parameters of "well
capitalized" as defined by regulatory guidelines. The consolidated
total capital to risk adjusted assets ratio at June 30, 1997, was
14.12 percent, the tier I ratio was 10.72 percent and the tier I
leverage ratio was 8.14 percent.
UPDATE
In June 1997, the Financial Accounting Standards Board issued
Statement No. 130, "Reporting Comprehensive Income." This Statement
is effective for fiscal years beginning after December 15, 1997.
Statement No. 130 establishes standards for reporting and display of
comprehensive income and its components in a full set of general-
purposes financial statements. Comprehensive income includes all
changes in equity during a period except those resulting from
investments by owners and distributions to owners. The market
adjustment for "available for sale" securities is an example of an
item which would be included in comprehensive income. The Statement
does not change the display of or components of present-day net
income.
Implementation of this Statement will not effect how banks are rated
by the regulators. When regulators assess a bank's capital for safety
and soundness, they ignore the impact of unrealized gains and losses
on securities held for sale.
In June 1997, the Financial Accounting Standards Board issued<PAGE>
Statement No. 131, "Disclosures about Segments of an Enterprise and
Related Information." This Statement is effective for fiscal years
beginning after December 15, 1997. Statement No. 131 establishes
standards for the way that public business enterprises report
information about operating segments in annual financial statements
and requires that those enterprises report selected information about
operating segments in interim financial reports issued to
shareholders. It also establishes standards for related disclosures
about products and services, geographic areas, and major customers.
Operating segments are components of an enterprise about which
separate financial information is available that is evaluated
regularly by the chief operating decision maker in deciding how to
allocate resources and in assessing performance.
The objective of requiring the disclosures is to provide information
about the different types of business activities in which an
enterprise engages and the different economic environments in which it
operates to help users of financial statements.
Our lines of business meet the criteria for operating segments. The
current disclosure meets the basic requirements of the proposal, but
further information will be disclosed in the full year 1997 Form 10-K.
Management's statements of expectations for certain financial results
for the remainder of 1997 and into 1998, as included in this report,
are forward-looking statements. First of America's actual
performance and financial results may differ from these projections as
a result of a variety of factors, including but not limited to changes
in the economy, assumed rates of revenue growth, expense reductions,
competition and the implementation of internal business plans.<PAGE>
<TABLE>
<CAPTION>
TABLE 3
CONSOLIDATED YIELD ANALYSIS (a)
1997 1996
------------------ ----------------------------------------
2nd Qtr. 1st Qtr. 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr.
June 30 Mar. 31 Dec. 31 Sept. 30 June 30 Mar. 31
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Average Prime Rate (b) 8.5 % 8.3 8.3 8.3 8.3 8.3
EARNING ASSETS
Money Market Investments 6.57 % 5.12 6.03 5.83 5.75 7.30
U.S. Government and agencies 6.50 6.41 6.33 6.18 6.13 6.12
securities
State and municipal securities 8.14 8.12 8.13 8.22 8.32 8.35
Other securities 6.48 6.51 6.39 6.32 6.24 6.28
-------- -------- -------- -------- -------- --------
Total securities 6.68 6.57 6.47 6.38 6.28 6.18
-------- -------- -------- -------- -------- --------
Consumer installment loans 8.76 8.67 8.59 8.76 8.53 8.46
Commercial revolving loans 13.97 14.08 14.28 14.16 13.96 14.38
Commercial loans 8.79 8.68 8.74 8.66 8.69 8.87
Commercial mortgage loans 9.13 9.11 9.13 9.12 9.16 9.18
Residential real estate loans 8.05 7.99 7.99 7.97 7.97 7.96
-------- -------- -------- -------- -------- --------
Total loans 8.98 8.92 8.91 8.89 8.85 8.90
-------- -------- -------- -------- -------- --------
Total earning assets 8.42 % 8.34 8.33 8.31 8.23 8.24
======== ======== ======== ======== ======== ========
INTEREST-BEARING LIABILITIES
Checking 2.22 % 2.13 2.11 2.07 2.17 2.11
Savings 3.41 3.35 3.23 3.24 3.17 3.19
CD's 5.38 5.36 5.48 5.50 5.44 5.48
-------- -------- -------- -------- -------- --------
Core deposits 4.03 4.00 4.07 4.11 4.09 4.16
Negatiated CD's 5.47 5.35 5.37 5.31 5.27 5.50
Short term borrowings 5.67 5.44 5.43 5.45 5.46 5.66
Long term debt 7.57 7.68 7.98 7.94 7.83 7.83
-------- -------- -------- -------- -------- --------
Total borrowed funds 6.22 5.99 6.00 6.11 6.02 6.15
-------- -------- -------- -------- -------- --------
Total interest-bearing liabilities 4.03 % 4.34 4.34 4.35 4.36 4.46
======== ======== ======== ======== ======== ========
NET INTEREST MARGIN
Interest income to average earning 8.42 % 8.34 8.33 8.31 8.23 8.24
assets
Interest expense to average earning 3.75 3.68 3.69 3.72 3.74 3.84
assets
Net interest margin 4.67 4.66 4.64 4.59 4.49 4.40
(a) Fully taxable equivalent, based on a marginal federal income tax rate of 35%.
(b) The First National Bank of Chicago Corporate Base Rate.
/TABLE
<PAGE>
<TABLE>
<CAPTION>
TABLE 4 FIRST OF AMERICA BANK CORPORATION
Analysis of Net Interest Income
Second Quarter 1997 Versus Second Quarter 1997 Versus
($ in thousands) Second Quarter 1996 First Quarter 1997
- ------------------------------ -------------------------------- --------------------------------
CHANGES IN RATE AND VOLUME Total Change Due To Total Change Due To
INCREASE (DECREASE): Change Volume Rate Change Volume Rate
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
INTEREST INCOME
Loans (FTE) $ (15,169) (20,622) 5,453 (48) (4,693) 4,645
Taxable securities (2,361) (6,202) 3,841 1,129 (22) 1,151
Tax exempt securities (FTE) 4,191 4,306 (115) 913 890 23
Money market investments (703) (1,093) 390 (446) (1,115) 669
------- ------- ------- ------- ------- -------
Total Interest Income (14,042) (23,611) 9,569 1,548 (4,940) 6,488
------- ------- ------- ------- ------- -------
INTEREST EXPENSE
Interest-bearing deposits (17,048) (15,509) (1,539) 127 (2,644) 2,771
Short term borrowings 2,979 2,153 826 (27) (1,190) 1,163
Long term borrowings 4,841 5,127 (286) 2,773 3,073 (300)
------- ------- ------- ------- ------- -------
Total Interest Expense (9,228) (8,229) (999) 2,873 (761) 3,634
------- ------- ------- ------- ------- -------
Change in net interest income (FTE) $ (4,814) (15,382) 10,568 (1,325) (4,179) 2,854
======= ======= ======= ======= ======= =======
NOTE: The change in income attributable to volume is calculated by multiplying the change in volume times
the prior year's rate. The change in income attributable to rate is calculated by multiplying the change in rate
times the prior year's volume. Any variance attributable jointly to volume and rate changes is allocated to
volume and rate in proportion to the relationship of the absolute dollar amount of the change in each. Fully
taxable equivalent income on certain tax exempt loans and securities is calculated using a 35% tax rate.
/TABLE
<PAGE>
<TABLE>
<CAPTION>
TABLE 5
SUMMARY OF LOAN LOSS EXPERIENCE
($ in thousands) 1997 1996
- ----------------------------- --------------------- --------------------------------------------
2nd Qtr. 1st Qtr. 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr.
June 30 Mar. 31 Dec. 31 Sept. 30 June 30 Mar. 31
ALLOWANCE FOR LOAN LOSSES --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Balance, at beginning of period $ 255,766 252,846 252,807 249,388 245,207 241,182
Provision charged against income 18,416 22,816 23,659 21,966 23,230 24,601
Recoveries:
Consumer installment 9,530 9,964 10,933 10,954 10,839 12,508
Consumer revolving 2,227 1,837 1,815 2,043 2,084 1,820
Commercial 1,580 986 1,032 1,411 1,632 1,012
Commercial mortgage 1,771 611 962 1,194 789 1,060
Residential mortgage 81 77 34 33 51 43
--------- --------- --------- --------- --------- ---------
Total recoveries 15,189 13,475 14,776 15,635 15,395 16,443
--------- --------- --------- --------- --------- ---------
Charge-offs:
Consumer installment 14,160 17,659 20,737 19,149 17,781 22,785
Consumer revolving 13,681 13,043 12,391 11,628 11,824 11,534
Commercial 2,596 1,377 3,577 1,531 2,868 988
Commercial mortgage 608 811 1,416 1,415 1,635 1,590
Residential mortgage 383 471 275 459 336 122
--------- --------- --------- --------- --------- ---------
Total charge-offs 31,428 33,361 38,396 34,182 34,444 37,019
--------- --------- --------- --------- --------- ---------
Net charge-offs 16,239 19,886 23,620 18,547 19,049 20,576
--------- --------- --------- --------- --------- ---------
Balance, at end of period $ 257,953 255,776 252,846 252,807 249,388 245,207
========= ========= ========= ========= ========= =========
Average loans outstanding (net of
unearned income) $14,662,478 14,833,677 15,111,023 15,346,731 15,546,597 15,854,148
========== ========== ========== ========== ========== ==========
NET CHARGE-OFFS BY PORTFOLIO
AS % OF LOANS OUTSTANDING (A)
Consumer installment 0.72 % 1.17 1.37 1.05 0.86 1.22
Consumer revolving 4.85 4.62 4.47 4.18 4.30 4.13
Commercial 0.15 0.06 0.38 0.02 0.19 --
Commercial mortgage (0.12) 0.02 0.05 0.02 0.09 0.06
Residential mortgage 0.03 0.04 0.02 0.04 0.02 0.01
MANAGED BANKCARD NET CHARGE-OFFS
On balance sheet $ 10,224 10,068 9,482 8,431 8,740 8,711
Securitized 4,826 5,475 5,197 4,739 4,811 4,313
-------- -------- -------- -------- -------- --------
Total managed bankcard net
charge-offs $ 15,050 15,543 14,679 13,170 13,551 13,024
======== ======== ======== ======== ======== ========
Net charge-offs as % of managed
loans (s) 4.73% 4.81 4.60 4.21 4.35 4.07
CHARGE-OFFS AS RECOVERIES RATIOS
Net charge-offs to average
loans (a) 0.45 % 0.54 0.62 0.48 0.49 0.52
Earnings coverage of net
charge-offs 7.90 x 7.14 6.22 5.21 6.20 5.60
Recoveries to total charge-offs 48.33 % 40.39 38.48 45.74 44.70 44.42
Provision to average loans 0.51 0.62 0.62 0.57 0.60 0.62
Allowance to total period
end loans 1.76 1.74 1.68 1.65 1.61 1.56
(a) Annualized
/TABLE
<PAGE>
<TABLE>
<CAPTION>
TABLE 6
MEASUREMENT OF ASSET QUALITY
($ in thousands) 1997 1996
- ----------------------------- ------------------- -------------------------------------------
2nd Qtr. 1st Qtr. 4th Qtr. 3rd Qtr. 2nd Qtr. 1st Qtr.
