As filed with the Securities and Exchange Commission on September 17, 1998
Registration No. 33-80088
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
INDEPENDENT BANK CORPORATION
(Exact name of registrant as specified in its character)
MICHIGAN
(State or other jurisdiction of
incorporation or organization)
38-2032782
(I.R.S. Employer Identification No.)
230 West Main Street, Ionia, Michigan 48846
(616) 527-9450
(Address including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
WILLIAM R. KOHLS
Independent Bank Corporation
230 West Main Street
Ionia, Michigan 48846
(616) 527-9450
(Name, address, including zip code, and telephone number,
including area code of agent for service)
Copies of Communications to:
MICHAEL G. WOOLDRIDGE
Varnum, Riddering, Schmidt & HowlettLLP
333 Bridge Street, N.W.
Grand Rapids, Michigan 49504
(616) 336-6000
Approximate date of commencement of proposed sale to public: As soon as
practicable after this Registration Statement becomes effective.
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If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [X]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of earlier effective registration
statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [X] Registration Number 33-80088
<TABLE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount Being Price Per Offering Registration
Being Registered Registered Unit (1)(2) Price (1)(2) Fee (2)
<S> <C> <C> <C> <C>
Common Stock ($1.00 Par Value) 100,000 Shares $22.3125 $2,231,250 $769.40
</TABLE>
(1) For purposes of calculating the registration fee only, the price shown
is based upon a per share price of $22.3125, the average of the high
and low sale prices for the Common Stock of Registrant, as reported in
the NASD National Market System on June 8, 1994, in accordance with
Rule 457.
(2) Registration fee was previously paid.
----------------
Pursuant to Rule 416(a) of the General Rules and Regulations under the
Securities Act of 1933, the Prospectus filed as a part of this Registration
Statement shall cover such additional securities as may be offered or issued to
prevent dilution resulting from stock splits, stock dividends or similar
transactions.
<PAGE>
Prospectus
INDEPENDENT BANK CORPORATION
AUTOMATIC DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
Common Stock
($1.00 Par Value)
-------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------
Independent Bank Corporation (the "Company") hereby offers to holders of
its common stock, $1.00 par value ("Common Stock") the opportunity to purchase
shares of Common Stock by automatically reinvesting cash dividends and with
optional cash payments. No service fees or brokerage commissions will be charged
to participants for purchases made under the Automatic Dividend Reinvestment and
Stock Purchase Plan (the "Plan"); however, the purchase price paid for shares
may be partially allocable to dealer mark-ups.
The Common Stock purchased under the Plan will be either newly issued
shares or shares purchased for participants on the open market, at the Company's
option. The Plan currently provides that, in either case, shares purchased for
participants will be purchased at 100% of market value, determined as provided
in the Plan. The Company, however, reserves the right to modify the pricing or
any other provision of the Plan at any time.
Further information concerning the Plan is set forth herein under the
caption "THE PLAN."
-----------------------
The date of this Prospectus is September 17, 1998.
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFER AND, IF GIVEN OR MADE, ANY SUCH INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY
OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
TABLE OF CONTENTS
Page
Available Information..........................................................1
Incorporation of Certain Documents by Reference................................1
The Company....................................................................1
Use of Proceeds................................................................2
The Plan.......................................................................2
Description of Capital Stock...................................................6
Common Stock...........................................................6
Preferred Stock........................................................6
General................................................................6
Federal Income Tax Consequences................................................7
Indemnification of Directors and Officers......................................7
i
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports, proxy statements
and other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information filed by the
Company with the Commission can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at its regional offices in New York (7 World Trade Center, Suite
1300, New York, New York 10048), and in Chicago (500 W. Madison Street, Suite
1400, Chicago, Illinois 60661-2511). Copies of such material can be obtained by
mail from the Public Reference Section of the commission at 450 Fifth Street,
N.W., Washington, D.C., 20549, at prescribed rates. The Commission also
maintains a web site at http://www.sec.gov that contains reports, proxy
statements, and other information regarding registrants that file electronically
with the Commission.
This Prospectus does not contain all the information set forth in the
Registration Statement which the Company has filed with the Commission. For
further information with respect to the Company and the Common Stock offered
hereby, reference is made to the Registration Statement and the exhibits filed
as a part thereof.
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE
The following documents, which are on file with the Commission (file number
0-7818), and all documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Age"), prior to the termination of the offering of the Company's
securities under this Prospectus, are hereby incorporated by reference in this
Prospectus: (a) the Company's Annual Report on Form 10-K pursuant to Section
13(a) or 15(d) of the Exchange Act, which contains financial statements for the
Company's latest fiscal year for which a Form 10-K was required to have been
filed; and (b) other reports filed pursuant to Sections 13(a) and 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report
referred to in (a) above; and (c) the description of the Company's Common Stock
which is contained in the Company's Registration Statement filed under Section
12 of the Exchange Act, including any amendment or reports filed for the purpose
of updating such description. Any statement contained in a document incorporated
herein by reference shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
Upon written or oral request, the Company will provide, without charge, a
copy of any documents incorporated by reference herein (other than certain
exhibits) to any person to whom a Prospectus is delivered. Requests for such
copies should be directed to William R. Kohls, Executive Vice President,
Secretary and Treasurer, Independent Bank Corporation, 230 West Main Street,
P.O. Box 491, Ionia, Michigan 48846; telephone: (616) 527-9450.
