As filed with the Securities and Exchange Commission on May 6, 1996
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
---------------
MICHIGAN FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
MICHIGAN 38-2011532
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 WEST WASHINGTON STREET
MARQUETTE, MICHIGAN, 49855
(906) 228-6940
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
KENNETH F. BECK, SENIOR VICE PRESIDENT
101 W. WASHINGTON STREET
MARQUETTE, MI 49855
(906) 228-1355
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
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, please check the following box. [ ]
<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
- - -----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares 50,000(1) $27.25(2) $1,362,500(2) $469.83(3)
- - -----------------------------------------------------------------------------------------
</TABLE>
(1) Plus such indeterminate number of additional shares as may be required to be
issued in the event of an adjustment as a result of an increase in the number of
issued shares of common stock resulting from a subdivision of such shares, the
payment of stock dividends or certain other capital adjustments.
(2) Estimated solely for purposes of calculating the registration fee.
(3) The filing fee has been calculated pursuant to Rule 457(c).
PROSPECTUS
MICHIGAN FINANCIAL CORPORATION
DIVIDEND REINVESTMENT PLAN
OFFERING UP TO 50,000 SHARES OF COMMON STOCK
The Dividend Reinvestment Plan (the "Plan") of Michigan Financial Corporation
(the "Corporation") provides holders of the Corporation's common stock ("Common
Stock") with a convenient method of purchasing additional shares of Common Stock
without payment of any brokerage commission or service charge.
The shares purchased under the Plan may be newly issued shares or shares
purchased for participants in the open market, at the Corporation's option. The
Plan does not represent a change in the Corporation's dividend policy or a
guarantee of future dividends, which will continue to depend on earnings,
financial requirements and other factors. Any holder of record of Common Stock
is eligible to participate in the Plan.
Shareholders enrolled in the Plan will continue to be enrolled unless they
notify Norwest Bank Minnesota, N.A., Agent for the Plan, that they wish to
withdraw from participation (see "Description of the Plan"). Shareholders who do
not wish to participate in the Plan will continue to receive cash dividends, as
declared, by check in the usual manner.
This Prospectus relates to shares of Common Stock of the Corporation registered
for purchase under the Plan. It is suggested that this Prospectus be retained
for future reference.
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.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY OF THE SECURITIES OFFERED BY THIS PROSPECTUS IN
ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION.
THE DATE OF THIS PROSPECTUS IS MAY 6, 1996.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN AS CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER
THAN THOSE DESCRIBED ON THE COVER PAGE OR AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY WITHIN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION WITHIN SUCH JURISDICTION. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALES MADE UNDER THIS PROSPECTUS SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE CORPORATION SINCE THE DATE OF THIS PROSPECTUS.
AVAILABLE INFORMATION
The Corporation is subject to the information 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"). The Corporation also files these reports and other information
with the National Association of Securities Dealers, Inc. Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 5th Street,
N.W., Washington, D.C. 20549, and at certain of its regional offices located at
7 World Trade Center, 12th Floor, New York, New York 10048, and Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such material can also be inspected at the offices of the
National Association of Securities Dealers, Inc., at 1735 K. Street, N.W.,
Washington, D.C. 20006.
The Corporation has filed a registration statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Plan. This Prospectus does not contain
all of the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. The Registration Statement, including the exhibits filed or
incorporated by reference as a part thereof, can be inspected at the public
reference facilities of the Commission set forth above and copies of which can
be obtained from the Public Reference Section of the Commission at prescribed
rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed in (a) through (c) below and all documents subsequently
filed pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange
Act of 1934, prior to the termination of the offering, shall be deemed to be
incorporated by reference in this Prospectus.
(a) The Corporation's latest annual report on Form 10-K filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 which
contains, either directly or by incorporation by reference, certified
financial statements for the Corporation's latest fiscal year for which a
Form 10-K was required to have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by
the annual report referred to in (a) above.
(c) The description of the Corporation's Common Stock, registered under
Section 12 of the Securities Exchange Act of 1934, including any amendment
or reports filed for the purpose of updating such description.
