As filed with the Securities and Exchange Commission on May 5, 2000
Registration No. 333-30522
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 38-2032782
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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 Copies of Communications to:
Independent Bank Corporation MICHAEL G. WOOLDRIDGE
230 West Main Street Varnum, Riddering, Schmidt & Howlett LLP
Ionia, Michigan 48846 333 Bridge Street, N.W.
(616) 527-9450 Grand Rapids, Michigan 49504
(Name, address, including zip code, (616) 336-6000
and telephone number,
including area code of agent for service)
Approximate date of commencement of proposed sale to public: As soon as
practicable after this Registration Statement becomes effective.
------
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
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. [X]
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. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Securities Offering Aggregate Amount of
Being Registered Amount Being Price Per Offering Registration
Registered Unit (1) Price (1) Fee(2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($1.00 Par Value) 33,600 Shares $12.79 $429,744 $114
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) For purposes of calculating the registration fee only, the price shown
is based upon a per share price of $13.72, the average of the high and
low sale prices for the Common Stock of Registrant, as reported in the
NASD National Market System on February 14, 2000, in accordance with
Rule 457.
(2) Fee previously paid with respect to 32,000 shares. The Registrant has
submitted an additional $5 registration fee with respect to the
additional 1,600 shares.
------
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.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PROSPECTUS
33,600 Shares
INDEPENDENT BANK CORPORATION
COMMON STOCK
($1.00 par value)
---------------------------
This prospectus relates to the periodic offer and sale of up to 33,600
shares of common stock of Independent Bank Corporation, a Michigan corporation,
by certain selling shareholders.
Independent Bank Corporation's common stock is listed for trading on The NASDAQ
Stock Market under the trading symbol IBCP. On May 3, 2000, the last reported
sale price of the common stock on NASDAQ was $12.875 per share. The shares may
be sold at market prices prevailing at the time of sale or at negotiated prices.
Independent Bank Corporation will pay all expenses of registration incurred
in connection with the offering.
---------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
This Prospectus is not an offer to sell these shares, and it is not soliciting
an offer to buy these shares, in any state where the offer or sale is not
permitted.
---------------------------
The date of this Prospectus is May 5, 2000.
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<PAGE>
TABLE OF CONTENTS
PAGE
ABOUT THIS PROSPECTUS..........................................................1
WHERE YOU CAN FIND MORE INFORMATION............................................1
NDEPENDENT BANK CORPORATION....................................................2
USE OF PROCEEDS................................................................2
SELLING SHAREHOLDERS...........................................................2
PLAN OF DISTRIBUTION...........................................................2
LEGAL MATTERS..................................................................2
EXPERTS ......................................................................3
3
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that Independent Bank
Corporation has filed with the Securities and Exchange Commission. The selling
shareholders may offer from time to time up to 33,600 shares of our common
stock. You should read this prospectus together with additional information
described under the heading "Where You Can Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the regional offices of the SEC located at
7 World Trade Center, Suite 1300, New York, New York 60661 and at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. You may obtain information
on the operation of the SEC's public reference room in Washington, D.C. by
calling the SEC at 1-800-SEC-0330.
The SEC allows us to "incorporate by reference" the information it files
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede that information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
until the offered shares have been sold: Independent Bank Corporation's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999 (File No.
000-07818).
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address or telephone number:
William R. Kohls
Independent Bank Corporation
230 West Main Street
Ionia, Michigan 48846
Telephone: (616) 527-9450
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. Independent Bank
Corporation has not authorized anyone else to provide you with different
information. You should not assume that the information in this prospectus, any
prospectus supplement or any document incorporated by reference is accurate as
of any date other than the date of those documents.
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<PAGE>
INDEPENDENT BANK CORPORATION
General
The subsidiary banks of Independent Bank Corporation are commercial banks.
Most of our banks' offices provide full-service lobby and drive-in services in
the communities which they serve. Automatic teller machines are also provided at
most locations.
Our activities cover all phases of commercial banking, including checking
and savings accounts, commercial and agricultural lending, direct and indirect
consumer financing, mortgage lending and deposit box services. Our subsidiary
banks also offer title insurance services through a separate subsidiary. The
banks do not offer trust services. The principal markets are the rural and
suburban communities across lower Michigan that are served by the banks' branch
networks. The local economies of th communities served by the banks are
relatively stable and reasonably diversified.
The banks compete with other commercial banks, savings and loan
associations, credit unions, mortgage banking companies, securities brokerage
companies, insurance companies, and money market mutual funds. Many of these
competitors have substantially greater resources than we do and offer certain
services that we do not currently provide. Our competitors may also have greater
lending limits than we do.
Price, the interest charged on loans and/or paid on deposits, remains a
principal means of competition within the financial services industry. The banks
also compete on the basis of service and convenience, utilizing the strengths
and benefits of our decentralized structure to providing financial services. As
of December 31, 1999, we had 766 full-time employees and 259 part-time
employees.
USE OF PROCEEDS
The up to 33,600 shares are being offered by the selling shareholders. The
selling shareholders will receive the proceeds. Independent Bank Corporation
will not receive any of the proceeds.
SELLING SHAREHOLDERS
The shares are being sold by the selling shareholders. The following table
includes information as of March 15, 2000, and as adjusted to reflect the sale
of the shares held by each selling shareholder:
<TABLE>
Shares Beneficially Number of Number of Shares
Owned Prior to Shares Being Beneficially Owned
Selling Shareholder this Offering Offered After Offering
- ------------------- ------------- ------- --------------
<S> <C> <C> <C>
E. James Barrett 20,761 8,400 12,361
William P. Brennan 80,398 8,400 71,998
Thomas T. Princing 57,479 8,400 49,079
Estate of Joseph M. Rombach 27,120 8,400 18,720
</TABLE>
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<PAGE>
Each of the selling shareholders owns less than 1.0% of the common stock of
Independent Bank Corporation. None of the selling shareholders have had any
office or position with Independent Bank Corporation since September15, 1999,
the date we completed the acquisition of Mutual Savings Bank, fsb. Prior to
September 15, 1999, the selling shareholders served as directors of Mutual
Savings Bank, fsb.