THE COMPANY
Independent Bank Corporation (the "Company") is a bank holding company as
defined in the Bank Holding Company Act of 1956, as amended. The Company owns
all the outstanding stock of four banks (the "Banks"): Independent Bank, Ionia,
Michigan; Independent Bank West Michigan, Rockford, Michigan; Independent Bank
South Michigan, Leslie, Michigan; and Independent Bank East Michigan, Caro,
Michigan. The Company also owns the outstanding common securities of IBC Capital
Finance, a Delaware statutory business trust, created for the sole purpose of
selling its preferred and common securities.
As a bank holding company, the Company is subject to supervision and
regulation by the Federal Reserve Board. The Banks operate under state charters
and are supervised by the Financial Institutions Bureau of the State of
Michigan. The deposits are insured by, and each Bank is subject to regulation
by, the Federal Deposit Insurance Corporation.
1
<PAGE>
The Common Stock is traded on the Nasdaq stock market under the symbol
IBCP. The Company's principal executive offices are located at 230 West Main
Street, Ionia, Michigan 48846; telephone (616) 527-9450.
USE OF PROCEEDS
The net proceeds realized by the Company from sales of its authorized and
unissued shares of Common Stock pursuant to the Plan will be used for working
capital and other general corporate purposes. The Company does not know either
the number of shares that will be purchased under the Plan or the prices at
which such shares will be sold to participants. The Company will receive no
proceeds from purchases by the Plan of any shares on the open market.
THE PLAN
The Independent Bank Corporation Automatic Dividend Reinvestment and Stock
Purchase Plan, as amended and restated (the "Plan"), is described in the
following questions and answers. The Plan was approved by the Board of Directors
of the Company on February 9, 1981, and became effective as of April 1, 1981.
The Company has reserved a total of 539,065 shares of authorized and unissued
Common Stock for issuance under the Plan. All shares of Common Stock issued and
to be issued by the Company pursuant to the Plan have been or will be, when
issued, fully paid and nonassessable.
1. What is the Plan?
The Plan provides that the Company's eligible shareholders may reinvest
their cash dividends automatically in shares of Common Stock. Eligible
shareholders may also make optional cash payments of not less than $50 per
payment, nor more than $5,000 per quarter, to purchase shares of Common Stock.
2. What is the purpose of the Plan and what are its advantages?
The Plan offers a convenient and economical way for holders of record of
the Common Stock to increase their ownership of shares of Common Stock without
incurring brokerage commissions or service charges and without having to pay
full dealer mark-ups, if any. Full investment of funds is possible under the
Plan because the Plan permits fractions of shares, as well as full shares, to be
credited to a participant's account. Participants will be credited with
dividends on full and fractions of shares held under the Plan.
To the extent that shares purchased under the Plan are purchased from the
Company from its authorized and unissued shares of Common Stock, the Company
will use the proceeds of the sale for working capital or other general corporate
purposes.
3. Who administers the Plan and what reports will participants receive
concerning the Plan?
State Street Bank and Trust Company (the "Agent") is the administrator of
the Plan and will make purchases of shares of Common Stock for the account of
the Plan's participants. The Agent will send each participant a quarterly
statement of their account under the Plan, together with copies of any
amendments to the Plan and any Prospectuses relating to the Plan. The Agent will
also furnish participants with information for reporting dividend income for
federal income tax purposes. The Agent will also serve as custodian of shares
purchased under the Plan to protect participants from loss, theft or destruction
of stock certificates.
All inquiries, notices, requests and other communications by participants
concerning the Plan should be sent to the Agent at:
State Street Bank and Trust Company
Boston EquiServe LP
P.O. Box 8209
Boston, Massachusetts 02266-8209
2
<PAGE>
Participants may also contact the Agent at (800) 257-1770.
The Company reserves the right to assume the administration of the Plan at
any time and without prior notice to Plan participants. In the event the Agent
should resign or otherwise cease to act as an agent or as custodian of shares
under the Plan, the Company will make such other arrangements as it deems
appropriate for administration of the Plan and the custody of shares purchased
under the Plan.
4. Who is eligible to participate in the Plan?
Other than as described below, any shareholder of record owning shares of
Common Stock is eligible to participate in the Plan. If any such shareholder
owns stock which is registered in a different name and wishes to participate in
the Plan, it will be necessary for him or her to withdraw his or her shares from
"street name" or other registration and register the Common Stock in his or her
own name.
