SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
MICHIGAN FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Items 22(a)(2) of Schedule A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the
filing fee is calculated and state how it was determined.)
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing party:
(4) Date filed:
[LOGO]
MICHIGAN FINANCIAL CORPORATION
101 WEST WASHINGTON STREET
MARQUETTE, MICHIGAN 49855
March 22, 1996
To the Stockholders:
The 1996 Annual Meeting of Stockholders will be held in the Ancestors Room of
the Ramada Inn, 412 West Washington Street, Marquette, Michigan, on Tuesday,
April 30, 1996 at 1:30 p.m., local time, in accordance with provisions of the
bylaws. The formal notice and accompanying proxy statement describe the
matters to be acted upon at the meeting.
A copy of the Corporation's Annual Report for the year 1995 is enclosed.
You are cordially invited to attend the meeting. It is important that your
shares be represented, regardless of the number you own. WE REQUEST THAT YOU
SIGN AND DATE THE ENCLOSED PROXY, INDICATE YOUR CHOICES WITH RESPECT TO THE
MATTERS TO BE VOTED UPON AND RETURN THE PROXY PROMPTLY IN THE ENCLOSED
STAMPED, SELF-ADDRESSED ENVELOPE.
Sincerely yours,
/s/ Howard L. Cohodas
HOWARD L. COHODAS
Chairman
[LOGO]
MICHIGAN FINANCIAL CORPROATION
101 WEST WASHINGTON STREET
MARQUETTE, MICHIGAN 49855
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of Stockholders of Michigan Financial Corporation will be
held in the Ancestors Room of the Ramada Inn, 412 West Washington Street,
Marquette, Michigan, on Tuesday, April 30, 1996 at 1:30 p.m., local time, for
the following purposes:
1. To elect twelve (12) directors to hold office until the next
Annual Meeting of Stockholders and until their successors have
been elected and qualified.
2. To transact such other business as may properly come before
the meeting or any adjournment thereof.
Only stockholders of record as shown on the transfer books of the Corporation
at the close of business on March 1, 1996 are entitled to notice of and to
vote at the meeting or any adjournment thereof. Stockholders are encouraged
to sign and date the enclosed proxy, indicate their choices with respect to
the matters to be voted upon and return the proxy promptly in the enclosed
self-addressed envelope.
By Order of the Board of Directors
/s/ Kenneth F. Beck
KENNETH F. BECK
Secretary
March 22, 1996
MICHIGAN FINANCIAL CORPORATION
101 WEST WASHINGTON STREET
MARQUETTE, MICHIGAN 49855
----------------
PROXY STATEMENT
----------------
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Michigan Financial Corporation, 101 West Washington
Street, Marquette, Michigan 49855 (the "Corporation"), of proxies for use at
the Annual Meeting of Stockholders of the Corporation to be held in the
Ancestors Room of the Ramada Inn, 412 West Washington Street, Marquette,
Michigan, on Tuesday, April 30, 1996, at 1:30 p.m., local time, and any
adjournment thereof .
This Proxy Statement has been mailed on or about March 22, 1996, to all
holders of common stock of the Corporation as of the record date.
The cost of soliciting proxies will be borne by the Corporation. In addition
to solicitations by mail, officers and regular employees of some or all of
the Corporation's member banks may solicit proxies by telephone or in person.
VOTING AT THE MEETING
The Board of Directors of the Corporation has fixed the close of business on
March 1, 1996, as the record date for the determination of stockholders
entitled to notice of and to vote at the Annual Meeting of Stockholders and
any adjournments thereof . The Corporation has only one class of common stock
and no preferred stock. There are 5,598,267 shares of common stock of the
Corporation outstanding as of March 1, 1996. Each outstanding share will
entitle the holder thereof to one vote on each separate matter presented for
vote at the meeting. If the enclosed form of proxy is executed and returned,
it nevertheless may be revoked at any time before it is exercised at the
meeting. Shares may not be voted cumulatively.
ELECTION OF DIRECTORS
The following twelve (12) nominees are proposed to be elected at the meeting
to serve until the next annual meeting and until their successors shall be
elected and have qualified. All nominees are currently directors of the
Corporation. The directors' terms expire as of the annual meeting. A majority
of votes cast at the meeting is necessary for election.