PLAN OF DISTRIBUTION
The 33,600 shares of our common stock offered may be offered and sold from
time to time by the selling shareholders, or by pledgees, donees, transferees or
other successors in interest. The selling shareholders will act independently of
us in making decisions with respect to the timing, manner and size of each sale.
Such sales may be made on the Nasdaq National Market or otherwise, at prices
related to the then current market price or in negotiated transactions,
including pursuant to an underwritten offering or one or more of the following
methods: (a) purchases by a broker-dealer as principal and resale by such broker
or dealer for our account pursuant to this prospectus; (b) ordinary brokerage
transactions and transactions in which a broker solicits purchasers; and (c)
block trades in which a broker-dealer so engaged will attempt to sell the shares
as agent but may position and resell a portion of the block as principal to
facilitate the transaction. In effecting sales, brokers or dealers engaged by
the selling shareholders may arrange for other brokers or dealers to
participate. Brokers or dealers may receive commissions or discounts from the
selling shareholders or from the purchasers in amounts to be negotiated
immediately prior to the sale. The selling shareholders may also sell the shares
in accordance with Rule 144 under the 1933 Act.
The selling shareholders might not sell any or all of the shares offered
hereunder.
LEGAL MATTERS
The validity of the shares offered hereby has been passed upon by Varnum,
Riddering, Schmidt & Howlett LLP, Grand Rapids, Michigan.
EXPERTS
The consolidated financial statements of the Company included in the
Company's Annual Report on Form 10-K as of December 31, 1999 and 1998, and for
each of the years in the three-year period ended December 31, 1999, have been
audited by KPMG LLP, independent accountants, as stated in their report in the
Form 10-K thereon and incorporated by reference in this document. These
consolidated financial statements have been incorporated by reference in this
document in reliance upon KPMG LLP's report given upon the authority of that
firm as experts in accounting and auditing.
6
<PAGE>
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....................................... $ 114
Blue Sky fees and expenses............................. 100
Printing............................................... 50
Legal fees and expenses................................ 1,000
Accountants? fees and expenses......................... 1,000
Miscellaneous expenses................................. 100
------
Total.................................................. $2,364
======
</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.
7
<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.
8
<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 4th day of May,
2000.
INDEPENDENT BANK CORPORATION
By \s\ Charles C. Van Loan
Charles C. Van Loan, President and
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Amendment
has been signed below on May 4, 2000, 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
President and Chief Vice President,
Executive Officer (Principal Executive Officer) Secretary and Treasurer
(Principal Financial Officer)
/s/ James Twarozynski /s/ Charles A. Palmer*
James Twarozynski, Vice President Charles A. Palmer, Director
and Controller (Principal Accounting Officer)
/s/ Robert J. Leppink* /s/ Arch V. Wright*
Robert J. Leppink, Director Arch V. Wright, Director
/s/ Terry L. Haske* /s/ Keith E. Bazaire*
Terry L. Haske, Director Keith E. Bazaire, Director
/s/ Thomas F. Kohn
Thomas F. Kohn, Director
By: /s/ William R. Kohls
William R. Kohls
Attorney-in-Fact
9
<PAGE>
EXHIBIT INDEX
Item 5 Opinion of Varnum, Riddering, Schmidt & Howlett
Item 23(a) The consent of KPMG LLP 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
10
<PAGE>
EXHIBIT 5
May 4, 2000
Independent Bank Corporation
230 West Main Street
P.O. Box 491
Ionia, Michigan 48846
Re: Registration Statement on Form S-3 Relating to Independent Bank
Corporation Common Stock
Gentlemen:
With respect to the Registration Statement on Form S-3 (the "Registration
Statement"), filed by Independent Bank Corporation, a Michigan corporation (the
"Company"), with the Securities and Exchange Commission for the purpose of
registering under the Securities Act of 1933, as amended, 33,600 shares of the
Company's common stock, par value $1.00 per share, for issuance as described, we
have examined such documents and questions of law we consider necessary or
appropriate for the purpose of giving this opinion. On the basis of such
evaluation, we advise you that in our opinion the 33,600 shares covered by the
Registration Statement have been duly and validly authorized by Independent Bank
Corporation, and, when sold, will have been duly and validly issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or under the rules and regulations of
the Securities and Exchange Commission relating thereto.
Sincerely,
VARNUM, RIDDERING, SCHMIDT & HOWLETTLLP
/s/ Varnum, Riddering, Schmidt & Howlett LLP
11
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
KPMG
Suite 1200
150 West Jefferson
Detroit, MI 48226-4429
Independent Bank Corporation
230 West Main Street
P.O. Box 491
Ionia, Michigan 48846
Gentlemen:
We consent to the incorporation by reference in the registration statement on
Amendment No. 1 to Form S-3 on Independent Bank Corporation of our report dated
February 4, 2000, with respect to the consolidated statements of financial
condition of Independent Bank Corporation and subsidiaries as of December 31,
1999 and 1998, and the related consolidated statements of operations,
shareholders' equity comprehensive income, and cash flows for each of the years
in the three-year period ended December 31, 1999, which report is incorporated
by reference in the December 31, 1999 annual report on Form 10-K of Independent
Bank Corporation, and to the reference of our firm under the heading "Experts"
in the registration statement on Amendment No. 1 to Form S-3.
/s/ KPMG LLP
May 4, 2000
Detroit, Michigan
12