June 30 Mar. 31 Dec. 31 Sept. 30 June 30 Mar. 31
NON-PERFORMING ASSETS --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Non-accrual loans:
Commercial $ 21,255 22,383 27,973 37,739 36,454 30,636
Commercial mortgage 43,255 37,568 34,959 36,610 40,398 41,391
Residential mortgage 20,435 20,958 20,684 19,198 18,251 19,800
Revolving mortgage 1,229 1,264 569 469 602 615
Consumer installment -- -- -- -- -- --
Consumer revolving -- -- -- -- -- --
--------- --------- --------- --------- --------- ---------
Total non-accrual loans $ 86,174 82,173 84,185 94,016 95,705 92,442
--------- --------- --------- --------- --------- ---------
Renegotiated loans:
Commercial $ 2,093 3,449 3,492 3,881 6,895 6,521
Commercial mortgage 1,665 2,242 2,249 2,438 1,895 934
Residential mortgage 565 613 673 733 741 749
Revolving mortgage -- -- -- -- -- --
Consumer installment -- -- -- -- -- --
Consumer revolving -- -- -- -- -- --
--------- --------- --------- --------- --------- ---------
Total renegotiated loans $ 4,323 6,304 6,414 7,052 9,531 8,204
--------- --------- --------- --------- --------- ---------
Total non-performing loans $ 90,497 88,477 90,599 101,068 105,236 100,646
--------- --------- --------- --------- --------- ---------
Other real estate owned $ 19,366 25,230 24,190 28,026 30,933 30,621
--------- --------- --------- --------- --------- ---------
Total non-performing assets $ 109,863 113,707 114,789 129,094 136,169 131,267
========= ========= ========= ========= ========= =========
Loans past due 90 days or more:
Commercial $ 1,618 1,542 1,464 2,960 1,479 1,387
Commercial mortgage 1,461 549 704 5,044 2,853 3,235
Residential mortgage 481 1,793 1,214 2,839 3,010 1,637
Revolving mortgage 1,830 1,745 1,746 1,534 1,411 1,123
Consumer installment 9,787 9,216 12,612 13,700 12,347 12,833
Consumer revolving 8,857 9,729 8,986 7,716 7,000 7,385
--------- --------- --------- --------- --------- ---------
Total loans past due 90 days or
more $ 24,034 24,574 26,726 33,793 28,100 27,600
========= ========= ========= ========= ========= =========
ASSET QUALITY RATIOS
Non-performing assets as a % of total 0.51 % 0.53 0.52 0.58 0.61 0.58
assets
Non-performing assets as a % of
total loans + OREO 0.75 0.77 0.76 0.84 0.88 0.83
Allowance coverage of non-performing
loans 285.04 289.09 279.09 250.13 236.98 243.63
Allowance coverage of non-performing
assets 234.80 224.94 220.27 195.83 183.15 186.80
NONPERFORMING ASSET SUMMARY
At December 31, 1996 1995 1994 1993 1992 1991
- ------------------------------ --------- --------- --------- --------- --------- ---------
Non-accrual loans $ 84,185 104,174 96,814 121,186 126,619 116,995
Renegotiated loans 6,414 12,327 4,852 10,879 20,669 16,837
Other real estate owned 24,190 31,103 38,662 50,595 48,699 34,601
--------- --------- --------- --------- --------- ---------
Total non-performing assets $ 114,789 147,604 140,328 182,660 195,987 168,433
========= ========= ========= ========= ========= =========
Loans past due 90 days or more $ 26,726 28,124 18,208 23,462 20,887 32,499
/TABLE><PAGE>
</TABLE>
<TABLE>
<CAPTION>
TABLE 7
INTEREST RATE SENSITIVITY
June 30, 1997
0 to 0 to 0 to 0 to 0 to
($ in millions) 30 Days 60 Days 90 Days 180 Days 365 Days
- ----------------------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
ASSETS
Other earning assets $ 231 232 232 232 232
Investment securities -- 1 3 36 45
Loans, net of unearned discount 502 505 83 110 112
--------- --------- --------- --------- ---------
Total rate sensitive assets (RSA) $ 733 738 318 378 389
========= ========= ========= ========= =========
LIABILITIES
Money market type deposits $ 70 70 70 70 70
Other core savings and time deposits 47 30 41 18 164
Negotiated deposits (36) (37) (41) (28) (61)
Borrowings (95) (20) (49) (149) 1
Interest rate swap agreements -- (5) -- -- --
Interest rate cap agreements -- -- -- -- --
--------- --------- --------- --------- ---------
Total rate sensitive liabilities (RSL) $ (14) 38 21 (89) 174
========= ========= ========= ========= =========
GAP (RSA - RSL) $ 747 700 297 467 215
========= ========= ========= ========= =========
RSA divided by RSL 11.82 % 9.84% 3.77% 4.92% 2.21%
GAP divided by total assets 3.55 3.35 1.48 2.27 1.09
Assumptions:
(1) Maturities of rate sensitive securities are based on contractual maturities and estimated prepayments.
(2) Maturities of rate sensitive loans are based contractual maturities, esitmated prepayments and
estimated repricing impact.
(3) Maturities of rate sensitive liabilities, interest rate swaps and interest rate caps are based on contractual
maturities and estimated repricing.
/TABLE
<PAGE>
II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Registrant's Annual Meeting of Shareholders was
held on April 16, 1997.
(c) At the Annual Meeting, shareholders elected as
directors the nominees listed in the following table:
<TABLE>
<CAPTION>
Number of Shares Number of
Nominees Voted For Shares Withheld
--------------------- ------------------------ ---------------------
<S> <C> <C>
Jon E. Barfield 48,419,264 443,987
Richard F. Chormann 48,458,432 404,819
Joel N. Goldberg 48,451,043 412,208
James S. Ware 48,430,540 432,711
</TABLE>
Shareholders also voted to approve an increase in the number
of shares of authorized common stock of the Registrant to
200,000,000 from 100,000,000 with 44,652,116 shares voting
in favor, 3,280,471 shares voting against, 930,664 shares abstaining,
and no broker non-votes.
Shareholders also voted to approved the First of America Bank
Corporation Director Stock Compensation Plan with 43,236,058
shares voting in favor, 3,965,717 shares voting against,
1,661,476 shares abstaining, and no broker non-votes.
Shareholders also voted to ratify the selection of KPMG Peat
Marwick LLP as the Registrant's independent auditors for 1997;
48,130,643 shares voting in favor of the ratification, 201,583
shares voting against, 531,025 shares abstained, and no broker
non-votes.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(3) (i) Articles of Incorporation
(a) A copy of the Restated Articles
of Incorporation is filed herewith
as an Exhibit.
(b) A copy of the Amendment to the
Articles of Incorporation is
filed herewith as an Exhibit.
(11) Statement regarding computation of per
share earnings.
The computation of common and common
equivalents per share is described in Note
4 to the Consolidated Financial Statements
of this report.
(27) Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the
Registrant during the three months ended June
30, 1997.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, First of America has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
FIRST OF AMERICA BANK CORPORATION
REGISTRANT
Date: August 11, 1997 /s/ THOMAS W. LAMBERT
Thomas W. Lambert
Executive Vice President and
and Chief Financial and
Accounting Officer)<PAGE>
EXHIBIT INDEX
(3)(i)(a) Restated Articles of Incorporation
(3)(i)(b) Amendment to the Articles of
Incorporation, dated April 16, 1997.
(27) Financial Data Schedule
Exhibit (3)(i)(a)
RESTATED ARTICLES OF INCORPORATION
of
FIRST OF AMERICA BANK CORPORATION
Pursuant to the provisions of Act 284, Public Acts of 1972, First
of America Bank Corporation executes the following Articles:
1. The present name of the corporation is:
First of America Bank Corporation
2. The corporation identification number (CID) assigned by the
Bureau is:
009 - 316
3. All former names of the corporation are:
First National Financial Corporation
First American Bank Corporation
4. The date of filing the original Articles of Incorporation was:
May 11, 1971
The following Restated Articles of Incorporation supersede the
Articles of Incorporation as amended and shall be the Articles of
Incorporation for the corporation:
ARTICLE I
The name of the corporation is: First of America Bank
Corporation
ARTICLE II
The purpose or purposes for which the corporation is formed are:
To acquire, own, manage, and control banks, bank affiliates and
bank holding companies and voting shares, voting securities, or all or
substantially all assets of any of the foregoing entities; to furnish
facilities and services of all types to any such entities, either
directly or through affiliated organizations, including without
limiting the generality of any of the purposes herein stated, to
operate an electronic data processing business providing systems
design, programming facilities, and computer or other electronic
services to banks and other businesses of all kinds. To acquire, own,
manage, and control any business entity and voting shares, voting
securities, or all or substantially all assets of any business entity,
which Bank Holding Companies may now or hereafter be permitted by law
to own or control, or the activities of which are related to banking
or to managing or controlling banks.
In general to carry on any business in connection therewith and
incident thereto not forbidden by the laws of the State of Michigan
and with all the powers conferred upon corporations by the laws of the
State of Michigan.
ARTICLE III
The address of the current registered office is: 211 South Rose
Street, Kalamazoo, Michigan 49007.
ARTICLE IV
The name of the current resident agent is: Kevin T. Thompson
ARTICLE V
The total authorized capital stock is: 110,000,000 shares
1. Common shares: 100,000,000, par value $10 per share
Preferred shares: 10,000,000, without par value
2. A statement of all or any of the relative rights, preferences and
limitations of the shares of each class is as follows:<PAGE>
A. No holder of stock of any series or class of the Corporation
shall, as such holder, have any right to vote cumulatively for
election of directors, or have any pre-emptive or preferential right
of subscription for any stock of any class of the Corporation or for
any obligations convertible into stock or for any right of
subscription for, or any warrant or option for, the purchase of any
thereof, other than such (if any) as the Board of Directors of the
Corporation in its discretion may determine from time to time.
B. The Board of Directors is authorized, subject to limitations
prescribed by law and the provisions of this Article V to divide and
issue the shares of Preferred Stock in series, and by filing a
certificate containing the resolution of the Board pursuant to the
applicable law of the State of Michigan, to establish from time to
time the number of shares to be included in each such series, and to
prescribe the designation, powers, relative preferences and rights of
the shares of each such series and the qualifications, limitations or
restrictions thereof.
The authority of the Board with respect to each series shall
include, but not be limited to, determination of the following:
(a) the number of shares constituting that series and the
distinctive designation of that series;
(b) the dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or
dates, and the relative rights of priority, if any, of payment of
dividends on shares of that series;
(c) whether shares of that series shall have voting rights,
in addition to the voting rights provided by law, and, if so, the
terms of such voting rights;
(d) whether shares of that series shall be convertible into
shares of any class or into shares of any series of any class at
the option of the holder, or the Corporation, or upon the
happening of a specified event; and, if so, the terms and
conditions of such conversion, including provision for adjustment
of the conversion rate in such events as the Board of Directors
shall determine;
(e) whether or not the shares of that series shall be
redeemable, and, if so, the terms and conditions of such
redemption, including the date or dates upon or after which they
shall be redeemable, and the amount per share payable in case of
redemption, which amount may vary under different conditions and
at different redemption dates;
(f) whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the
terms and amount of such sinking fund;
(g) the rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up
of the corporation, and the relative rights of priority, if any,
of payment of shares of that series;
(h) any other relative rights, preferences and limitations
of that series as well as other variations in the relative rights
and preferences as among different series.
ARTICLE VI
"RESERVED"
ARTICLE VII
"RESERVED"<PAGE>
ARTICLE VIII
"RESERVED"
ARTICLE IX
When a compromise or arrangement or a plan of reorganization of
this corporation is proposed between this corporation and its
creditors or any class of them or between this corporation and its
shareholders or any class of them, a court of equity jurisdiction
within the state, on application of this corporation or of a creditor
or shareholder thereof, or on application of a receiver appointed for
the corporation, may order a meeting of the creditors or class of
creditors or of the shareholders or class of shareholders to be
affected by the proposed compromise or arrangement or reorganization,
to be summoned in such manner as the court directs. If a majority in
number representing 3/4 in value of the creditors or class of
creditors, or of the shareholders or class of shareholders to be
affected by the proposed compromise or arrangement or a
reorganization, agree to a compromise or arrangement or a
reorganization of this corporation as a consequence of the compromise
or arrangement, the compromise or arrangement and the reorganization,
if sanctioned by the court to which the application has been made,
shall be binding on all the creditors or class of creditors, or on all
the shareholders or class of shareholders and also on this
corporation.
ARTICLE X
To the extent now or hereafter permitted by the laws of the State
of Michigan, the Corporation hereby indemnifies directors and
officers, and any person who may have served at the Corporation's
request as a director or officer of another corporation in which this
corporation owns shares of capital stock, and former directors,
officers and persons so serving as directors of another corporation in
which this corporation owns shares of stock, against all expense and
liability incurred by them by reason of having been directors or
officers.