In the event that any nominees shall be unable to serve, which is not now
contemplated, the proxy holders may vote for a substitute nominee. Proxies
will be voted in favor of the nominees unless authority to do so is withheld.
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION SINCE
------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Alfred J. Angeli 45 Vice President, Angeli Foods Company 1992
Kenneth F. Beck 58 Senior Vice President, Treasurer, and Secretary; 1986
Michigan Financial Corporation
Gary L. Butryn 49 President and General Manager, Mead Publishing Paper 1991
Division, Mead Corporation
Willard M. Carne 63 Owner, Carne's Amoco Service 1985
Howard L. Cohodas 51 Chairman and President, Michigan Financial Corporation 1974
Willard L. Cohodas 81 Executive Vice President, Cohodas Bros. Co. of Michigan, 1972
Real Estate & Investments
Clarence R. Fisher 56 Chairman and President, Upper Peninsula Energy 1994
Corporation and Upper Peninsula Power Company
Hugh C. Higley, Jr. 50 Senior Vice President, Interstate Welding Sales 1987
Corporation
David Holli 58 President, Holli Forest Products, Inc. 1988
Daniel H. Lori 49 Owner, Lori Associates, Inc. Office Equipment Sales and 1991
Services
Fred M. Saigh 75 Chairman, First National Underwriters, Inc. 1986
James L. Smith 56 President, MFC First National Bank, Escanaba 1980
</TABLE>
For the previous five years, all directors have either been engaged in the
principal occupations specified above or in other executive positions with
their respective organizations. Directors Beck, H. Cohodas, and Smith have
been principally employed by the Corporation or a member bank during the
previous five years.
Willard L. Cohodas is an uncle of Howard L. Cohodas.
The Board of Directors held seven regularly scheduled meetings in 1995.
Director W. Cohodas attended fewer than 75% of the aggregate of the total
number of meetings held by the Board of Directors and all the committees of
the Board of Directors on which he served.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A
VOTE FOR EACH OF THE NOMINEES
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors of the Corporation has an Audit Committee comprised of
directors Angeli, Fisher, Holli, and Lori. This Committee held four meetings
in 1995. The Committee is responsible for the recommendation of an
independent accounting firm to be engaged for the external audit, directing
and supervising investigations into matters relating to audit functions,
reviewing with independent auditors the plan and results of the external
audit, the establishment and continued supervision of internal auditing
procedures, reviewing the degree of independence of the auditors, and
reviewing the adequacy of internal accounting controls.
The Corporation does not have Compensation or Nominating Committees. The
Corporation has a Personnel Committee comprised of directors Butryn, H.
Cohodas, Higley, and Holli and Vice President-Human Resources, Ward L.
Rantala, which performs functions similar to those of a Compensation
Committee. This Committee held one meeting in 1995. The Committee is
responsible for reviewing the annual compensation of the officers of the
Corporation and the chief executive officers of the member banks and making
recommendations to the Board of Directors.
PERSONNEL COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
The members of the Personnel Committee during 1995 were directors Butryn, H.
Cohodas, Higley and Holli and Vice President-Human Resources, Ward L.
Rantala. Mr. H. Cohodas is the chief executive officer of the Corporation and
also of MFC First National Bank, Marquette. In addition, he is Chairman of
the Board of each of the Corporation's member banks and its insurance
subsidiary. Mr. Rantala also serves as Vice President-Human Resources of MFC
First National Bank, Marquette. Mr. Rantala does not participate in any of
the procedures which pertain to his compensation or other related matters and
is excused from the committee meetings at such times.
MANAGEMENT REMUNERATION AND TRANSACTIONS
REMUNERATION
The following table sets forth compensation of the chief executive officer
and of each executive officer whose total remuneration exceeded $100,000,
paid or expensed by the Corporation, its member banks or its insurance
subsidiary, during calendar year 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
------------------- -------------------
NAME AND PRINCIPAL SECURITIES UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS(1) OPTIONS #(2) COMPENSATION(3)
-------- ---- ------ -------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Howard L. Cohodas 1995 $172,000 $47,767 8,000 $1,723
Chief Executive Officer 1994 147,000 29,400 8,000 1,352
1993 140,000 17,500 1,427
Kenneth F. Beck 1995 97,100 27,889 5,000 1,212
Chief Financial Officer 1994 92,500 18,500 5,000 1,006
1993 88,000 11,000 918
</TABLE>
(1) Consists of awards paid as determined under the Executive Incentive Plan
described on page 5.