The Company has reserved the right to exclude participation by shareholders
who reside in jurisdictions, other than Michigan, having laws or regulations
that impose conditions which the Company finds unacceptable to its making the
Plan available in such jurisdictions. Hence, the Plan may not be available to
shareholders who live in some states other than Michigan or in foreign
countries.
5. How does an eligible stockholder participate?
Any eligible shareholder may participate in the Plan at any time by
completing an authorization card and returning it to the Agent. The
authorization card will direct the Agent to apply cash dividends on all shares
of Common Stock owned of record by the participant, or on such lesser number of
shares as may be designated by the participant, and all cash dividends on all
shares of Common Stock credited to his or her account under the Plan, to the
purchase of shares of Common Stock. If an authorization card is received later
than the record date for a cash dividend, the dividend will be paid to the
participant in cash and participation in the Plan will begin as of the next
dividend payment date. A new authorization card, decreasing or increasing the
amount of stock subject to the Plan, may be submitted at any time.
6. Who may make optional cash payments and what amount of such payments can be
made?
Participating shareholders may make optional cash payments to the Agent for
the purchase of Common Stock under the Plan by check or money order, or by
automatic withdrawal from a bank account. Optional cash payments may not be less
than $50 per payment nor more than $5,000 per quarter. Cash received from a
participant will be held by the Agent and used to purchase shares on the next
dividend payment date. NO INTEREST WILL BE PAID BY THE AGENT ON OPTIONAL CASH
PAYMENTS.
Provision is made on the authorization card for making an initial optional
cash payment. Upon receipt of each participant's authorization card and with
each participant's quarterly statement of account, the Agent will provide a card
for making subsequent optional cash payments.
7. How does an eligible participant make optional cash payments?
Check or Money Order: Payments must be received by the Agent at least 2
days (but not more than 30 days) prior to a dividend payment date. Optional cash
payments received more than 30 days prior to a dividend payment date will be
returned to the participant. The same amount of cash need not be sent each
quarter, and there is no obligation to make an optional cash payment each
quarter. A $25 fee will be assessed for any insufficient funds checks.
Automatic Withdrawal from a Participant's Checking Account: This feature
enables a participant to make ongoing payments without writing a check. Funds
will be deducted from a participant's account automatically on the 15th day of
the month in which the cash dividend is payable. If this day falls on a bank
holiday or weekend, funds will be deducted on the next business day. Please
allow four to six weeks for the first automatic withdrawal to be initiated.
3
<PAGE>
A participant must notify the Agent in writing to change or terminate automatic
withdrawal. Provision is made on the authorization card to change or terminate
automatic withdrawal. No processing fee is charged by the Agent for automatic
quarterly deductions. A $25 fee will be assessed for rejected automatic
deductions.
8. When will funds be invested under the Plan?
Funds will be invested on each quarterly cash dividend payment date,
approximately the 30th day of January, April, July and October of each year.
9. What is the source of shares purchased under the Plan?
Shares purchased under the Plan will come from the authorized and unissued
shares of the Common Stock or from shares purchased on the open market as
determined by the Company. Any market purchase may be in the Nasdaq stock market
or in negotiated transactions and may be on such terms as the Company may
determine, but prices may not exceed current market prices at the time of
purchase.
10. What is the purchase price of the shares?
The price per share of authorized and unissued shares of Common Stock
purchased will be the last reported sale price for the Company's Common Stock on
the National Market system ("NMS") of the National Association of Securities
Dealers Automated Quotation System ("Nasdaq") on the dividend payment date. The
price per share of common stock purchased on the open market will be the average
price of all shares of common stock purchased under the Plan. In making
purchases for participants on the open market, the Plan will combine the
participant's funds with those of other participants.
11. Are any fees or expenses incurred by participants in the Plan?
Participants will not be responsible for payment of any brokerage
commissions or fees or service charges in connection with the purchase of shares
under the Plan whether their shares are newly issued or purchased on the open
market; however, the purchase price paid by participants for stock purchased in
the open market may be partially allocable to dealer mark-ups. A fee of $5.00
will be charged upon a participant's withdrawal from the Plan. In addition, a
withdrawing participant may be required to pay brokers' commissions and transfer
taxes, if any, attributable to the sale of shares as described in the answer to
question 13 below. There will be no charges upon termination of the Plan by the
Company.
12. Will certificates be issued to participants for shares purchased?
Generally, certificates for shares purchased under the Plan will not be
issued to participants. Instead, shares purchased for each participant will be
credited to his or her account under the Plan and held for safety and
convenience by the Agent, as custodian. Shares credited to the account of a
participant under the Plan may not be assigned, pledged as collateral or
otherwise transferred. However, either the Company or a participant (by written
notice to the Agent) may elect to have certificates for any number of full
shares credited to the participant's account furnished to the participant
without affecting his or her participation in the Plan. No certificates will be
issued for fractional shares.
Participants may elect, by written notice to the Agent, safekeeping of
their certificate shares. Such shares will be held by the Agent, as custodian
for safety and convenience.