ARTICLE XI
Subject to the rights of the holders of any particular class or
series of preferred stock or preference stock of this Corporation:
A. The Articles of Incorporation of this Corporation, as
amended, shall be subject to alteration, amendment or repeal, and new
provisions thereof may be adopted, by the affirmative vote of the
holders of not less than a majority of the outstanding shares of
capital stock entitled to vote generally in the election of directors
(such outstanding shares hereinafter referred to collectively as the
"Voting Stock"), voting together as a single class, at any regular or
special meeting of the shareholders (but only if notice of the
proposed change be contained in the notice to the shareholders of the
proposed meeting). Notwithstanding the foregoing and in addition to
any other requirements of applicable law, the alteration, amendment or
repeal of, or the adoption of any provision inconsistent with this
Article XI or Articles XIII or XIV or XV of the Articles of
Incorporation shall require the affirmative vote of the holders of not
less than 66 2/3% of the voting power of all shares of the Voting
Stock, voting together as a single class, at any regular or special
meeting of the shareholders.
B. No amendment, alteration, repeal or adoption of any new
provision of the Articles of Incorporation shall be made which permits
action required or permitted to be taken by shareholders to be taken
by written consent by less than all of the holders of Voting Stock
unless such amendment, alteration, repeal or adoption of such new
provision of the Articles of Incorporation shall have been approved by
the affirmative vote of not less than 66 2/3% of the voting power of
all shares of the Voting Stock, voting together as a single class, at
any regular or special meeting of shareholders.
C. The By-Laws of this Corporation shall be subject to
alteration, amendment or repeal, and new By-Laws may be adopted, (i)
by the affirmative vote of the holders of not less than a majority of
the voting power of all shares of the Voting Stock, voting together as
a single class, at any regular or special meeting of the shareholders
(but only if notice of the proposed change be contained in the notice
to the shareholders of the proposed meeting), or (ii) by the<PAGE>
affirmative vote of not less than a majority of the members of the
Board of Directors at any meeting of the Board of Directors at which
there is a quorum present and voting; provided, that any alteration,
amendment or repeal, or the adoption of any provision inconsistent
with Article II, Section 2, Section 4, or Section 8, or Article III,
Section 2, Section 3, Section 6, Section 7, Section 11, or Section 13,
or Article XII, of the By-Laws, shall require, in the case of
shareholder action, the affirmative vote of the holders of not less
than 66 2/3% of the voting power of all shares of the Voting Stock,
voting together as a single class, at any regular or special meeting
of the shareholders, or, in the case of action by the Board of
Directors, the affirmative vote of such number of directors
constituting not less than 80% of the total number of directorships
fixed by a resolution adopted by the Board of Directors pursuant to
Article XIII of the Articles of Incorporation, whether or not such
directorships are filled at the time (such total number of
directorships hereinafter referred to as the "Full Board").
ARTICLE XII
The Board of Directors of the Corporation, when evaluating any
offer of another person to (a) make a tender or exchange offer for any
equity security of the Corporation, (b) merge or consolidate the
Corporation with another corporation, or (c) purchase or otherwise
acquire all or substantially all of the properties and assets of the
Corporation, shall in connection with the exercise of its judgment in
determining what is in the best interests of the Corporation and its
shareholders, give due consideration to all relevant factors,
including without limitation the social and economic effects on the
employees, customers, suppliers and other constituencies of the
Corporation and its subsidiaries and on the communities in which the
Corporation and its subsidiaries operate or are located.
ARTICLE XIII
Subject to the rights of the holders of any particular class or
series of preferred stock or preference stock of this Corporation:
A. The number of directors of this Corporation shall be fixed
from time to time by a resolution adopted by not less than 80% of the
Full Board (as defined in Article XI). The directors shall be divided
into three classes, as nearly equal in number as possible, with the
term of office of the first class to expire at the 1987 Annual Meeting
of shareholders, the term of office of the second class to expire at
the 1988 Annual Meeting of shareholders and the term of office of the
third class to expire at the 1989 Annual Meeting of shareholders. At
each Annual Meeting of shareholders following such initial
classification and election, the class of directors whose terms of
office shall expire at such time shall be elected to hold office for
terms expiring at the third succeeding Annual Meeting of shareholders
following their election. Each director shall hold office until his
successor shall be elected and shall qualify.
B. (i) Newly created directorships resulting from any increase
in the total number of authorized directors may be filled by the
affirmative vote of not less than 80% of the directors then in office,
or by a sole remaining director, at any regular or special meeting of
the Board of Directors, or by the shareholders in accordance with the
By-Laws, and (ii) any vacancies on the Board of Directors resulting
from death, resignation, retirement, disqualification, removal from
office or other cause may be filled only by the affirmative vote of
not less than 80% of the directors then in office, or by a sole
remaining director, at any regular or special meeting of the Board of
Directors. If the number of directors is increased or decreased, any
increase or decrease shall be apportioned as nearly as possible among
each class so as to maintain the number of directors in each class as
nearly equal as possible, and any additional director of any class
elected to fill any vacancy resulting from any increase in such class
shall hold office for a term which shall coincide with the remaining
term of that class. No decrease in the total number of authorized
directors constituting the Board of Directors shall shorten the term
of any incumbent director.
C. Any director may be removed only for cause and only by the
affirmative vote of the holders of not less than 66 2/3% of the voting
power of all shares of the Voting Stock (as defined in Article XI),
voting together as a single class, at any regular or special meeting
of the shareholders, subject to any requirement for a larger vote<PAGE>
contained in any applicable law, this Corporation's Articles of
Incorporation, as amended, or the By-Laws.
ARTICLE XIV
A. Except where a greater vote is required by MCL 450.1775 et
seq; MSA 21.200(775) et seq, or other law, and subject to the rights
of the holders of any particular class or series of preferred stock or
preference stock of this Corporation, a Business Combination shall
require an advisory statement from the Board of Directors and approval
by an affirmative vote of both of the following:
(1) Not less than 66 2/3% of the voting power of all shares
of the Voting Stock, voting together as a single class, at any
regular or special meeting of the shareholders of this
Corporation; and
(2) Not less than a majority of the voting power of all
shares of the Voting Stock, voting together as a single class, at
any regular or special meeting of the shareholders of this
Corporation, other than Voting Stock held by an Interested
Shareholder who is, or whose Affiliate is, a party to the
Business Combination or an Affiliate or Associate of the
Interested Shareholder.
B. The votes required by Paragraphs A(1) and (2) shall not
apply to a Business Combination if each of the following conditions
are met:
(1) The aggregate amount of the cash and the Market Value
as of the Valuation Date of consideration other than cash to be
received per share by holders of Common Stock in the Business
Combination is at least equal to the highest of the following:
(a) The highest per share price, including any
brokerage commissions, transfer taxes, and soliciting
dealers' fees, paid by the Interested Shareholder for any
shares of Common Stock of the same class or series acquired
by the Interested Shareholder within the 2-year period
immediately prior to the Announcement Date of the proposal
of the Business Combination, or in the transaction in which
the shareholder became an Interested Shareholder, whichever
is higher.
(b) The Market Value per share of Common Stock of the
same class or series on the Announcement Date or on the
Determination Date, whichever is higher.
(2) The aggregate amount of the cash and the Market Value
as of the Valuation Date of consideration other than cash to be
received per share by holders of shares of any class or series of
outstanding stock other than Common Stock shall be at least equal
to the highest of the following, whether or not the Interested
Shareholder has previously acquired any shares of a particular
class or series of stock:
(a) The highest per share price, including any
brokerage commissions, transfer taxes, and soliciting
dealers' fees, paid by the Interested Shareholder for any
shares of the class of stock acquired by it within the 2-
year period immediately prior to the Announcement Date of
the proposal of the Business Combination, or in the
transaction in which it became an Interested Shareholder,
whichever is higher.
(b) The highest preferential amount per share to which
the holders of shares of the class of stock are entitled in
the event of any voluntary or involuntary liquidation,
dissolution, or winding up of this Corporation.
(c) The Market Value per share of the class of stock
on the Announcement Date or on the Determination Date,
whichever is higher.
(3) The consideration to be received by holders of any
class or series of outstanding stock shall be in cash or in the
same form as the Interested Shareholder has previously paid for
shares of the same class or series of stock. If the Interested
Shareholder has paid for shares of any class of stock with
varying forms of consideration, the form of consideration for the
class of stock shall be either cash or the form used to acquire<PAGE>
the largest number of shares of the class or series of stock
previously acquired by the Interested Shareholder.
(4) After the Interested Shareholder has become an
Interested Shareholder and prior to the consummation of a
Business Combination, all of the following conditions have been
met:
(a) Any full periodic dividends, whether or not
cumulative, on any outstanding preferred stock of this
Corporation shall have been declared and paid at the regular
date therefor.
(b) The annual rate of dividends paid on any class or
series of stock of this Corporation that is not preferred
stock, except as necessary to reflect any subdivision of the
stock, shall not have been reduced, and the annual rate of
dividends shall have increased as necessary to reflect any
reclassification, including any reverse stock split,
recapitalization, reorganization, or any similar transaction
which has the effect of reducing the number of outstanding
shares of the stock.
(c) After the Interested Shareholder has become an
Interested Shareholder, the Interested Shareholder may not
have received the benefit, directly or indirectly, except
proportionately as a shareholder, of any loans, advances,
guarantees, pledges, or other financial assistance or any
tax credits or other tax advantages provided by this
Corporation or any of its subsidiaries, whether in
anticipation of or in connection with the Business
Combination or otherwise.
(d) The Interested Shareholder did not become the
Beneficial Owner of any additional shares of this
Corporation except as part of the transaction which resulted
in the Interested Shareholder becoming an Interested
Shareholder or by virtue of proportionate stock splits or
stock dividends.
C. The provision of subparagraphs B(4)(a) and (b) shall not
apply if an Interested Shareholder or an Affiliate or Associate of the
Interested Shareholder did not vote as a director of this Corporation
in a manner inconsistent with subparagraphs B(4)(a) and (b) and the
Interested Shareholder, within 10 days after any act or failure to act
inconsistent with subparagraphs B(4)(a) and (b), notifies the Board of
Directors of this Corporation in writing that the Interested
Shareholder disapproves thereof and requests in good faith that the
Board of Directors rectify the act or failure to act.
D. For purposes of this Article XIV, the following words and
phrases shall mean:
(1) Affiliate or Affiliated Person means a person who
directly, or indirectly through 1 or more intermediaries,
Controls, is Controlled By, or is Under Common Control With a
specified person.
(2) Announcement Date means the first general public
announcement or the first communication generally to shareholders
of this Corporation, whichever is earlier, of the proposal or
intention to make a proposal concerning a Business Combination.
(3) Associate, when used to indicate a relationship with
any person, means any 1 of the following:
(a) Any corporation or organization, other than this
Corporation or a subsidiary of this Corporation, in which
the person is an officer, director, or partner, or is,
directly or indirectly, the Beneficial Owner of 10% or more
of any class of Equity Securities.
(b) Any trust or other estate in which the person has
a beneficial interest of 10% or more or as to which the
person serves as trustee or in a similar fiduciary capacity
in connection with the trust or estate.
(c) Any relative or spouse of the person, or any
relative of the spouse, who has the same home as the person
or who is a director or officer of this Corporation or any
of its Affiliates.<PAGE>
(4) Beneficial Owner, when used with respect to any Voting
Stock, means a person who:
(a) Individually or with any of its Affiliates or
Associates, beneficially owns Voting Stock, directly or
indirectly.
(b) Individually or with any of its Affiliates or
Associates, has:
(i) The right to acquire Voting Stock, whether
the right is exercisable immediately or only after the
passage of time, pursuant to any agreement,
arrangement, or understanding or upon the exercise of
conversion rights, exchange rights, warrants or
options, or otherwise.