(2) Granted pursuant to the Michigan Financial Corporation Stock Option Plan
described on page 5.
(3) Consists of employer contributions to the Employee Savings and Stock
Ownership Plan.
The following table presents information about option grants to the named
executive officers for the year ended December 31, 1995. All options granted
to the named executive officers were granted pursuant to the Michigan
Financial Corporation Stock Option Plan.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------------------- POTENTIAL REALIZABLE
VALUE AT ASSUMED
NUMBER OF ANNUAL
SECURITIES RATES OF STOCK PRICE
UNDERLYING PERCENT OF TOTAL APPRECIATION FOR
OPTIONS OPTIONS GRANTED EXERCISE PRICE OPTION TERM
GRANTED TO EMPLOYEES PER EXPIRATION -----------
NAME # IN FISCAL YEAR SHARE DATE 5% 10%
---- ----- -------------- ----- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Howard L.
Cohodas 8,000 17.0% $28.00 December 18, 2005 $140,872 $356,998
Kenneth F. Beck 5,000 10.6 28.00 December 18, 2005 88,045 223,124
</TABLE>
The following table presents information about option exercises by the named
executive officers for the year ended December 31, 1995 and options held by
each of them at year end.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT YEAR END AT YEAR END
ACQUIRED ON VALUE # $
EXERCISE REALIZED --------------------------- ---------------------------
NAME # $ EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----- ----- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Howard L.
Cohodas N/A N/A 0 16,000 0 $78,000
Kenneth F. Beck N/A N/A 0 10,000 0 48,750
</TABLE>
PENSION PLAN
The Corporation has a qualified defined benefit pension plan covering all
corporate and member bank employees who have at least one year of service and
have attained age 21. Retirement benefits are substantially dependent upon
the years of credited service and salary of each plan participant. The
following table sets forth estimated annual benefits payable to persons
retiring at age 65 in 1996 in specified remuneration and years-of-service
classifications. At December 31, 1995 Mr. H. Cohodas had 25 years of service
under the plan, and Mr. Beck 17 years. The benefit amounts listed in the
table are not subject to reduction for social security benefits or other
amounts.
<TABLE>
<CAPTION>
ANNUAL BENEFIT FOR YEARS OF SERVICE INDICATED
HIGHEST CONSECUTIVE 5 YEAR ---------------------------------------------
AVERAGE REMUNERATION 15 YRS. 20 YRS. 25 YRS. 30 YRS. AND OVER
- --------------------------- ------ -------- -------- ----------------
<S> <C> <C> <C> <C>
$125,000 $34,915 $ 46,553 $ 58,191 $ 69,830
150,000 42,415 56,553 70,691 84,830
175,000 49,915 66,553 83,191 99,830
200,000 57,415 76,553 95,691 114,830
225,000 64,915 86,553 108,191 120,000
250,000 72,415 96,553 120,000 120,000
275,000 79,915 106,553 120,000 120,000
</TABLE>
PERSONNEL COMMITTEE REPORT ON EXECUTIVE COMPENSATION
COMPENSATION PHILOSOPHY
The Corporation applies a consistent philosophy to compensation for all
employees, including senior management. This philosophy is based on the
premise that the achievements of the Corporation result from the coordinated
efforts of all individuals working toward common objectives. The Corporation
strives to achieve those objectives through teamwork that is focused on
meeting the expectations of customers and stockholders.
The goals of the compensation program are to align compensation with business
objectives and performance, and to enable the Corporation to attract, retain
and reward executive officers who contribute to the long-term success of the
Corporation. The Corporation's compensation program for executive officers is
based on the same four principles applicable to compensation decisions for
all employees of the Corporation:
* The Corporation pays competitively.
The Corporation is committed to providing a pay program that helps attract and
retain qualified industry professionals. To ensure that pay is competitive, the
Corporation compares its pay practices annually with peer group financial
institutions and establishes its pay parameters based on this review.
* The Corporation pays for relative sustained performance.
Executive officers are rewarded based upon corporate performance, member bank
performance and individual performance. Corporate performance and member bank
performance are evaluated by reviewing the extent to which strategic and
business plan goals are met. Individual performance is evaluated by reviewing
organizational and management objectives, and the degree to which teamwork and
corporate values are fostered.