13. How does a participant withdraw from the Plan?
A participant may withdraw from the Plan by notifying the Agent in writing
or calling 800-257-1770. If a participant's request to withdraw is received by
the Agent at least ten (10) business days before the next dividend record date,
the amount of the dividend and any optional cash payments which would have
otherwise been applied for purchase
4
<PAGE>
of Common Stock on the related dividend payment date and all subsequent
dividends will be paid to the withdrawing participant unless he or she
re-enrolls in the Plan. Where receipt of such written request does not meet the
above-described conditions, shares will be purchased for the participant's
account and, as a result, the procedure outlined below for delivery of
certificates, sale of shares and cash payments will be followed.
When a participant withdraws from the Plan, he or she may request that
certificates for whole shares credited to his or her account under the Plan be
issued to the participant, or the participant may request that the Agent sell
all or a part of the whole shares credited to his or her account under the Plan.
If the participant has requested that shares be sold, the shares to be sold will
be forwarded by the Agent, on behalf of the participant, to a brokerage firm
which will effect such sale for the participant. Shares to be sold on behalf of
a terminating participant will be forwarded to brokerage firms as soon as
practicable. The Agent will then remit to the participant the proceeds, less
brokerage commissions, service charges and any transfer taxes, as well as the
$5.00 termination fee. A participant's interest in a fractional share will be
distributed to the participant in cash at the market value of shares at the time
of withdrawal.
Generally, it will require ten days to two weeks from the time notice of
withdrawal is received by the Agent until share certificates are mailed to a
participant. A longer time is required if the notice is received between a
dividend record date and the dividend payment date.
An eligible shareholder may again become a participant at any time
following his or her withdrawal by following the procedures then in effect for
enrollment in the Plan.
14. What happens if the Company issues a stock dividend, declares a stock
split, or has a rights offering?
Any stock dividends or split shares distributed by the Company on shares
held by the Agent for the participant, and shares held by the participant upon
which cash dividends are reinvested, will be credited to the participant's
account. In the event of any rights offering or the distribution of any
securities of another issuer to or by the Company, rights or securities
applicable to shares credited to the participant's account under the Plan will
be sold by the Agent and the net proceeds credited to the participant's account
under the Plan and applied to the purchase of shares as soon as practicable or,
at the direction of the Company, on the next cash dividend payment date.
However, a participant who desires to receive such rights or securities may
request, by written notice to the Agent given at least ten (10) business days
prior to the record date for the issuance of any such rights or securities, that
the whole shares of Common Stock credited to his or her account under the Plan
be registered in the participant's name.
15. Who votes the shares held in the Plan?
Participants are entitled to vote the whole and fractional shares held by
the Agent and credited to their account under the Plan. For the purpose of
voting, such whole and fractional shares will be included with other shares of
record on the participant's proxy and voted in accordance with the participant's
instructions or, if no instructions are given, in accordance with the
recommendations of the Company's management. If the proxy is not returned,
returned unsigned or returned late, the shares credited to the participant's
account will not be voted.
16. What is the responsibility of the Company and Agent under the Plan?
In administering the Plan, neither the Company, the Agent, nor any agent of
either of them, will be liable for any act done in good faith or for any
omission to act which is in good faith. Participants should recognize that the
Company does not warrant or represent that participants will recognize a profit
or will not incur a loss on stock purchased under the Plan.
17. Who interprets and regulates the Plan?
The Board of Directors of the Company reserves the right to interpret and
regulate the Plan.
5
<PAGE>
18. May the Plan be amended or discontinued?
The Board of Directors of the Company may suspend, amend or terminate the
Plan at any time. Participants will be notified of any such suspension,
amendment or termination.
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock consists of 200,000 shares of
preferred stock, without par value ("Preferred Stock"), none of which are
outstanding, and 14,000,000 shares of common stock, par value $1.00 per share
("Common Stock"), 7,018,900 of which were outstanding as of June 30, 1998. The
following is a description of the Company's capital stock.
Common Stock
Subject to the rights of holders of any of the Company's preferred stock
then outstanding, all voting rights are vested in holders of shares of Common
Stock. Each share of Common Stock entitles the holder thereof to one vote.
Holders of shares of Common Stock are not entitled to cumulative voting rights
and have no preemptive right to subscribe for additional securities issuable by
the Company.
Subject to any prior rights of holders of preferred stock then outstanding,
holders of the Company's Common Stock are entitled to receive dividends as the
Board of Directors may from time to time declare out of funds legally available
for that purpose. In the event of the liquidation, dissolution or winding up of
the Company, holders of Common Stock are entitled to share pro rata in the
assets available for distribution to holders of Common Stock. The outstanding
shares of Common Stock are fully paid and nonassessable.
Preferred Stock
The Board of Directors of the Company is authorized to issue shares of
Preferred Stock in series and affix the particular designations and terms of
those shares, including dividend rates, conversion prices, voting rights,
redemption prices, and other matters, without further approval of the Company's
shareholders. No series of preferred stock is currently designated by the Board.