(ii) The right to vote Voting Stock pursuant to
any agreement, arrangement, or understanding.
(iii) Any agreement, arrangement, or
understanding for the purpose of acquiring, holding,
voting, or disposing of Voting Stock with any other
person who beneficially owns, or whose Affiliates or
Associates beneficially own, directly or indirectly,
the Voting Stock.
(5) Business Combination means any 1 or more of the
following:
(a) Any merger, consolidation, or share exchange of
this Corporation or any domestic subsidiary which alters the
contract rights of the shares as expressly set forth in the
Articles of Incorporation or which changes or converts, in
whole or in part, the outstanding shares of this Corporation
with either:
(i) Any Interested Shareholder.
(ii) Any other corporation, whether or not itself
an Interested Shareholder, which is, or after the
merger, consolidation, or share exchange would be, an
Affiliate of an Interested Shareholder that was an
Interested Shareholder prior to the transaction.
(b) Any sale, lease, transfer, or other disposition,
except in the usual and regular course of business, in 1
transaction or a series of transactions in any 12-month
period, to any Interested Shareholder or any Affiliate of
any Interested Shareholder, other than this Corporation or
any of its subsidiaries, of any assets of this Corporation
or any domestic subsidiary having, measured at the time the
transaction or transactions are approved by the Board of
Directors of this Corporation, an aggregate book value as of
the end of this Corporation's most recently ended fiscal
quarter of 10% or more of its net worth.
(c) The issuance or transfer by this Corporation, or
any domestic subsidiary, in 1 transaction or a series of
transactions, of any Equity Securities of this Corporation
or any domestic subsidiary which have an aggregate Market
Value of 5% or more of the total Market Value of the
outstanding shares of this Corporation to any Interested
Shareholder or any Affiliate of any Interested Shareholder,
other than this Corporation or any of its subsidiaries,
except pursuant to the exercise of warrants or rights to
purchase securities offered pro rata to all holders of this
Corporation's Voting Stock or any other method affording
substantially proportionate treatment to the holders of
Voting Stock.
(d) The adoption of any plan or proposal for the
liquidation or dissolution of this Corporation in which
anything other than cash will be received by an Interested
Shareholder or any Affiliate or any Interested Shareholder.
(e) Any reclassification of securities, including any
reverse stock split, or recapitalization of this
Corporation, or any merger, consolidation, or share exchange
of this Corporation with any of its subsidiaries which has
the effect, directly or indirectly, in 1 transaction or a
<PAGE>
series of transactions, of increasing by 5% or more of the
total number of outstanding shares, the proportionate amount
of the outstanding shares of any class of Equity Securities
of this Corporation or any domestic subsidiary which is
directly or indirectly owned by any Interested Shareholder
or any Affiliate of any Interested Shareholder.
(6) Common Stock means any stock other than preferred or
preference stock.
(7) Control, Controlling, Controlled By, or Under Common
Control With means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting
securities, by contract, or otherwise. The Beneficial Ownership
of 10% or more of the Voting Stock of a corporation shall create
a presumption of Control.
(8) Determination Date means the date on which an
Interested Shareholder first became an Interested Shareholder.
(9) Equity Security means any 1 of the following:
(a) Any stock or similar security, certificate of
interest, or participation in any profit sharing agreement,
voting trust certificate, or Voting Stock.
(b) Any security convertible, with or without
consideration, into an Equity Security, or any warrant or
other security carrying any right to subscribe to or
purchase an Equity Security.
(c) Any put, call, straddle, or other option or
privilege of buying an Equity Security from or selling an
Equity Security to another without being bound to do so.
(10) Interested Shareholder means any person, other than
this Corporation or any subsidiary, who is either:
(a) The Beneficial Owner, directly or indirectly, of
10% or more of the voting power of the outstanding Voting
Stock of this Corporation.
(b) An Affiliate of this Corporation and at any time
within the 2-year period immediately prior to the date in
question was the Beneficial Owner, directly or indirectly,
of 10% or more of the voting power of the then outstanding
Voting Stock of this Corporation.
(c) For the purpose of determining whether a person is
an Interested Shareholder pursuant to subparagraph (a) or
(b), the number of shares of Voting Stock considered to be
outstanding shall include all Voting Stock owned by the
person except for those shares which may be issuable
pursuant to any agreement, arrangement, or understanding, or
upon exercise of conversion rights, warrants or options, or
otherwise.
(11) Market Value means either of the following:
(a) With respect to shares, the highest closing sale
price during the 30-day period immediately preceding the
date in question of a share as listed on:
(i) The composite tape for New York stock
exchange - listed securities.
(ii) If not listed pursuant to subparagraph (i),
the New York stock exchange.
(iii) If not listed pursuant to subparagraph
(i) or (ii), the principal United States security
exchange registered under the Securities Exchange Act
of 1934, 48 Stat. 881.
(iv) If not listed pursuant to subparagraph (i),
(ii), or (iii), the highest closing bid quotation
during the 30-day period preceding the date in question
as listed on the National Association of Securities
Dealers, Inc. automated quotations system or any other
system then in use.<PAGE>
(v) If a listing is not available pursuant to
subparagraphs (i) to (iv), then, the fair market value
of the shares, on the date in question, as determined
in good faith by this Corporation's Board of Directors.
(b) With respect to property other than cash or
shares, the fair market value of the property on the date in
question, as determined in good faith by this Corporation's
Board of Directors.
(12) Valuation Date means:
(a) In a Business Combination voted upon by
shareholders, the day prior to the date of the shareholders
vote or the day which is 20 calendar days prior to the
consummation of the Business Combination, whichever is
later.
(b) In a Business Combination not voted upon by
shareholders, the date of the consummation of the Business
Combination.
(13) Voting Stock means those shares of a corporation
entitled to vote generally in the election of directors.
E. The Continuing Directors (as defined in Article XV) by
majority vote shall have the power to determine for the purposes of
this Article XIV, on the basis of information known to them after
reasonable inquiry, (a) whether a person is an Interested Shareholder,
(b) the number of shares of Voting Stock or other Equity Securities
beneficially owned by any person, (c) whether a person is an Affiliate
or Associate of another, (d) whether the assets that are the subject
of any Business Combination equal or exceed ten percent (10%) of the
net worth of this Corporation, (e) whether a proposed plan of
dissolution or liquidation is proposed by or on behalf of an
Interested Shareholder or any Affiliate or Associate of any Interested
Shareholder, (f) whether any transaction has the effect, directly or
indirectly, of increasing the proportionate share of any class or
series of Voting Stock or other Equity Securities that is beneficially
owned by an Interested Shareholder or any Affiliate or Associate of
any Interested Shareholder, (g) whether any Business Combination
satisfies the conditions set forth in Paragraphs B or C of this
Article XIV, and (h) such other matters with respect to which a
determination is required under this Article XIV. Any such
determination made in good faith shall be binding and conclusive on
all parties.
F. Nothing contained in this Article XIV shall be construed to
relieve any Interested Shareholder from any fiduciary obligation
imposed by law.
G. The fact that any Business Combination complies with the
provisions of Paragraphs B and C of this Article XIV shall not be
construed to impose any fiduciary duty, obligation or responsibility
on the Board of Directors, or any member thereof, or the Continuing
Directors, or any of them, to approve such Business Combination or
recommend its adoption or approval to the shareholders of this
Corporation, nor shall such compliance limit, prohibit or otherwise
restrict in any manner the Board of Directors, or any member thereof,
or the Continuing Directors, or any of them, with respect to
evaluations of or actions and responses taken with respect to such
Business Combination.
ARTICLE XV
Subject to the rights of the holders of any particular class or
series of preferred or preference stock of this Corporation:
A. Except as otherwise expressly provided in the
immediately following paragraph:
(1) Any merger or consolidation of this Corporation
with or into any other corporation other than a Subsidiary;
or
(2) Any sale, lease, exchange, or other disposition by
this Corporation or any Subsidiary of assets constituting
all or substantially all of the assets of this Corporation
and its Subsidiaries taken as a whole to or with any other<PAGE>
person or entity in a single transaction or series of
related transactions; or
(3) Any liquidation or dissolution of this
Corporation;
shall require, in addition to any vote required by law or
otherwise, the affirmative approval of holders of not less than
both 66 2/3% of the voting power of all shares of the Voting
Stock (as defined in Article XI), voting together as a single
class, at any regular or special meeting of shareholders, subject
to any requirement for a larger vote contained in any applicable
law and not less than a majority of the voting power of all
shares of the Voting Stock, voting together as a single class, at
any regular or special meeting of the shareholders of this
Corporation, subject to any requirement for a larger vote
contained in any applicable law, other than the Voting Stock held
by any Interested Shareholder (as defined in Article XIV).
B. The provisions of this Article XV shall not apply to
any transaction described in paragraph A if such transaction is
approved by a majority of the Continuing Directors.
C. For purposes of this Article XV, (a) the term
"Subsidiary" means any corporation of which a majority of each
class of equity security is beneficially owned, directly or
indirectly, by this Corporation, (b) the term "Affiliate," as
used to indicate a relationship to a specified person, shall mean
a person who directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common
control with, such specified person, except that, notwithstanding
the foregoing, a director of this Corporation shall not be deemed
to be an Affiliate of a specified person if such director, in the
absence of being a shareholder, director or officer of this
Corporation or a director or officer of any Subsidiary, would not
be an Affiliate of such specified person, (c) the term
"Associate," as used to indicate a relationship with a specified
person, shall mean (i) any corporation, partnership or other
organization of which such specified person is an officer or
partner or beneficially owns, directly or indirectly, 10% or more
of any class of equity securities, (ii) any trust or other estate
in which such specified person has a substantial beneficial
interest or as to which such specified person serves as trustee
or in a similar fiduciary duty, (iii) any relative or spouse of
such specified person or any relative of such spouse who has the
same home as such specified person and (iv) any person who is a
director or officer of such specified person or any or its
Affiliates, except that notwithstanding clauses, (i), (ii),
(iii), and (iv) above, a director of this Corporation shall not
be deemed to be an Associate of a specified person if such
director, in the absence of being a shareholder, director or
officer of this Corporation or a director or officer of any
Subsidiary, would not be an Associate of such specified person,
(d) the term "Transacting Entity" shall mean (i) a corporation
with which this Corporation merges or consolidates in a
transaction described in clause (1) of paragraph A of this
Article XV, (ii) a person or entity to which this Corporation
sells, leases, exchanges or otherwise disposes of assets in a
transaction described in clause (2) of paragraph A of this
Article XV, or (iii) a person, other than the Chief Executive
Officer of this Corporation, or entity who shall propose a
liquidation or dissolution described in clause (3) of paragraph A
of this Article XV, and (e) the term "Continuing Director" shall
mean a director who is neither an Affiliate nor an Associate of
the Transacting Entity, provided that if there be no Transacting
Entity, each director is a Continuing Director.<PAGE>
ARTICLE XVI
No director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for breach of the
director's fiduciary duty; provided that this Article XVI shall not
eliminate or limit the liability of a director for any breach of the
director's duty of loyalty to the Corporation or its shareholders or
for any act or omission for which the elimination or limitation of
liability is not permitted by the Business Corporation Act, as amended
from time to time. No amendment, alteration, modification or repeal
of this Article XVI shall have any effect on the liability of any
director of the Corporation with respect to any act or omission of
such director occurring prior to such amendment, alteration,
modification or repeal.<PAGE>
Form of
RESOLUTION
Adopted by the Board of Directors of
FIRST OF AMERICA BANK CORPORATION
Relating to
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
RESOLVED, that pursuant to authority expressly vested in the
Board of Directors under Article V of the Articles of Incorporation of
the Corporation, as amended, the Board of Directors divides the
authorized and unissued Preferred Stock of the Corporation, hereby
establishing and authorizing a series of 500,000 shares of Series A
Junior Participating Preferred Stock, and hereby authorizes the
issuance of such series of Series A Junior Participating Preferred
Stock having the following terms, provisions, preferences, relative
rights, voting powers, restrictions and limitations in addition to
those set forth in Article V as so amended:
I. SERIES A JUNIOR PARTICIPATING PREFERRED STOCK:
500,000 shares of Preferred Stock of the Corporation, without par
value, are hereby constituted as the original number of shares of a
series of Preferred Stock designated as Series A Junior Participating
Preferred Stock (hereinafter sometimes called the "Series A Preferred
Stock"). The term "Articles of Incorporation" when used herein shall
include all statements or certificates filed pursuant to law with
respect to any series of Preferred Stock.