* The Corporation strives for fairness in the administration of pay.
The Corporation applies its compensation philosophy system-wide. The Corporation
strives to achieve a balance of the compensation paid to a particular individual
and the compensation paid to other executives.
* The Corporation believes employees should understand the performance
evaluation and pay administration process.
The evaluating manager gives the employee ongoing feedback on performance.
BASE SALARIES
Base salaries for new management employees are established initially by
evaluating the responsibilities of the position and the experience of the
individuals relative to salaries for comparable positions at comparable
companies within the banking industry.
Annual salary adjustments are determined by evaluating the competitive
marketplace, the performance of the Corporation, the performance of the
executive, and any change in the executive's responsibilities. Salary
adjustments are determined and normally made on a 12 month cycle.
Compensation has been and will continue to be tax deductible.
ANNUAL BONUSES
The Corporation has an executive incentive plan in which members of
management selected by the Personnel Committee participate. The plan, which
is administered by the Committee, annually may award to senior management
(including Mr. H. Cohodas and Mr. Beck) up to 40% of an executive's base
salary, to be paid out over a three year measurement period. Up to 20% may be
earned during the first year of the period and up to 10% in each of the next
two years. The amounts of these cash awards are determined based upon a
combination of the level of achievement by the Corporation of its strategic
and operating goals and the level of achievement of individual operating unit
objectives. Awards are determined annually after the close of each fiscal
year. Failure to achieve the objectives in any plan year not only results in
no payment of the current year incentive but also terminates any accrued
incentives from prior periods.
During 1993 maximum awards were limited to 25% of an executive's base salary,
based upon a one year measurement period. All cash awards earned were paid as
soon as practicable after the close of the fiscal year.
STOCK OPTION PLAN
In 1994 the Corporation adopted a stock option plan for the Corporation's key
employees in order to foster alignment of the interests of the named
executive officers and certain other members of senior management with
stockholder interests. This plan is administered by the Personnel Committee.
The plan provides that stock options may be granted to individuals who are in
positions to most significantly influence the longer-term performance of the
Corporation. The size of stock option grants is based primarily on
competitive practice and is generally targeted to be consistent with peer
group financial institutions. However, the size of stock option awards can be
adjusted upward or downward based on a subjective evaluation of individual
contributions and potential. The Committee's objective is to deliver a
competitive award opportunity, based on the aggregate exercise price of the
shares subject to the option. As a result, the number of shares underlying
stock option awards varies and is dependent on the stock price on the date of
grant.
Options are granted at the then current fair market value, and the future
value to be realized from options granted under the plan is dependent upon
the extent to which the Corporation's performance is reflected in the market
price of its common stock at the time the options are exercised in the
future. The date of exercise, and, thus the time period within which value
may be realized and the relationship of that value to the Corporation's
performance, will be determined by the individual option holder. The plan
does not permit the adjustment of the exercise price, except to recognize
changes in capitalization, such as stock splits and dividends, following the
option grant.
The Committee has been advised that compensation arising from the exercise of
outstanding stock options as well as options to be granted under the plan
will be deductible for Federal income tax purposes.
CHIEF EXECUTIVE OFFICER COMPENSATION
Specifically with regard to the compensation of Mr. H. Cohodas, the
Corporation's chief executive officer since 1989, the Personnel Committee
undertook the same evaluation set forth above with respect to officers
generally. As with the other corporate officers, Mr. Cohodas's compensation
(both base salary and incentive bonus) has been increased in recent years as
profitability and overall performance of the Corporation also increased. In
granting a stock option for 8,000 shares to Mr. H. Cohodas in 1995, the
Committee considered his individual performance and the compensation
practices of the peer group.
By the Personnel Committee: Gary L. Butryn, Chairman, Howard L. Cohodas, Hugh
C. Higley, Jr., David Holli, Ward L. Rantala.
REMUNERATION OF DIRECTORS
Directors of the Corporation who are not employees of the Corporation, its
member banks or insurance subsidiary are paid $750 quarterly plus $750 per
meeting of the Board of Directors attended and $250 per committee meeting
attended.