General
The Company's Articles of Incorporation and the Michigan Business
Corporation Act contain provisions which could be utilized by the Company to
impede any efforts to acquire control of the Company, namely:
Classified Board of Directors. The Company's Articles of Incorporation
provide for the division of the Board of Directors into three classes with
staggered three-year terms of office. Accordingly, because a person considering
the acquisition of voting control of the Company could not necessarily obtain
majority control of the Board of Directors until the second annual meeting of
the Company's shareholders following the acquisition of voting control, such a
person might be dissuaded from seeking to obtain voting control of the Company.
Michigan Fair Price Provisions. Chapter 7A of the Michigan Business
Corporation Act impacts certain business combinations involving Michigan
corporations such as the Company. Except in cases in which certain minimum
price, form of consideration, and procedural requirements are satisfied or for
certain transactions that may be approved in advance by the Company's Board of
Directors, higher than normal voting requirements are imposed with various
transactions involving persons who own 10% or more of the Company's voting stock
(referred to as "Interested Shareholders"). Transactions to which the higher
voting requirements apply require an advisory statement from the Board of
Directors and must be approved by not less than 90% of the votes of each class
of stock entitled to vote and by not less than two-thirds of the votes, other
than the votes of Interested Shareholders who are (or whose affiliates are) a
party to the proposed transaction or an affiliate of the Interested
Shareholders, of each class entitled to vote.
6
<PAGE>
Michigan Shareholder Equity Provisions. Chapter 7B of the Michigan Business
Corporation Act affects the voting rights of persons who acquire more than 20%,
33-1/3%, or 50% of a Michigan corporation's voting stock (referred to as
"Control Shares"). Chapter 7B denies shareholder voting rights to those persons
or entities who make purchase offers or investors who increase their holdings
above any of the Control Share levels, unless they are granted voting rights by
a majority vote of all disinterested shareholders (shareholders excluding the
bidders or owners of Control Shares and the corporation's management). If the
shareholders do no elect to grant voting rights to Control Shares, under certain
circumstances, the Control Shares may become subject to redemption.
FEDERAL INCOME TAX CONSEQUENCES
In general, participants in the Plan have the same federal income tax
obligations with respect to their dividends as do shareholders who are not
participating in the Plan. This means that cash dividends a participant
reinvests under the Plan will be taxable as having been received even though the
participant does not actually receive them in cash, but, instead, uses them to
purchase additional shares under the Plan. To the extent shares of stock
purchased under the Plan are purchased on the open market (and not from the
authorized and unissued shares of the Company), any brokerage commissions,
service charges, or dealer mark-ups paid in connection therewith by the Company
will be taxable to participants as dividends, whether the shares are purchased
from reinvested dividends or optional cash payments.
The tax basis of shares acquired under the Plan will be the purchase price
for the stock, plus, as to shares acquired in the open market, any commissions,
charges or mark-ups paid by the Company over and above such price. The holding
period for newly-issued shares acquired under the Plan begins the day after the
applicable dividend payment date, and for shares acquired by the Agent in the
open market, on the purchase date.
Participants will not realize any taxable income when they receive
certificates for whole shares credited to their account, either upon their
request or upon withdrawal from or termination of the Plan. However,
participants who, upon withdrawal from or termination from the Plan, receive a
cash adjustment for a fractional share will realize gain or loss with respect to
such fractional share.
A participant will realize a taxable gain or a loss when shares are sold or
otherwise disposed of in a taxable exchange, whether by the Agent on behalf of
the participant or by the participant after withdrawing such shares from the
Plan. The amount of the gain or loss will be the difference between the amount
the participant receives for the shares and the participant's tax basis, as
defined above. Any such gain or loss will be capital gain or loss if the shares
or fractional share interest constitute capital assets in the hands of the
participant.
The foregoing is only a summary of the general tax consequences of
participation in the Plan. Consequently, participants may wish to consult with a
tax advisor for specific tax advice regarding the consequences of their
participation in the Plan and proper tax filing and reporting.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Directors, officers or employees of the Company or persons serving at its
request as directors, officers or employees of another corporation or
enterprise, are entitled to indemnification as provided in the Articles of
Incorporation of the Company which provide for indemnification to the fullest
extent permitted under the MBCA. In addition, all of the directors of the
Company are entitled to indemnification under separate indemnification
agreements between the Company and such directors, the form of which was
approved by the shareholders of the Company. These provisions are broad enough
to permit indemnification of such persons for liabilities arising under the
Securities Act of 1933.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
7
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Expenses in connection with the issuance and distribution of the securities
being registered herein are estimated to be as follows:
<TABLE>
<S> <C>
Registration fee................................................ $ 769.40
Blue Sky fees and expenses...................................... $1,000.00
Printing........................................................ $1,000.00
Legal fees and expenses......................................... $1,000.00
Accountants fees and expenses................................... $1,500.00
Miscellaneous expenses.......................................... $ 100.00
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Total.................................................. $5,369.40
========
</TABLE>
Item 15. Indemnification of Directors and Officers.