II. RIGHTS AND PREFERENCES OF SERIES A PREFERRED STOCK:
Section 1. Dividends and Distributions.
(A) Subject to the prior and superior rights of the holders
of any shares of any series of Preferred Stock ranking prior and
superior to the shares of Series A Preferred Stock with respect to
dividends, the holders of shares of Series A Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of
Directors out of funds legally available for the purpose, quarterly
dividends payable in cash on the fifteenth day of February, May,
August and November in each year (each such date being referred to
herein as a "Quarterly Dividend Payment Date"), commencing on the
first Quarterly Dividend Payment Date after the first issuance of a
share or fraction of a share of Series A Preferred Stock, in an amount
per share (rounded to the nearest cent) equal to the greater of
(a) $10.00 or (b) subject to the provision for adjustment hereinafter
set forth, 100 times the aggregate per share amount of all cash
dividends, and 100 times the aggregate per share amount (payable in
kind) of all non-cash dividends or other distributions other than a
dividend payable in shares of Common Stock or a subdivision of the
outstanding shares of Common Stock (by reclassification or otherwise),
declared on the Common Stock, $10.00 par value per share, of the
Corporation (the "Common Stock") since the immediately preceding
Quarterly Dividend Payment Date, or, with respect to the first
Quarterly Dividend Payment Date, since the first issuance of any share
or fraction of a share of Series A Preferred Stock. In the event the
Corporation shall at any time after July 18, 1990 (the "Rights
Declaration Date") (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock,
or (iii) combine the outstanding Common Stock into a smaller number of
shares, then in each such case the amount to which holders of shares
of Series A Preferred Stock were entitled immediately prior to such
event under clause (b) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such event.
(B) The Corporation shall declare a dividend or
distribution on the Series A Preferred Stock as provided in
paragraph (A) above immediately after it declares a dividend or
distribution on the Common Stock (other than a dividend payable in
shares of Common Stock); provided that, in the event no dividend or
distribution shall have been declared on the Common Stock during the
period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $10.00 per
share on the Series A Preferred Stock shall nevertheless be payable on
such subsequent Quarterly Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Preferred Stock from the Quarterly<PAGE>
Dividend Payment Date next preceding the date of issue of such shares
of Series A Preferred Stock, unless the date of issue of such shares
is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue
from the date of issue of such shares, or unless the date of issue is
a Quarterly Dividend Payment Date or is a date after the record date
for the determination of holders of shares of Series A Preferred Stock
entitled to receive a quarterly dividend and before such Quarterly
Dividend Payment Date, in either of which events such dividends shall
begin to accrue and be cumulative from such Quarterly Dividend Payment
Date. Accrued but unpaid dividends shall not bear interest.
Dividends paid on the shares of Series A Preferred Stock in an amount
less than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-share
basis among all such shares at the time outstanding. The Board of
Directors may fix a record date for the determination of holders of
shares of Series A Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which record date shall be
no more than 30 days prior to the date fixed for the payment thereof.
Section 2. Voting Rights. The holders of shares of
Series A Preferred Stock shall have the following voting rights:
(A) Subject to the provisions for adjustment hereinafter
set forth, each share of Series A Preferred Stock shall entitle the
holder thereof to 100 votes on all matters submitted to a vote of the
stockholders of the Corporation. In the event the Corporation shall
at any time after the Rights Declaration Date (i) declare or pay any
dividend on Common Stock payable in shares of Common Stock,
(ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each
such case the number of votes per share to which holders of shares of
Series A Preferred Stock were entitled immediately prior to such event
shall be adjusted by multiplying such number by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately
prior to such event.
(B) Except as otherwise provided herein or by law, the
holders of shares of Series A Preferred Stock and the holders of
shares of Common Stock shall vote together as one class on all matters
submitted to a vote of stockholders of the Corporation.
(C) (i) If at any time dividends on any Series A Preferred
Stock shall be in arrears in an amount equal to four (4) quarterly
dividends thereon, the occurrence of such contingency shall mark the
beginning of a period (herein called a "default period") which shall
extend until such time when all accrued and unpaid dividends for all
previous quarterly dividend periods and for the current quarterly
dividend period on all shares of Series A Preferred Stock then
outstanding shall have been declared and paid or set apart for
payment. During each default period, all holders of Preferred Stock
(including holders of Series A Preferred Stock) with dividends in
arrears in an amount equal to four (4) quarterly dividends thereon,
voting as a class, irrespective of series, shall have the right to
elect two (2) Directors.
(ii) During any default period, such voting right of
the holders of Series A Preferred Stock may be exercised initially at
a special meeting called pursuant to subparagraph (iii) of this
Section 3(C) or at any annual meeting of stockholders, and thereafter
at annual meetings of stockholders, provided that neither such voting
right nor the right of the holders of any other series of Preferred
Stock, if any, to increase, in certain cases, the authorized number of
Directors shall be exercised unless the holders of ten percent (10%)
in number of shares of Preferred Stock outstanding shall be present in
person or by proxy. The absence of a quorum of the holders of Common
Stock shall not affect the exercise by the holders of Preferred Stock
of such voting right. At any meeting at which the holders of
Preferred Stock shall exercise such voting right initially during an
existing default period, they shall have the right, voting as a class,
to elect Directors to fill such vacancies, if any, in the Board of
Directors as may then exist up to two (2) Directors or, if such right
is exercised at an annual meeting, to elect two (2) Directors. If the
number which may be so elected at any special meeting does not amount
to the required number, the holders of the Preferred Stock shall have
the right, subject to the limitation on number of directors set forth
in the Certificate of Incorporation, to make such increase in the
number of Directors as shall be necessary to permit the election by
them of the required number. After the holders of the Preferred Stock<PAGE>
shall have exercised their right to elect Directors in any default
period and during the continuance of such period, the number of
Directors shall not be increased or decreased except by vote of the
holders of Preferred Stock as herein provided or pursuant to the
rights of any equity securities ranking senior to or pari passu with
the Series A Preferred Stock.
(iii) Unless the holders of Preferred Stock shall,
during an existing default period, have previously exercised their
right to elect Directors, the Board of Directors may order, or any
stockholder or stockholders owning in the aggregate not less than ten
percent (10%) of the total number of shares of Preferred Stock
outstanding, irrespective of series, may request, the calling of a
special meeting of the holders of Preferred Stock, which meeting shall
thereupon be called by the Chairman, the President, the Executive
Committee or the Board of Directors of the Corporation. Notice of
such meeting and of any annual meeting at which holders of Preferred
Stock are entitled to vote pursuant to this paragraph (C)(iii) shall
be given to each holder of record of Preferred Stock by mailing a copy
of such notice to him at his last address as the same appears on the
books of the Corporation. Such meeting shall be called for a time not
earlier than 15 days and not later than 60 days after such order or
request; or in default of the calling of such meeting within 60 days
after such order or request, such meeting may be called on similar
notice by any stockholder or stockholders owning in the aggregate not
less than 10% of the total number of shares of Preferred Stock
outstanding. Notwithstanding the provisions of this
paragraph (C)(iii), no such special meeting shall be called during the
period within 60 days immediately preceding the date fixed for the
next annual meeting of the stockholders.
(iv) In any default period the holders of Common Stock,
and other classes of stock of the Corporation if applicable, shall
continue to be entitled to elect the whole number of Directors until
the holders of Preferred Stock shall have exercised their right to
elect two (2) Directors voting as a class, after the exercise of which
right (x) the Directors so elected by the holders of Preferred Stock
shall continue in office until their successors shall have been
elected by such holders or until the expiration of the default period,
and (y) any vacancy in the Board of Directors may (except as provided
in paragraph (C)(ii) of this Section 3) be filled by vote of a
majority of the remaining Directors theretofore elected by the holders
of the class of stock which elected the Director whose office shall
have become vacant. References in this paragraph (C) to Directors
elected by the holders of a particular class of stock shall include
Directors elected by such Directors to fill vacancies as provided in
clause (y) of the foregoing sentence.
(v) Immediately upon the expiration of a default
period, (x) the right of the holders of Preferred Stock as a class to
elect Directors shall cease, (y) the term of any Directors elected by
the holders of Preferred Stock as a class shall terminate, and (z) the
number of Directors shall be such number as may be provided for in the
Certificate of Incorporation or by-laws irrespective of any increase
made pursuant to the provisions of paragraph (C)(ii) of this Section 3
(such number being subject, however, to change thereafter in any
manner provided by law or in the certificate of incorporation or
by-laws). Any vacancies in the Board of Directors effected by the
provisions of clauses (y) and (z) in the preceding sentence may be
filled by a majority of the remaining Directors.
(D) Except as set forth herein, holders of Series A
Preferred Stock shall have no special voting rights and their consent
shall not be required (except to the extent they are entitled to vote
with holders of Common Stock as set forth herein) for taking any
corporate action.
Section 3. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided in
Section 2 are in arrears, thereafter and until all accrued and unpaid
dividends and distributions, whether or not declared, on shares of
Series A Preferred Stock outstanding shall have been paid in full, the
Corporation shall not
(i) declare or pay dividends on, make any other
distributions on, or redeem or purchase or otherwise acquire for
consideration any shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the
Series A Preferred Stock;<PAGE>
(ii) declare or pay dividends on or make any other
distributions on any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred Stock, except dividends paid ratably on the
Series A Preferred Stock and all such parity stock on which dividends
are payable or in arrears in proportion to the total amounts to which
the holders of all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred Stock, provided that the Corporation may at any
time redeem, purchase or otherwise acquire shares of any such parity
stock in exchange for shares of any stock of the Corporation ranking
junior (either as to dividends or upon dissolution, liquidation or
winding up) to the Series A Preferred Stock; or
(iv) purchase or otherwise acquire for consideration
any shares of Series A Preferred Stock, or any shares of stock ranking
on a parity with the Series A Preferred Stock, except in accordance
with a purchase offer made in writing or by publication (as determined
by the Board of Directors) to all holders of such shares upon such
terms as the Board of Directors, after consideration of the respective
annual dividend rates and other relative rights and preferences of the
respective series and classes, shall determine in good faith will
result in fair and equitable treatment among the respective series or
classes.
B. The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any
shares of stock of the Corporation unless the Corporation could, under
paragraph (A) of this Section 4, purchase or otherwise acquire such
shares at such time and in such manner.
Section 4. Reacquired Shares. Any shares of Series A
Preferred Stock purchased or otherwise acquired by the Corporation in
any manner whatsoever shall be retired and canceled promptly after the
acquisition thereof. All such shares shall upon their cancellation
become authorized but unissued shares of Preferred Stock and may be
reissued as part of a new series of Preferred Stock to be created by
resolution or resolutions of the Board of Directors, subject to the
conditions and restrictions on issuance set forth herein.
Section 5. Liquidation, Dissolution or Winding Up.
(A) Upon any voluntary liquidation, dissolution or winding
up of the Corporation, no distribution shall be made (1) to the
holders of shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series A Preferred
Stock unless, prior thereto, the holders of shares of Series A
Preferred Stock shall have received $190.00 per share, plus an amount
equal to accrued and unpaid dividends and distributions thereon,
whether or not declared, to the date of such payment (the "Series A
Liquidation Preference"). Following the payment of the full amount of
the Series A Liquidation Preference, no additional distributions shall
be made to the holders of shares of Series A Preferred Stock unless,
prior thereto, the holders of shares of Common Stock shall have
received an amount per share (the "Common Adjustment") equal to the
quotient obtained by dividing (i) the Series A Liquidation Preference
by (ii) 100 (as appropriately adjusted as set forth in subparagraph C
below to reflect such events as stock splits, stock dividends and
recapitalizations with respect to the Common Stock) (such number in
clause (ii), the "Adjustment Number"). Following the payment of the
full amount of the Series A Liquidation Preference and the Common
Adjustment in respect of all outstanding shares of Series A Preferred
Stock and Common Stock, respectively, holders of Series A Preferred
Stock and holders of shares of Common Stock shall receive their
ratable and proportionate share of the remaining assets to be
distributed in the ratio of the Adjustment Number to 1 with respect to
such Preferred Stock and Common Stock, on a per share basis,
respectively.