TRANSACTIONS WITH MANAGEMENT
Some of the directors and officers of the Corporation and the companies with
which they are associated were customers of, and had banking transactions
with, some of the Corporation's member banks in the ordinary course of
business during 1995. In the opinion of management, all loans and commitments
to loan included in such transactions were made on substantially the same
terms, including interest rates and collateral, as those prevailing at the
time for comparable transactions with other persons, and did not involve more
than normal risk of collectability or present other unfavorable features.
PERFORMANCE GRAPH
The graph below compares the performance of Michigan Financial Corporation
Common Stock to the Nasdaq Market Index and the Media General Index,
respectively, over the five year period ended December 31, 1995. The graph
assumes that the value of an investment in MFC and each index was $100 at
January 1, 1991 and that all dividends were reinvested on a quarterly basis.
(1) The Media General Index is compiled by Media General Financial Services, a
financial data publisher. The index is composed of 104 Nasdaq banks and
bank holding companies located in the East North Central Region.
<TABLE>
<CAPTION>
FISCAL YEAR ENDING
--------------------------------------------------------
1990 1991 1992 1993 1994 1995
--------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Michigan Financial Corporation 100 125.08 187.04 241.95 339.72 520.96
-----------------------------------------------------------------------------------------
Industry Index (Media General) 100 166.70 215.34 224.74 209.59 305.67
-----------------------------------------------------------------------------------------
Broad Market (NASDAQ) 100 128.38 129.64 155.50 163.26 211.77
-----------------------------------------------------------------------------------------
</TABLE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of March 1, 1996 as to common
stock of the Corporation owned of record or beneficially owned by each person
who owned more than 5% of the common stock, no par value, of the Corporation.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
-----------------------------------------
SOLE VOTING SHARED VOTING TOTAL SHARES
& INVESTMENT & INVESTMENT BENEFICIALLY PERCENT
NAME & ADDRESS POWER POWER OWNED (NOTE) OF CLASS (NOTE)
- -------------- ----- ----- ------------ ---------------
<S> <C> <C> <C> <C>
Howard L. Cohodas
Marquette, Michigan 201,615 1,065,082(1) 1,266,697 22.6%
Willard L. and Lois W.
(wife) Cohodas
Marquette, Michigan 840,623(2) 840,623 15.0
MFC First National
Bank
Marquette, Michigan 415,700 393,933 809,633(3) 14.5
Lawrence C. Frank
Yakima, Washington 193,656 581,001(4) 774,657 13.8
Paul E. Oberman
Englewood, Colorado 18,715 423,535(5) 442,250 7.9
Sylvia Cohodas
Longboat Key, Florida 422,016(6) 422,016 7.5
</TABLE>
NOTE-THE ACTUAL TOTAL NUMBER OF SHARES OVER WHICH THE PERSONS NAMED IN THE
ABOVE TABLE HAVE VOTING AND/OR INVESTMENT POWER IS 2,714,952, WHICH
REPRESENTS 48.5% OF THE TOTAL OUTSTANDING SHARES.
(1) Includes 385,126 shares with shared voting power included in a voting
agreement with Willard L. Cohodas of Marquette, Michigan and Lawrence C.
Frank of Yakima, Washington, and 415,450 shares with sole voting power
pursuant to a voting agreement under (6) below.
(2) Includes 262,338 shares owned but included in a voting agreement under (5)
below and 385,126 shares with shared voting power included in a voting
agreement with Howard L. Cohodas of Marquette, Michigan and Lawrence C.
Frank of Yakima, Washington.
(3) The shares beneficially owned by MFC First National Bank include (i) 95,741
shares under the MFC Employee Savings and Stock Ownership Plan, (ii)
140,324 shares held for one member of the Cohodas family not shown in the
table above, and (iii) 573,568 shares held by trusts or in similar accounts
for 182 customers other than members of the Cohodas family.
(4) Includes 385,126 shares with shared voting power included in a voting
agreement with Howard L. Cohodas and Willard L. Cohodas of Marquette,
Michigan.
(5) Consists of 423,535 shares with sole voting power pursuant to a voting
agreement involving Willard L. Cohodas and Lois W. Cohodas of Marquette,
Michigan, Nancy C. Oberman and Paul E. Oberman of Englewood, Colorado; and
Lynn C. Stahl and Sam Stahl of San Antonio, Texas.
(6) Consists of 415,450 shares owned but included in a voting agreement with
Howard L. Cohodas of Marquette, Michigan and 6,566 shares included in a
voting agreement between Howard L. Cohodas and Willard L. Cohodas of
Marquette, Michigan, and Lawrence C. Frank of Yakima, Washington.