The Articles of Incorporation of the Company provide that its directors and
officers are to be indemnified as of right to the fullest extent permitted under
the Michigan Business Corporation Act ("MBCA"). Under the MBCA, directors,
officers, employees or agents are entitled to indemnification against expenses
(including attorneys' fees) whenever they successfully defend legal proceedings
brought against them by reason of the fact that they hold such a position with
the corporation. In addition, with respect to actions not brought by or in the
right of the corporation, indemnification is permitted under the MBCA for
expenses (including attorneys' fees), judgments, fines, penalties and reasonable
settlement if it is determined that the person seeking indemnification acted in
a good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation or its shareholders and, with
respect to criminal proceedings, he or she had no reasonable cause to believe
that his or her conduct was unlawful. With respect to actions brought by or in
the right of the corporation, indemnification is permitted under the MBCA for
expenses (including attorneys' fees) and reasonable settlements, if it is
determined that the person seeking indemnification acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation or its shareholders; provided, indemnification is
not permitted if the person is found liable to the corporation, unless the court
in which the action or suit was brought has determined that indemnification is
fair and reasonable in view of all the circumstances of the case.
The MBCA specifically provides that it is not the exclusive source of
indemnity. As a result, the Company adopted individual indemnification
agreements with its directors. Approved by the Company's shareholders, the
indemnification agreements provide a contractually enforceable right for prompt
indemnification, except that indemnification is not required where: (i)
indemnification is provided under an insurance policy, except for amounts in
excess of insurance coverage; (ii) indemnification is provided by the Company
outside of the agreement; (iii) the claim involved a violation of Section 16(b)
of the Securities Exchange Act of 1934 or similar provision of state law; or
(iv) indemnification by the Company is otherwise prohibited by law. In the case
of a derivative or other action by or in the right of the Company where a
director is found liable, indemnity is predicated on the determination that
indemnification is nevertheless appropriate, by majority vote of a committee of
disinterested directors, independent legal counsel, or a court where the claim
is litigated, whichever the indemnitee chooses. The protection provided by the
indemnification agreements is broader than that under the MBCA, where
indemnification in such circumstances is available only where specifically
authorized by the court where the claim is litigated.
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<PAGE>
In addition to the available indemnification, the Company's Articles of
Incorporation, as amended, limit the personal liability of the members of its
Board of Directors for monetary damages with respect to claims by the Company or
its shareholders resulting from certain negligent acts or omissions.
Under an insurance policy maintained by the Company, the directors and
officers of the Company are insured within the limits and subject to the
limitations of the policy, against certain expenses in connection with the
defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such claims, actions, suits or
proceedings, which may be brought against them by reason of being or having been
such directors and officers.
Item 16. Exhibits
Reference is made to the Exhibit Index which appears on page II-6.
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate represent a fundamental change in the information set forth
in registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by refers in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
a new registration statement relating to the securities offered therein,
and offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3, and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Ionia, State of Michigan, on the 15th day of
September, 1998.
INDEPENDENT BANK CORPORATION
By /s/ Charles C. Van Loan
Charles C. Van Loan, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints William R. Kohls and Charles C. Van Loan, and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Amendment to this Registration Statement and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission and any other regulatory authority,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing required and necessary to be done in and
about the premises, as fully as to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Amendment
has been signed below on September 15, 1998, by the following persons in the
capacities indicated.
/s/ Charles C. Van Loan /s/ William R. Kohls
Charles C. Van Loan, Director, William R. Kohls, Executive Vice
President and Chief Executive President, Secretary and Treasurer
Officer (Principal Executive Officer) (Chief Financial Officer)
/s/ Charles A. Palmer /s/ James Twarozynski
Charles A. Palmer, Director James Twarozynski, Principal
Accounting Officer
/s/ Robert J. Leppink /s/ Arch V. Wright
Robert J. Leppink, Director Arch V. Wright, Director
/s/ Keith E. Bazaire /s/ Terry L. Haske
Keith E. Bazaire, Director Terry L. Haske, Director
/s/ Thomas F. Kohn
Thomas F. Kohn, Director
II-4
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
(No. 33-80088) on Form S-3 of Independent Bank Corporation of our report dated
February 2, 1998, relating to the consolidated statements of financial condition
of Independent Bank Corporation and subsidiaries as of December 31, 1997 and
1996, and the related consolidated statements of operations, shareholders'
equity and cash flows for each of the years in the three-year period ended
December 31, 1997, which report is incorporated by reference in the December 31,
1997 annual report on Form 10-K of Independent Bank Corporation.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Detroit, Michigan
September 15, 1998
II-5
<PAGE>
EXHIBIT INDEX
Item 5 Opinion of Varnum, Riddering, Schmidt & Howlett*
Item 23(a) The consent of KPMG Peat Marwick is set forth on page II-5
Item 23(b) Consent of Varnum, Riddering, Schmidt & Howlett--included in
Exhibit 5*
Item 24 Power of Attorney--included on page II-4
Item 99 Automatic Dividend Reinvestment and Stock Purchase Plan, as
Amended and Restated
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*Previously Filed
::ODMA\PCDOCS\GRR\167644\1
II-6
<PAGE>
INDEPENDENT BANK CORPORATION
Amended and Restated
Automatic Dividend Reinvestment and Stock Purchase Plan
1. Establishment of Plan. Independent Bank Corporation (the "Company"),
hereby establishes an automatic dividend reinvestment and stock purchase plan
(the "Plan") on the terms and conditions hereinafter set forth.