(B) In the event, however, that there are not sufficient
assets available to permit payment in full of the Series A Liquidation
Preference and the liquidation preferences of all other series of
preferred stock, if any, which rank on a parity with the Series A
Preferred Stock, then such remaining assets shall be distributed
ratably to the holders of such parity shares in proportion to their
respective liquidation preferences. In the event, however, that there
are not sufficient assets available to permit payment in full of the<PAGE>
Common Adjustment, then such remaining assets shall be distributed
ratably to the holders of Common Stock.
(C) In the event the Corporation shall at any time after
the Rights Declaration Date (i) declare any dividend on Common Stock
payable in shares in Common Stock, (ii) subdivide the outstanding
Common Stock, or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the Adjustment Number
in effect immediately prior to such event shall be adjusted by
multiplying such Adjustment Number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of shares
of Common Stock that were outstanding immediately prior to such event.
Section 6. Consolidation, Merger, Etc. In case the
Corporation shall enter into any consolidation, merger, combination or
other transaction in which the shares of Common Stock are exchanged
for or changed into other stock or securities, cash and/or any other
property, then in any such case the shares of Series A Preferred Stock
shall at the same time be similarly exchanged or changed in an amount
per share (subject to the provision for adjustment hereinafter set
forth) equal to 100 times the aggregate amount of stock, securities,
cash and/or any other property (payable in kind), as the case may be,
into which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time after the
Rights Declaration Date (i) declare or pay any dividend on Common
Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the outstanding Common
Stock into a smaller number of shares, then in each such case the
amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series A Preferred Stock shall be
adjusted by multiplying such amount by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of shares
of Common Stock that were outstanding immediately prior to such event.
Section 7. Ranking. The Series A Preferred Stock shall
rank junior to all other series of the Corporation's Preferred Stock
as to the payment of dividends and the distribution of assets, unless
the terms of any such series shall provide otherwise.
Section 8. Amendment. The Certificate of Incorporation
of the Corporation shall not be amended in any manner which would
materially alter or change the powers, preferences or special rights
of the Series A Preferred Stock so as to affect them adversely without
the affirmative vote of the holders of two-thirds or more of the
outstanding shares of Series A Preferred Stock, voting separately as a
class.
Section 9. Fractional Shares. Series A Preferred Stock
may be issued in fractions of a share which shall entitle the holder,
in proportion to such holder's fractional shares, to exercise voting
rights, receive dividends, participate in liquidating distributions
and to have the benefit of all other rights of holders of Series A
Preferred Stock.
CERTIFICATE
THE UNDERSIGNED, John B. Rapp, hereby certifies that he is an
Executive Vice President and the Secretary of First of America Bank
Corporation, a Michigan corporation, and that the foregoing is a true
and correct copy of a Resolution duly adopted at a meeting of the
Board of Directors of said Corporation and held July 18, 1990, at
which a quorum was present and acting throughout and that such
Resolution is in full force and effect and has not been amended,
rescinded, or repealed as of the date hereof.
Dated: July 18, 1990
/s/ JOHN B. RAPP
John B. Rapp
Executive Vice President and
Secretary<PAGE>
3 FIRST OF AMERICA BANK CORPORATION
Resolution Adopted by the Board of Directors
on December 10, 1986
Relating to
Series F 9% Convertible Preferred Stock
RESOLVED, that pursuant to authority expressly vested in the
Board of Directors under Article V of the Articles of Incorporation of
the Corporation, as amended, the Board of Directors divides the
authorized and unissued Preferred Stock of the Corporation, hereby
establishing and authorizing a series of 400,000 shares of Series F 9%
Convertible Preferred Stock, and hereby authorizes the issuance of
such series of Series F 9% Convertible Preferred Stock having the
following terms, provisions, preferences, relative rights, voting
powers, restrictions and limitations in addition to those set forth in
Article V as so amended:
1. SERIES F 9% CONVERTIBLE PREFERRED STOCK:
400,000 shares of Preferred Stock of the Corporation, without par
value, are hereby constituted as the original number of shares of a
series of Preferred Stock designated as Series F 9% Convertible
Preferred Stock (hereinafter sometimes called the "Series F
Preferred"). The term "Articles of Incorporation" when used herein
shall include all statements or certificates filed pursuant to law
with respect to any series of Preferred Stock.
2. RIGHTS AND PREFERENCES OF SERIES F PREFERRED:
A. The Corporation shall not issue any shares of Preferred
Stock or any other class of Stock ranking senior as to dividends or
liquidation to the Series F Preferred without the affirmative vote or
written consent of the holders of a majority of the outstanding shares
of Series F Preferred. There shall be no change in the Corporation's
Articles of Incorporation amending the terms of the Preferred Stock as
initially adopted or the terms (including number of shares) of the
Series F Preferred without the affirmative vote or written consent of
the holders of a majority of the Series F Preferred outstanding.
B. The Series F Preferred of the Corporation shall rank prior
to the Common Stock of the Corporation both as to dividends and
assets, and any class or classes or series of stock shall be deemed to
rank (i) prior to the Series F Preferred either as to dividends or
assets if the holders of such class or classes or series shall be
entitled to the receipt of dividends or of amounts distributable upon
liquidation, dissolution or winding up, as the case may be, in
preference or priority to the holders of the Series F Preferred;
(ii) on a parity with the Series F Preferred either as to dividends or
assets, whether or not the dividend rates, dividend payment dates or
redemption or liquidation prices per share thereof be different from
those of the Series F Preferred, if the holders of such class or
classes or series of stock shall be entitled to the receipt of
dividends or of amounts distributable upon liquidation, dissolution or
winding up, as the case may be, in proportion to their respective
dividend rates or liquidation prices, without preference or priority
one over the other with respect to the holders of the Series F
Preferred; and (iii) junior to the Series F Preferred either as to
dividends or assets, if the rights of the holders of such class or
classes or series shall be subject or subordinate to the rights of the
holders of the Series F Preferred in respect of the receipt of
dividends or of the amounts distributable upon liquidation,
dissolution or winding up, as the case may be.
3. DIVIDENDS:
A. Subject to the provisions hereinafter set forth, the
Series F Preferred shall be entitled to receive, when and as declared
by the Board of Directors, out of any funds of the Corporation
lawfully available therefor, cumulative cash dividends annually at the
rate of $17.10 per share and no more payable quarterly on the first
day of March, June, September and December in each year (each such day
being hereinafter referred to as a "quarterly dividend date") to
shareholders of record at the close of business on such date as shall
be fixed by the Board of Directors at the time of the declaration of
the dividend. Such dividends on each share of Series F Preferred
shall be cumulative from the date of issue thereof, and shall be
appropriately prorated with respect to the period between the date of
issue and the first dividend payment date.<PAGE>
B. The amount of unpaid dividends accumulated on any share of
Series F Preferred during the period during which such share is
outstanding shall be deemed to be the amount of any unpaid dividends
accumulated thereon through the latest preceding dividend date,
whether or not earned or declared. Accumulated unpaid dividends shall
not bear interest.
C. As long as any shares of Series F Preferred, any shares of
9% Convertible Preference Stock, any shares of Series B 9% Convertible
Preferred Stock, any shares of Series C 9 1/4% Convertible Preferred
Stock, any shares of Series D 11 1/4% Convertible Preferred Stock, any
shares of Series E 10% Convertible Preferred Stock and any other
shares of any class or series of stock of the Corporation ranking on a
parity with the Series F Preferred in the payment of dividends are
outstanding and the stated dividends on all such stock are not paid in
full, the shares of all classes and series of such stock including the
Series F Preferred shall share ratably in the payment of dividends
including accumulations, if any, in like proportion to the sum which
would be payable on such shares if all dividends were declared and
paid in full.
D. At any time after full cumulative dividends for all previous
dividend periods shall have been paid on the Series F Preferred, 9%
Convertible Preference Stock, the Series B 9% Convertible Preferred
Stock, the Series C 9 1/4% Convertible Preferred Stock, the Series D 11 1/4%
Convertible Preferred Stock, the Series E 10% Convertible Preferred
Stock and each other class or series of stock (if any) ranking prior
to, or on a parity with, the Series F Preferred as to dividends, then,
but not prior thereto, out of any funds of the Corporation lawfully
available therefor, dividends may be declared on the class or classes
or series of stock junior to the Series F Preferred as to dividends,
subject to the respective terms and provisions applying thereto. If
at any time the Corporation shall be in arrears in respect to
dividends on any shares of Series F Preferred, thereafter until such
dividends shall have been paid or declared and set apart for payment,
the Series F Preferred or any subsidiary shall not purchase, redeem or
otherwise acquire for consideration any shares of any class or series
of stock then outstanding and ranking on a parity with or junior to
the Series F Preferred nor shall the Corporation optionally prepay any
notes, bonds or other similar obligations not then due, or amend the
terms thereof to accelerate any payments thereon.
4. LIQUIDATION:
In the event of any voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Corporation, after
payment or provision for payment of the debts of the Corporation and
provision for the rights on such event of any class or series of stock
ranking prior to the Series F Preferred, if any, and other liabilities
of the Corporation and before any distribution to the holders of
shares of Common Stock or any other class or series of stock junior to
the Series F Preferred, the holders of shares of Series F Preferred
shall be entitled to receive out of the net assets of the Corporation
an amount in cash for each share equal to $190.00 per share (the
"liquidating value"), plus all dividends accumulated and unpaid on
each such share of Series F Preferred and an amount equal to a
quarterly dividend prorated on the basis of the number of days from
the latest quarterly dividend date to the date fixed for distribution
and no more. If the above-stated amount payable in such event to the
holders of the Series F Preferred and the amount payable to the
holders of 9% Convertible Preference Stock, the Series B 9%
Convertible Preferred Stock, the Series C 9 1/4% Convertible Preferred
Stock, the Series D 11 1/4% Convertible Preferred Stock, the Series E 10%
Convertible Preferred Stock and any other class or series of stock
ranking on a parity with the Series F Preferred in liquidation, cannot
be paid in full, the holders of shares of Series F Preferred and any
other class or series of stock with an equal preference in liquidation
shall share ratably in any distribution of assets in proportion to the
sums which would have been paid to them upon such distribution if all
sums payable were paid and discharged in full. Neither the merger nor
consolidation of the Corporation nor the sale, lease or conveyance of
all or a part of its assets shall be deemed to be a liquidation,
dissolution or winding up of the affairs of the Corporation.
5. REDEMPTION:
A. The Series F Preferred shall be subject to redemption on and
after the seventh anniversary of the date of issuance at the option of
the Corporation, as a whole at any time, or in part, from time to
time, as the Board of Directors may from time to time determine, at a
redemption price without premium of $190.00 per share plus, in each<PAGE>
case, an amount equivalent to all accumulated unpaid dividends thereon
and an amount equal to a quarterly dividend pro-rated on the basis of
the number of days from the latest quarterly dividend date to the date
fixed for redemption.