The following table sets forth certain information as of March 1, 1996 as to
the common stock, no par value, of the Corporation owned beneficially by each
director, and by all directors and executive officers of the Corporation as a
group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
-----------------------------------------
SOLE VOTING SHARED VOTING TOTAL SHARES
& INVESTMENT & INVESTMENT BENEFICIALLY PERCENT
NAME & ADDRESS POWER POWER OWNED (NOTE) OF CLASS (NOTE)
- -------------- ----- ----- ------------ ---------------
<S> <C> <C> <C> <C>
Alfred J. Angeli 4,874 1,089 5,963 *
Kenneth F. Beck 1,467 21,000 22,467 *
Gary L. Butryn 200 600 800 *
Willard M. Carne 234 15,290 15,524 *
Howard L. Cohodas 201,615 1,065,082(2) 1,266,697 22.6%
Willard L. Cohodas 840,623(3) 840,623 15.0%
Clarence R. Fisher 582 1,227 1,809 *
Hugh C. Higley, Jr. 1,027 1,027 *
David Holli 2,088 1,017 3,105 *
Daniel H. Lori 8,413 8,413 *
Fred M. Saigh 9,900 12,342 22,242 *
James L. Smith 1,915 1,914 3,829 *
All Directors and
Executive Officers as
a Group (13 persons) 224,959 1,390,961 1,615,920 28.9%
</TABLE>
(1) Includes shares vested in the Employee Savings and Stock Ownership Plan for
participating employees.
(2) See note 1 on page 7 for additional information regarding the share
ownership of Mr. H. Cohodas.
(3) See note 2 on page 7 for additional information regarding the share
ownership of Mr. W. Cohodas.
* Less than 1% of the class outstanding.
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
The Board of Directors of the Corporation appointed the firm of Ernst & Young
LLP, certified public accountants, as auditors for the Corporation, its
member banks and insurance subsidiary for 1995. As of this date, auditors
have not yet been appointed for 1996. The Audit Committee has not completed
its review of audit costs for 1995 and has not recommended auditors for 1996
to the Board of Directors.
A representative of Ernst & Young LLP is expected to be present at the annual
meeting of stockholders, will be available to respond to appropriate
questions, and will have the opportunity to make a statement if he desires to
do so.
STOCKHOLDER PROPOSALS FOR 1997 ANNUAL MEETING
Any proposals which stockholders of the Corporation intend to present at the
next annual meeting of the Corporation must be received by November 22, 1996
for inclusion in the Corporation's proxy statement and proxy form for that
meeting.
OTHER MATTERS
As of the date of the proxy statement, the Board of Directors knows of no
other matters to be brought before the meeting. However, if any other matter
should be presented upon which a vote properly may be taken, the proxy
holders will act in accordance with their best judgment.
By Order of the Board of Directors
/s/ Kenneth F. Beck
KENNETH F. BECK
Secretary
March 22, 1996
[LOGO] MICHIGAN PROXY
FINANCIAL
CORPORATION
101 WEST WASHINGTON STREET--MARQUETTE, MICHIGAN 49855
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned
hereby appoints James F. Duranceau, Ronald P. Maki and Linda Olgren, or any one
of them, as Proxies, and hereby authorizes them to represent and to vote as
designated below, all the shares of common stock of Michigan Financial
Corporation held on record by the undersigned on March 1, 1996 at the annual
meeting of stockholders to be held on April 30, 1996 or any adjournment thereof.
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed below
(except as marked to the contrary below)
[ ] WITHHOLD AUTHORITY
to vote for nominees listed below
A. Angeli, K. Beck, G. Butryn, W. Carne, H. Cohodas, W. Cohodas, C. Fisher,
H. Higley, Jr., D. Holli, D. Lori, F. Saigh, and J. Smith.
- --------------------------------------------------------------------------------
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below.)
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting, which the Board of
Directors did not know a reasonable time before the solicitation of the
proxy, was to be presented at the meeting.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
CONTINUED FROM OTHER SIDE
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
DATED _______________________________ 1996
__________________________________________
SIGNATURE
__________________________________________
SIGNATURE IF HELD JOINTLY
PLEASE MARK, SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE
