<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
/X/ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended December 31, 1999 or
/ / Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from to
Commission file Number 0-7818
INDEPENDENT BANK CORPORATION
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(Exact name of Registrant as specified in its charter)
MICHIGAN 38-2032782
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(State or other jurisdiction of incorporation) (I.R.S. employer
identification no.)
230 W. Main St., P.O. Box 491, Ionia, Michigan 48846
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (616) 527-9450
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1.00 Par Value
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(Title of class)
9.25% Cumulative Trust Preferred Securities, $25.00 Liquidation Amount
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(Title of class)
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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
State the aggregate market value of the voting stock held by non-affiliates of
the Registrant. (For this purpose only, the affiliates of the Registrant have
been assumed to be the executive officers and directors of the Registrant and
their associates.)
Common Stock, $1.00 Par Value - $105,274,448
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(Based on $10.88 per common share, the last reported sales price on The Nasdaq
Stock Market on March 14, 2000. Reference is made to Part II, Item 5 for further
information).
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Common stock, $1.00 par value - 11,196,482 shares at March 14, 2000
Documents incorporated by reference
Portions of the Registrant's definitive proxy statement, and appendix thereto
dated March 15, 2000, relating to its
April 18, 2000 Annual Meeting of Shareholders are incorporated by reference into
Part I, Part II and Part III of this form.
The Exhibit Index appears on Page 23
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SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly caused this amended report to be signed on
its behalf by the undersigned, thereunto duly authorized, dated July 19, 2000.
INDEPENDENT BANK CORPORATION
<TABLE>
<S> <C>
s/Charles C. Van Loan Charles C. Van Loan, President and Chief Executive Officer
------------------------------------- (Principal Executive Officer)
s/William R. Kohls William R. Kohls, Executive Vice President and Chief Financial
------------------------------------- Officer (Principal Financial Officer)
s/James J. Twarozynski James J. Twarozynski, Vice President and Controller
------------------------------------- (Principal Accounting Officer)
</TABLE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this
amended report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Keith E. Bazaire, Director s/Keith E. Bazaire *
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Terry L. Haske, Director s/Terry L. Haske *
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Thomas F. Kohn, Director s/Thomas F. Kohn *
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Robert J. Leppink, Director s/Robert J. Leppink *
-------------------------------
Charles A. Palmer, Director
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Charles C. Van Loan, Director s/Charles C. Van Loan *
-------------------------------
Arch V. Wright, Jr., Director s/Arch V. Wright, Jr. *
-------------------------------
Jeffrey A. Bratsburg, Director s/Jeffrey A. Bratsburg *
-------------------------------
* By: /s/ William R. Kohls
---------------------
William R. Kohls
Attorney-in-fact
Date: July 19, 2000
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EXHIBIT INDEX
Exhibit number and description
EXHIBITS FILED HEREWITH
13 Appendix to the Registrant's definitive proxy statement, dated March 15,
2000, relating to the April 18, 2000 Annual Meeting of Shareholders. This
appendix was filed with the Commission as part of the Company's proxy
statement and was delivered to the Company's shareholders in compliance
with Rule 14(a)-3 of the Securities Exchange Act of 1934, as amended.
21 List of Subsidiaries.
23 Consent of Independent Accountants
24 Power of Attorney (Included on page 22).
27 Financial Data Schedule
EXHIBITS INCORPORATED BY REFERENCE
2 Agreement and plan of reorganization between Independent Bank Corporation
and Mutual Savings Bank, f.s.b., dated March 24, 1999 (incorporated herin
by reference to Exhibit 2.1 to the Registrants Form S-4 Registration
Statement dated May 28, 1999, filed under Registation No. 333-79679).
3.1 Restated Articles of Incorporation (incorporated herein by reference to
Exhibit 3(i) to the Registrant's report on Form 10-Q for the quarter
ended June 30, 1994).
3.2 Amended and Restated Bylaws (incorporated herein by reference to Exhibit
3(ii) to the Registrant's report on Form 10-Q for the quarter ended June
30, 1994).
4 Automatic Dividend Reinvestment and Stock Purchase Plan, as amended
(incorporated herein by reference to the Registrant's Form S-3
Registration Statement dated September 17, 1998, filed under Registration
No. 3380088).
4.1 Form of Indenture, dated as of December 17, 1996 (incorporated herein by
reference to the Registrant's Form S-2 Registration Statement dated
December 6, 1996, filed under Registration No. 33-14507).
4.2 Form of Subordinated Debenture (included as an exhibit to Exhibit 4.1),
(incorporated herein by reference to the Registrant's Form S-2
Registration Statement dated December 6, 1996, filed under Registration
No. 33- 14507).
4.3 Certificate of Trust of IBC Capital Finance (incorporated herein by
reference to the Registrant's Form S-2 Registration Statement dated
December 6, 1996, filed under Registration No. 33-14507).
4.4 Trust Agreement of IBC Capital Finance dated as of November 7, 1996
(incorporated herein by reference to the Registrant's Form S-2
Registration Statement dated December 6, 1996, filed under Registration
No. 33-14507).
4.5 Form of Amended and Restated Trust Agreement of IBC Capital Finance dated
as of December 17, 1996 (incorporated herein by reference to the
Registrant's Form S-2 Registration Statement dated December 6, 1996,
filed under Registration No. 33-14507).
4.6 Form of Preferred Security Certificate of IBC Capital Finance (included
as an exhibit to Exhibit 4.5.), (incorporated herein by reference to the
Registrant's Form S-2 Registration Statement dated December 6, 1996,
filed under Registration No. 33-14507).
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EXHIBIT INDEX (Continued)
4.7 Form of Preferred Securities Guarantee Agreement for IBC Capital Finance
(incorporated herein by reference to the Registrant's Form S-2
Registration Statement dated December 6, 1996, filed under Registration
No. 33-14507).
4.8 Form of Agreement as to Expenses and Liabilities (included as an exhibit
to Exhibit 4.5), (incorporated herein by reference to the Registrant's
Form S-2 Registration Statement dated December 6, 1996, filed under
Registration No. 33-14507).
10.1* Deferred Benefit Plan for Directors (incorporated herein by reference to
Exhibit 10(C) to the Registrant's report on Form 10-K for the year ended
December 31, 1984).
10.2 The form of Indemnity Agreement approved by the Registrant's shareholders
at its April 19, 1988 Annual Meeting, as executed with all of the
Directors of the Registrant (incorporated herein by reference to Exhibit
10(F) to the Registrant's report on Form 10-K for the year ended December
31, 1988).
10.3* Incentive Share Grant Plan, as amended, approved by the Registrant's
shareholders at its April 21, 1992 Annual Meeting (incorporated herein by
reference to Exhibit 10 to the Registrant's report on Form 10-K for the
year ended December 31, 1992).
10.4* Non-Employee Director Stock Option Plan, as amended, approved by the
Registrant's shareholders at its April 15, 1997 Annual Meeting
(incorporated herein by reference to Exhibit 4 to the Registrant's Form
S-8 Registration Statement dated July 28, 1997, filed under registration
No. 333-32269).
10.5* Employee Stock Option Plan, as amended, approved by the Registrant's
shareholders at its April 15, 1997 Annual Meeting (incorporated herein by
reference to Exhibit 4 to the Registrant's Form S-8 Registration
Statement dated July 28, 1997, filed under registration No. 333-32267).
10.6 The form of Management Continuity Agreement as executed with executive
officers and certain senior managers (incorporated herein by reference to
Exhibit 10 to the Registrant's report on Form 10-K for the year ended
December 31, 1998).
* Represents a compensation plan.
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