2. Purpose of Plan. The purpose of the Plan is to offer a convenient and
economical way for holders of the Company's common stock, par value $1.00 per
share (the "common stock"), to increase their ownership of shares of the
Company's common stock without incurring brokerage fees or commissions or
service charges and without having to pay full dealer mark-ups, if any. To the
extent that shares purchased under the Plan are purchased from the Company from
its authorized and unissued shares of common stock, the Company will receive the
proceeds of the sale thereof for working capital and other general corporate
purposes.
3. Administration of Plan. The Company will appoint an Agent to administer
the Plan and make purchases of shares of common stock under the Plan for the
account of participants. State Street Bank and Trust Company has been appointed
to act as Agent under the Plan. However, the Company reserves the right to
remove the Agent, to appoint a substitute Agent or to assume the administration
of the Plan itself at any time and without prior notice to Plan participants. In
the event an Agent should resign or otherwise cease to act as an Agent or as
custodian of shares under the Plan, the Company will make such other
arrangements as it deems appropriate for administration of the plan and custody
of shares purchased under the Plan. An Agent appointed by the Company under the
Plan shall be required to send each participant a regular quarterly statement of
his or her account under the Plan. The Agent will also serve as custodian of
shares purchased under the Plan.
4. Eligibility and Participation. Any shareholder owning of record shares
of common stock of the Company is eligible to participate in the Plan. Any
eligible shareholder may join the Plan at any time by completing an
authorization card and returning it to the Company. The authorization card shall
authorize the Company to apply cash dividends on all shares of common stock
owned of record by the participant, or on such lesser number of shares as may be
designated by the participant, and all cash dividends on all shares of common
stock credited to his or her account under the Plan, to the purchase of shares
of the Company's common stock. If an authorization card is received later than
the record date for a cash dividend, the dividend will be paid to the
participant in cash and participation in the Plan will begin with the next cash
dividend payment on stock. A new authorization card, decreasing or increasing
the amount of common stock subject to the Plan, may be submitted at any time.
5. Optional Cash Payment. Participating shareholders may make optional cash
payments to the Agent for the purchase of common stock under the Plan. Optional
cash payments may not be less than $50 per payment nor more than a total of
$5,000 per quarter. Cash received from a participant on or before the second day
prior to a dividend payment date will be used to purchase shares of common stock
as of that dividend payment date, but cash received after such date will be held
by the Agent and used to purchase shares of common stock as of the next dividend
payment date. No interest will be paid by the Agent on optional cash payments.
Provision shall be made on the authorization card for making an initial optional
cash payment and a form for making subsequent optional cash payments shall be
included with each participant's quarterly statement of account.
6. Timing of Purchases; Purchase Price of Shares. Funds will be invested on
each stock cash dividend payment date (currently the 30th day of January, April,
July and October of each year). The price per share to the participants of
newly-issued common stock purchased with participants' cash dividends shall be
the mean between the last reported bid and asked prices or, if sale prices are
reported by the National Association of Securities Dealers Automated Quotation
System ("NASDAQ"), the last reported sale price for the Company's common stock
at the close of trading on the over-the-counter market as quoted by NASDAQ. The
price per share to participants of newly-issued common stock purchased with
participants' optional payments shall be 100% of the mean between the last
reported bid
EXHIBIT 99
<PAGE>
and asked prices or, if sale prices are reported by NASDAQ, the last reported
sale price for the Company's common stock at the close of trading on the
over-the-counter market as quoted by NASDAQ on the cash dividend payment date.
If no trading occurs in the Company's common stock on a dividend payment date,
prices will be determined with reference to the next preceding date on which the
stock was so traded on the over-the-counter market. Fractional shares will be
purchased for the account of participants, computed to three decimal places. In
the event that the Company chooses, it may elect to have the Agent purchase
stock in the open market. If the Company so elects, the purchase price for the
Plan will be the average of the actual market price for all shares purchased for
the Plan for that cash dividend payment date with respect to shares purchased
with participants' cash dividends. The Company will reimburse the Agent for any
additional costs for such purchases.
7. Source of Shares. Shares purchased under the Plan shall come from the
authorized but unissued shares of common stock of the Company, or from shares
purchased for participants on the open market as determined by the Company. Any
market purchases may be in the over-the-counter market or in negotiated
transactions and may be on such terms as the Company may determine, but prices
shall not be in excess of current market prices at the time of purchase. Plan
participants shall pay no brokerage fees or commissions or service charges
whether shares are newly issued or purchased in the open market; however, the
purchase price paid by participants for common stock purchased in the
over-the-counter market may be partially allocable to dealer mark-ups.