B. In the case of any redemption, a notice of the time and
place of redemption shall be given by certified or registered mail not
less than thirty (30) nor more than sixty (60) days prior to the date
fixed for redemption, to the holders of record of the shares so to be
redeemed, in such form as may be prescribed by the Board of Directors
(said notice shall include notice of the conversion privilege and the
time period and requirements to be met to perfect a conversion);
provided, that in case of redemption of less than all of the
outstanding shares of the Series F Preferred, the shares of Series F
Preferred shall be redeemed pro rata to the nearest whole share per
holder. At any time after notice of redemption has been given in the
form prescribed by the Board of Directors to the holders of shares so
to be redeemed, the Corporation may, on or prior to the date specified
in such notice for redemption, deposit either cash or a letter of
credit with a bank, trust company or national banking association
which is a member of the Federal Reserve System having capital,
surplus and undivided profits of at least $50,000,000.00, named in
such notice, for the aggregate redemption price, in trust, for
immediate payment, in the amounts aforesaid, to the respective orders
of the holders of the shares so to be redeemed and upon surrender of
the certificates for such shares on such endorsement to the
Corporation or its nominee or otherwise as may be required. Upon the
date fixed for redemption (unless the Corporation shall default in
making payment of the redemption price as set forth in such notice)
and the Corporation's compliance with any applicable provisions of the
Michigan Business Corporation Act, as then in effect, such holders
shall cease to be shareholders with respect to the said shares so
called for redemption, and from and after the date fixed for
redemption (the Corporation not having defaulted in making payment of
the redemption price as set forth in such notice) the said shares so
called for redemption shall no longer be transferable on the books of
the Corporation and the holders thereof shall have no interest in or
claim against the Corporation with respect to the said shares but
shall be entitled only to receive the redemption price from the said
bank, trust company or national banking association or from the
Corporation, without interest thereon, upon surrender of the
certificates as aforesaid. Any funds so deposited (together with any
interest thereon) which shall not be required for such redemption
shall be returned to the Corporation forthwith.
C. If at any time less than all of the outstanding shares of
Series F Preferred is to be redeemed, the number of shares to be
redeemed shall be determined by the Board of Directors of the
Corporation, provided however the minimum amount of any such partial
redemption shall be 10% of the shares of Series F Preferred initially
outstanding and the shares to be redeemed shall be determined pro rata
to the nearest whole share per holder; and provided further that if,
prior to any redemption, the shares of Series F Preferred shall have
become quoted on NASDAQ, the Corporation shall not make a redemption
of less than all of the outstanding shares of Series F Preferred if
there remains outstanding after the redemption fewer shares than the
number required for continued qualification and authorization for
NASDAQ. The Board of Directors of the Corporation, subject to the
foregoing, shall, in each instance, prescribe the manner in which the
shares of Series F Preferred shall be redeemed.
D. In order to facilitate the redemption of any shares of
Series F Preferred that may be chosen for redemption, the Board of
Directors may cause the transfer books of the Corporation to be closed
as to all such shares at any time from and after the date fixed for
redemption and may make and enforce any and all such reasonable
regulations not inconsistent herewith governing the manner of
redemption as the Board of Directors in its discretion may deem
advisable.
E. If at any time the Corporation shall fail to pay full
cumulative dividends on any shares of Series F Preferred, thereafter
and until such dividends shall have been paid or declared and set
apart for payment, the Corporation shall not make any redemption of
less than all of the shares of Series F Preferred at such time
outstanding, and neither the Corporation nor any subsidiary shall
purchase any shares of Series F Preferred except in accordance with a
purchase offer made to all holders of the shares of Series F
Preferred, provided that nothing herein shall prevent the Corporation
from completing the redemption of shares of Series F Preferred<PAGE>
pursuant to a notice of redemption which was mailed prior to any such
failure to pay dividends.
F. All certificates of Series F Preferred surrendered on
redemption and the shares of Series F Preferred redeemed as provided
herein shall be cancelled and retired and no further shares of
Series F Preferred shall be issued in lieu thereof.
6. VOTING RIGHTS:
Except as otherwise expressly provided by law and except as
hereinafter provided, the holders of shares of Series F Preferred
shall have no voting rights and shall not be entitled to notice of
meetings of shareholders, and the exclusive voting power shall be
vested in the holders of shares of Common Stock except:
A. The Corporation shall not issue any shares of stock ranking
prior as to dividends or liquidation to the Series F Preferred voting
or consenting as a class. There shall be no amendment of this
Resolution or of any part of the Corporation's Articles of
Incorporation amending the terms of the Preferred Stock (including the
number of shares of the Series F Preferred) without the affirmative
vote or written consent of the holders of a majority of the shares of
Series F Preferred outstanding.
B. Whenever accumulated dividends on any Series F Preferred
then outstanding have not been paid in an aggregate amount equivalent
to four full quarterly dividends, then the holders of shares of
Series F Preferred and any other series of Preferred Stock of the
Corporation entitled to vote then outstanding voting as a single
combined class, shall be entitled to vote for and elect additional
directors to the nearest whole number equal to that percentage of the
then current number of directors determined by dividing the
Corporation's then total stockholders' equity into the total stated
capital of Series F Preferred and any other series of Preferred Stock
entitled to vote, such additional directors to hold office until the
next annual meeting or until such arrearages are cured, whichever
first occurs, and the holders of shares of Common Stock, voting
separately and as a class, shall be entitled to elect the number of
directors specified in or pursuant to the By-Laws of the Corporation
in the absence of an arrearage. The holders of shares of Series F
Preferred and any other series of Preferred Stock entitled to vote
shall continue to have such right to vote for and elect additional
directors until such time as all accumulated dividends and the then
current dividends on all shares then outstanding shall have been
declared and paid in full, or money for the payment thereof set apart,
whereupon the holders of Series F Preferred and any other series of
Preferred Stock entitled to vote shall be divested of such right to
vote for and elect directors and the exclusive voting power to vote
for and elect directors revested in the holders of Common Stock as
before. Whenever the right of the holders of shares of Series F
Preferred and any other series of Preferred Stock entitled to vote for
and elect additional directors as herein provided shall have been so
terminated, the terms of office of any persons who at that time may be
additional directors elected by the holders of shares of Series F
Preferred and any other series of Preferred Stock entitled to vote
shall forthwith expire. If the right to vote for and elect additional
directors, as herein provided, shall accrue to the holders of Series F
Preferred and any other series of Preferred Stock entitled to vote
within ninety (90) days prior to the date fixed by the By-Laws of the
Corporation for the annual meeting of shareholders next ensuing, the
holders of shares of Series F Preferred and any other series of
Preferred Stock entitled to vote then outstanding shall be given
notice of such annual meeting in the same manner as such notice is
given to the holders of shares of Common Stock, and the holders of
shares of Series F Preferred and any other series of Preferred Stock
entitled to vote for and elect additional directors and of shares of
Common Stock shall be entitled to elect directors, as provided, at
such meeting. If the holders of shares of Series F Preferred and any
other series of Preferred Stock entitled to vote then outstanding
shall not exercise their power to elect additional directors at such
annual meeting (or any adjournment thereof), then the holders of
shares of Common Stock voting at such meeting shall have the right to
elect such additional directors as well as the directors which the
holders of shares of Common Stock are otherwise entitled to elect at
such meeting. If the right to elect additional directors, as herein
provided, shall accrue to the holders of the Series F Preferred and
any other series of Preferred Stock entitled to vote at a time not
within 90 days prior to the date fixed by the By-Laws of the
Corporation for the annual meeting of shareholders next ensuing, the
Board of Directors, upon the written request of the holders of at<PAGE>
least 10% of the shares of Series F Preferred then outstanding, shall
give notice of a meeting of the holders of shares of Series F
Preferred and any other class or series of a class of stock entitled
to vote for and elect additional directors to be held for the election
of additional directors within not less than fifteen (15) nor more
than sixty (60) days after the receipt of such request, at which
meeting the holders of shares of the Series F Preferred and holders of
any other class or series of a class of stock entitled to vote shall
be entitled to elect additional directors as provided herein and in
such other instruments under which holders of any such other class or
series of stock may be entitled to elect additional directors.
Whether or not the holders of 10% of the Series F Preferred request
such meeting, the holders of shares of Series F Preferred and the
holders of any other series of Preferred Stock entitled to vote shall
be entitled to notice of such a meeting and to vote for and elect,
voting as a class, additional directors, as herein provided, at each
successive annual meeting until such time as all accumulated dividends
and the then current dividends on all shares then outstanding shall
have been declared and paid in full, or money for the payment thereof
set apart. All notices of meetings shall be given and the election of
directors shall be held in accordance with the provisions contained in
the By-Laws of the Corporation.
7. CONVERSION PRIVILEGE:
Immediately upon the date of issuance, shares of Series F
Preferred are, at the option of the holders thereof, convertible into
fully paid and non-assessable shares of Common Stock of the
Corporation, upon the following terms and conditions, at any time and
from time to time, except that any of such shares of Series F
Preferred which have been called for redemption shall be convertible
up to and including, but not after, the close of business on the fifth
day prior to the date fixed for redemption.
A. In order to exercise the conversion privilege, the holder of
any shares of Series F Preferred to be converted shall surrender to
the Corporation or any transfer agent of the Corporation for such
shares, the certificate or certificates therefor which certificates
shall be, if required by the Corporation, duly endorsed by, and
accompanied by instruments of transfer in form satisfactory to the
Corporation duly executed by the registered holder or his duly
authorized attorney, duly accompanied by written notice to convert all
such shares or a whole number of such shares stated in such notice
executed on the form set forth on such certificates or on such other
form as may be satisfactory to the Corporation.
As soon as practicable after the surrender of such certificates
as provided above, the Corporation shall cause to be issued and
delivered, at the office of such transfer agent, to or on the order of
the holder of the certificates thus surrendered, a certificate or
certificates for the number of full shares of Common Stock issuable
hereunder upon the conversion of shares of Series F Preferred and
cash, as provided in Paragraph E hereof, in respect to any fraction of
a share of Common Stock issuable upon such conversion. Such
conversion shall be deemed to have been effected on the date on which
the certificates for such shares of Series F Preferred have been
surrendered accompanied by such written notice as provided above, and
the person in whose name any certificate or certificates for shares of
Common Stock are issuable upon such conversion shall be deemed to have
become on such date the holder of record of the shares represented
thereby.
B. No adjustment or allowance shall be made for dividends on
shares of Series F Preferred surrendered for conversion, whether
accrued, accumulated, or otherwise; provided that any converting
holder of shares of Series F Preferred who exercises the conversion
privilege effective on a date as of which there are unpaid dividends
accumulated shall be subsequently paid the amount of such unpaid
dividends accumulated on the Series F Preferred or any other series of
Preferred Stock and 9% Convertible Preference Stock and any other
shares of any class or series of stock ranking on a parity with the
Series F Preferred in the payment of dividends. The right to such
payment shall not be transferable.
C. Shares of Series F Preferred are initially convertible into
shares of Common Stock at the initial conversion price of $63.33 for
each share of Common Stock taking such shares of Series F Preferred at
$190.00 per share, so that one (1) share of Series F Preferred shall
initially be convertible into 3 shares of Common Stock.<PAGE>
D. (i) In case the Corporation shall at any time after the date
hereof (a) pay a dividend or make a distribution on Common Stock in
shares of Common Stock, (b) subdivide or reclassify its outstanding
Common Stock into a greater number of shares of Common Stock, or
(c) combine or reclassify its outstanding Common Stock into a smaller
number of shares, the conversion price in effect at the time of the
record date for such dividend or distribution or the effective date of
such subdivision, combination or reclassification shall be adjusted so
that the holder of any shares of Series F Preferred surrendered for
conversion after such time shall be entitled to receive the number of
shares of Common Stock which he would have owned or be entitled to
receive had such shares of Series F Preferred been converted
immediately prior to such time.