8. Reports; Certificates. Each participant shall receive a quarterly
statement of his or her account, together with copies of any amendments to the
Plan and any prospectuses relating to the Plan. Participants shall also be
furnished Internal Revenue Service information for reporting dividend income.
Either the Company or a participant (by written notice to the Agent) may elect
to have certificates for any number of full shares credited to such
participant's account under the Plan furnished to the participant without
affecting his participation in the Plan. Certificates will be issued without
charge. No certificate shall be issued for fractional shares.
9. Withdrawal. A participant may withdraw from the Plan by notifying the
Agent in writing. If a participant's request to withdraw is received by the
Agent ten business days before a dividend record date, the amount of the
dividend and any optional cash payments which would have otherwise been applied
for purchase of common stock on a related dividend payment date and all
subsequent dividends will be paid to him or her unless he or she re- enrolls in
the Plan. If the request for withdrawal is received on or after the tenth
business day prior to a dividend record date but before the payment date for a
dividend, shares will be purchased for the participant's account, then the
procedure outlined below for delivery of certificates, sale of shares and cash
payments will be followed. When a participant withdraws from the Plan, the
participant may request that certificates for whole shares credited to the
participant's account under the Plan be issued to the participant, or the
participant may request that the Agent sell all or a part of the whole shares
credited to his or her account under the Plan. If the participant has requested
that shares be sold, the shares to be sold shall be forwarded by the Agent, in
behalf of the participant, to a brokerage firm which will effect such sale for
the participant, and the Agent will remit to the participant the proceeds, less
brokerage commissions and any transfer taxes and a $5.00 termination fee. The
Agent shall also make an effort to sell any fractional shares, and for the
purpose of the sale of fractional shares as well as the sale of whole shares for
terminating participants, sales requests may be accumulated by the Agent. Whole
or fractional shares to be sold in behalf of a terminating participant shall be
forwarded to brokerage firms as soon as practicable, and in any event, within 10
trading days after the Agent's receipt of the notice of withdrawal from the
participant. To the extent that the Agent is unable to sell any fractional share
credited to the participant's account, the participant shall be entitled to
receive a cash payment for that fractional share based on the closing bid price
of the common stock as reported by NASDAQ for the date the notice of withdrawal
is processed or, if not a trading day, the next preceding day that the common
stock was traded and reported by NASDAQ. An eligible shareholder may again
become a participant at any time following withdrawal by following the
procedures then in effect for enrollment in the Plan.
10. Certain Corporate Changes. Any shares distributed by the Company as a
common stock dividend on shares (including fractional shares) credited to a
participant's account under the Plan or upon any split of such shares will be
credited to the participant's account. Stock dividends or splits distributed on
all other shares held by a participant and registered in his or her own name
will be mailed directly to the participant. In the event of any rights offering
or
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<PAGE>
the distribution of any securities of another issuer to or by the Company,
rights or securities applicable to shares credited to a participant's account
under the Plan shall be sold by the Agent and the net proceeds credited to the
participant's account under the Plan and applied to the purchase of shares as
soon thereafter as practicable or, if so directed by the Company, on the next
cash dividend payment date. However, a participant who desires personally to
receive such rights or securities may request, by written notice to the Agent
given at least 10 days prior to the record date for the issuance of any such
rights or securities, that the whole shares of common stock credited to the
participant's account be registered in the participant's name.
11. Responsibility of Company and Agent. In administering the Plan, neither
the Company, the Agent nor any agent of either of them will be liable for any
act done in good faith or for any omission to act which is in good faith. The
Company does not warrant or represent that participants will recognize a profit
or will not incur a loss on common stock purchased under the Plan.
12. Interpretation; Amendment; Termination. The Board of Directors of the
Company reserves the right to interpret and regulate the Plan and to suspend,
amend or terminate the Plan at any time. Participants shall be notified of any
such suspension, amendment or termination.
13. Effective Date. The Plan became effective as of April 1, 1981, and
shall continue in effect until further amended or terminated in accordance with
the provisions hereof.
14. Limitation On Participation. Participation in the Plan by any
shareholder shall be subject to the condition that if at any time the Company
shall determine in its discretion that the registration or qualification under
any state or federal law, of the Plan, participation in the Plan or the purchase
or issuance of any shares under the Plan or other action contemplated by the
Plan, or that the consent or approval of any regulatory body, is necessary or
desirable as a condition of, or in connection with such shareholder's
participation, then in any such event Participation in the Plan by any such
shareholder shall not be effective unless and until such registration,
qualification, consent, or approval shall have been effected or obtained free of
any conditions not acceptable to the Company.
15. Prior Plan and Amendments Superseded. As of the effective date, this
Amended and Restated Plan completely amends and supersedes the Plan as
originally in effect and previously amended.
::ODMA\PCDOCS\GRR\167647\1
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