(ii) In case the Corporation shall issue to all holders of
shares of Common Stock rights or warrants entitling them to subscribe
for the purchase of shares of Common Stock (or securities convertible
into such shares) at a price per share of Common Stock (or having a
conversion price per share of Common Stock) less than the current
market price (determined as provided in Subparagraph (iv)) of shares
of Common Stock on the record date mentioned below, the conversion
price shall be adjusted so that the same shall equal a conversion
price determined by multiplying the conversion price in effect
immediately prior to the record date of such issuance by a fraction,
of which the numerator shall be the number of shares of Common Stock
outstanding on the record date mentioned below plus the number of
shares of Common Stock which the aggregate offering price of the total
number of shares of Common Stock so offered (or the aggregate
conversion price of the convertible securities so offered) would
purchase at such current market price per share of Common Stock and of
which the denominator shall be the number of shares of Common Stock
outstanding on such record date plus the number of additional shares
of Common Stock offered for subscription or purchase (or into which
the convertible securities so offered are convertible). Such
adjustment shall be made whenever such rights or warrants or
securities convertible into shares of Common Stock are issued and
shall become effective immediately after the record date for the
determination of shareholders entitled to receive such rights or
warrants or securities convertible into shares of Common Stock, and to
the extent that shares of Common Stock are not delivered) after the
expiration of such rights or warrants the conversion price shall be
readjusted to the conversion price which would then be in effect had
the adjustments made upon the issuance of such rights or warrants been
made upon the basis of delivery of only the number of shares of Common
Stock (or securities convertible into Common Stock) actually
delivered.
(iii) In case at any time there shall be a consolidation of
the Corporation with or a merger of the Corporation with or into any
other corporation or a sale of the properties and assets of the
Corporation as, or substantially as, an entirety to any other
corporation, each share of Series F Preferred shall, after such
consolidation, merger or sale, be convertible into the number of
shares of stock or other securities and the amount and kind of
property to which a holder of the number of shares of Common Stock
deliverable upon conversion of such share of Series F Preferred would
have been entitled upon such consolidation, merger or sale; and in any
case, if necessary, the provisions in this Paragraph 7D with respect
to the rights and interests thereafter of the holders of shares of
Series F Preferred shall be appropriately adjusted so as to be
convertible, as nearly as may reasonably be possible, to any shares of
stock or other securities or property thereafter deliverable upon
conversion of the shares of Series F Preferred.
(iv) For the purpose of any computation under
Subparagraph (ii) above, the current market price per share of Common
Stock at any date shall be deemed to be the average of the daily
prices for the thirty consecutive business days commencing
forty-five (45) business dates before the date in question. The price
of each day shall be the closing price as reported by NASDAQ, or if
not so available, the fair market price as determined by the Board of
Directors, except that, if Common Stock of the Corporation shall have
been listed or admitted to trading on any national securities
exchange, the price for each day shall be the last reported sale price
regular way or, in case no such reported sale takes place on such day,
the average of the last reported bid and asked prices regular way, in
either case on the principal national securities exchange on which the
Common Stock is admitted to trading or listed.
(v) In any case in which this Paragraph 7D shall require
that an adjustment shall become effective immediately after a record<PAGE>
date for an event, the Corporation may defer until the occurrence of
such event (a) issuing to the holder of any Series F Preferred
converted after such record date and before the occurrence of such
event certificates representing the shares of Common Stock issuable
upon such conversion, and (b) paying to such holder any amount in cash
in lieu of a fractional share of Common Stock pursuant to
Paragraph 7E; provided, however, the Corporation shall deliver to such
holder a due bill or other appropriate instrument evidencing such
holder's right to receive such additional shares of Common Stock, and
such cash, upon the occurrence of the event requiring such adjustment.
(vi) All calculations under this Section 7 shall be made to
the nearest cent or to the nearest one-hundredth of a share of Common
Stock, as the case may be.
(vii) Anything in this Paragraph 7D to the contrary
notwithstanding, the Corporation shall be entitled to make such
reductions in the conversion price, in addition to those required by
this Paragraph 7D, as it in its discretion shall determine to be
advisable in order that any dividend or distribution in shares of
Common Stock, subdivision, reclassification or combination of shares
of Common Stock, issuance of right or warrants, or distribution of
shares of stock other than Common Stock, evidences of indebtedness or
assets (excluding cash dividends) hereafter made by the Corporation to
its shareholders shall not be taxable to them.
(viii) Except as herein otherwise provided, no adjustment in
the conversion price shall be made by reason of the issuance of shares
of Common Stock, or any securities convertible into or exchangeable
for shares of Common Stock, or securities carrying the right to
purchase any of the foregoing.
E. No fractional shares of Common Stock shall be issued upon
conversion of any shares of Series F Preferred, but in lieu of
fractional shares the Corporation shall pay an amount in cash equal to
the current market value of such fractional interest, computed on the
basis of the closing price as reported by NASDAQ for the day prior to
the day such conversion is effected or, if not so available, the fair
market price as determined by the Board of Directors, except that if
Common Stock of the Corporation shall have been listed or admitted to
trading on any national securities exchange, the current market value
shall be the closing price of Common Stock on the latest trading day
prior to the day such conversion is effected on which shares of Common
Stock were traded on the principal national securities exchange on
which the Common Stock is admitted to trading or listed.
F. After any adjustment of the conversion price has been made
pursuant to Paragraph 7D hereof, the Corporation shall, as soon as
possible, file with each transfer agent of Series F Preferred and the
Common Stock a certificate signed by the Chairman or the President or
a Vice President of the Corporation setting forth in reasonable detail
the facts requiring the adjustment of the conversion price and
specifying the adjusted conversion price.
G. As long as any of the Series F Preferred remains
outstanding, the Corporation shall take all steps necessary to reserve
and keep available a number of its authorized but unissued shares of
Common Stock sufficient for issuance upon conversion of all such
outstanding shares of Series F Preferred.
H. In case of the voluntary dissolution, liquidation, or
winding up of the Corporation, all conversion rights of the holders of
the Series F Preferred shall terminate on a date fixed by the Board of
Directors, but not more than thirty (30) days prior to the record date
for determining the holders of shares of Common Stock entitled to
receive any distribution upon such dissolution, liquidation, or
winding up. The Corporation shall cause notice of the proposed
action, and the date of termination of conversion rights, to be mailed
to the holders of record of the Series F Preferred not later than
thirty (30) days prior to the date of such termination, and shall
promptly give similar notice to each transfer agent for the Series F
Preferred and for the Common Stock. Such notice shall also state the
conversion price then in effect and shall state the terms of the plan
of dissolution, liquidation or winding up.
I. All certificates of Series F Preferred surrendered for
conversion and the shares of Series F Preferred converted as provided
herein shall be cancelled and retired and no further shares of
Series F Preferred shall be issued in lieu thereof.<PAGE>
J. The issuance of shares of Common Stock on conversion of
shares of Series F Preferred shall be without charge to the holder for
any fee, expense or tax in respect of such issuance, other than a fee,
expense or tax which may be payable in respect of a transfer involved
in the issuance or delivery of shares of Common Stock in any name
other than that of the holder of record of the shares of Series F
Preferred converted.
K. The exercise of the conversion privilege shall be subject to
such commercially reasonable regulations, not inconsistent with the
foregoing provisions of this Section 7, as may from time to time be
adopted by the Board of Directors of the Corporation.
CERTIFICATE
The undersigned, John B. Rapp, hereby certifies that he is Vice
President and Secretary of First of America Bank Corporation, a
Michigan Corporation, and that the foregoing is a true and correct
copy of a Resolution duly adopted at a meeting of the Board of
Directors of said Corporation, duly held December 10, 1986 at which a
quorum of the Directors were present and acting throughout and that
such Resolution is in full force and effect and has not been amended,
rescinded, or repealed as of the date hereof.
Dated: December 10, 1986 /s/ JOHN B. RAPP
John B. Rapp, Secretary
(SEAL)<PAGE>
FIRST OF AMERICA BANK CORPORATION
Resolution Adopted by the Board of Directors
on January 19, 1994
Relating to
Preferred Stock Cancellation,
Revocation of Series Designation and Restoration
to Status of Authorized but Unissued Shares of
Preferred Stock Free of Any Designation
WHEREAS, all outstanding shares of Series F 9% Convertible
Preferred Stock of the Corporation (the "Preferred Issue") have been
converted into common stock of the Corporation in accordance with the
terms thereof set forth in the Articles of Incorporation;
NOW THEREFORE, BE IT RESOLVED, that the Board of Directors hereby
revokes and rescinds the series designation previously given to the
Preferred Issue by the Board of Directors, and the shares of the
Preferred Issue converted are hereby canceled, and all shares of the
Preferred Issue having been restored to the status of authorized but
unissued shares of Preferred Stock of the Corporation by operation of
law shall be free of any designation or rights and preferences.
CERTIFICATE
The undersigned, George S. Nugent, hereby certifies that he is an
Executive Vice President and Secretary of First of America Bank
Corporation, a Michigan corporation,a nd that the foregoing is a true
and correct copy of a Preamble and Resolution duly adopted at a
meeting of the Board of Directors of said Corporation held January 19,
1994, at which a quorum was present and acting throughout and that
such Preamble and Resolution are in full force and effect and have not
been amended, rescinded or repealed as of the date hereof.
Dated: January 19, 1994 /s/ GEORGE S. NUGENT
George S. Nugent
Executive Vice President
and Secretary<PAGE>
Exhibit (3)(i)(b)
CERTIFICATE OF AMENDMENT TO
THE ARTICLES OF INCORPORATION
of
FIRST OF AMERICA BANK CORPORATION
Pursuant to the provisions of Act 284, Public Acts of 1972
(profit corporations), or Act 162, Public Acts of 1982 (non-profit
corporations), the undersigned corporation executes the following
Certificate:
1. The present name of the corporation:
First of America Bank Corporation
2. The identification number assigned by the Bureau is:
009-316
3. The location of the registered office is:
211 S. Rose Street, Kalamazoo, MI 49007
4. Article V of the Articles of Incorporation are hereby amended to
read as follows:
1. The total authorized capital stock is: 210,000,000 shares
Common Shares: 200,000,000, par value $10 per share
Preferred Shares: 10,000,000, without par value
2. A statement of all or any of the relative rights,
preferences and limitations of the shares of each class is as follows:
A. No holder of stock of any series or class of the Corporation
shall, as such holder, have any right to vote cumulatively for
election of directors, or have any pre-emptive or preferential right
of subscription for any stock of any class of the Corporation or for
any obligations convertible into stock or for any right of
subscription for, or any warrant or option for, the purchase of any
thereof, other than such (if any) as the Board of Directors of the
Corporation in its discretion may determine from time to time.
B. The Board of Directors is authorized, subject to limitations
prescribed by law and the provisions of this Article V to divide and
issue the shares of Preferred Stock in series, and by filing a
certificate containing the resolution of the Board pursuant to the
applicable law of the State of Michigan, to establish from time to
time the number of shares to be included in each such series, and to
prescribe the designation, powers, relative preferences and rights of
the shares of each such series and the qualifications, limitations or
restrictions thereof.
The authority of the Board with respect to each series shall
include, but not be limited to, determination of the following:
(a) the number of shares constituting that series and the
distinctive designation of that series;
(b) the dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or
dates, and the relative rights of priority, if any, of payment of
dividends on shares of that series;
(c) whether shares of that series shall have voting rights,
in addition to the voting rights provided by law, and, if so, the
terms of such voting rights;
(d) whether shares of that series shall be convertible into
shares of any class or into shares of any series of any class at
the option of the holder, or the Corporation, or upon the
happening of a specified event; and, if so, the terms and
conditions of such conversion, including provision for adjustment
of the conversion rate in such events as the Board of Directors
shall determine;
(e) whether or not the shares of that series shall be
redeemable, and, if so, the terms and conditions of such
redemption, including the date or dates upon or after which they
shall be redeemable, and the amount per share payable in case of
redemption, which amount may vary under different conditions and
at different redemption dates;<PAGE>
(f) whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the
terms and amount of such sinking fund;
(g) the rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up
of the Corporation, and the relative rights of priority, if any,
of payment of shares of that series;
(h) any other relative rights, preferences and limitations
of that series as well as other variations in the relative rights
and preferences as among different series.
The foregoing amendment to the Articles of Incorporation was duly
adopted on the 16th day of April, 1997 by the shareholders at a
meeting. The necessary votes were cast in favor of the amendment.
Signed this 12th day of May, 1997.
By: /s/ RICHARD V. WASHBURN
Richard V. Washburn,
Senior Vice President and
Secretary<PAGE>
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