This Prospectus incorporates documents by reference which are not presented
herein or delivered herewith. Copies of these documents, other than exhibits to
such documents, are available without charge on written or oral request of any
person, including any beneficial owner, to whom this Prospectus is delivered,
from Kenneth F. Beck, Senior Vice President, Michigan Financial Corporation, 101
W. Washington Street, Marquette, Michigan 49855 (906) 228-1355.
MICHIGAN FINANCIAL CORPORATION
Michigan Financial Corporation is a registered bank holding company under the
Bank Holding Company Act of 1956. The Corporation was incorporated under the
laws of the State of Michigan on June 29, 1972. The Corporation's main offices
are located at 101 W. Washington Street, Marquette, Michigan 49855, and its
telephone number is (906) 228-6940.
Michigan Financial Corporation is the largest bank holding company operating
solely in the Upper Peninsula of Michigan. The Corporation owns and operates
seven member banks offering complete banking service through 32 offices and also
owns Michigan Financial Life Insurance Company, which underwrites credit life
and accident and health insurance in connection with consumer loans made by the
member banks.
The Corporation provides advice and services to its member banks and
coordinates their activities in such areas as lending, investment policies,
business development, auditing, public relations, data processing, financial
reporting, budgetary planning and compliance with government regulations.
As a bank holding company, the Corporation has broader corporate powers than any
of its member banks. These broader corporate powers principally include the
power to engage in certain nonbanking businesses closely related to banking, to
own the capital stock of banks and of business corporations which are not banks,
located either within Michigan or outside of Michigan, all subject, however, to
the provisions of the Bank Holding Company Act of 1956 and regulations of the
Board of Governors of the Federal Reserve System.
USE OF PROCEEDS
The Corporation has no basis for estimating precisely the prices at which the
shares of Common Stock will be sold. However, the Corporation proposes to use
the net proceeds from the sale of shares of Common Stock pursuant to the Plan,
when and as received, for general corporate purposes.
DESCRIPTION OF THE PLAN
The following is a question and answer statement of the provisions of the
Plan.
PURPOSE
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide holders of record of shares of the Common
Stock of the Corporation with a convenient method of investing cash dividends in
additional shares of Common Stock, so long as such additional shares are being
made available by the Corporation, or, if additional shares are not being made
so available, in shares of Common Stock purchased in the open market without
payment of any brokerage commission or administrative fees. Additional shares of
Common Stock purchased directly from the Corporation will provide the
Corporation with additional funds for general corporate purposes. The
Corporation will receive no proceeds from purchases by the Plan of any shares in
the open market.
ADVANTAGES
2. WHAT ARE THE ADVANTAGES OF THE PLAN?
Participants in the Plan may have cash dividends on their shares of Common Stock
automatically reinvested in shares of Common Stock. Participants in the Plan are
not required to pay any brokerage commission or administrative fees in
connection with purchases under the Plan. 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 participants' accounts. In addition, dividends in
respect of such fractions, as well as full shares, are credited to participants'
accounts. Participants can avoid the inconvenience and expense of safekeeping
certificates for shares credited to their accounts under the Plan (see Question
18). Statements of accounts are furnished to participants as soon as practicable
after purchases of shares have been completed so as to provide simplified record
keeping.
ADMINISTRATION
3. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
Norwest Bank Minnesota, N.A. (the "Agent") administers the Plan for
participants, keeps records, sends statements of account to participants and
performs other duties relating to the Plan (see Question 29). Shares of
Common Stock purchased under the Plan are registered in the name of the Agent
(or its nominee), as agent, and credited to the accounts of the respective
participants.
PARTICIPATION
4. WHO IS ELIGIBLE TO PARTICIPATE?
All holders of record of shares of Common Stock are eligible to participate in
the Plan. Although shares purchased with reinvested dividends are registered in
the name of the Agent (see Question 3), a shareholder will continue to hold
those shares currently held in his or her name unless he or she chooses to
transfer those shares to the Agent for safekeeping (See Question 18).
5. CAN A BENEFICIAL OWNER WHO IS NOT A HOLDER OF RECORD PARTICIPATE IN THE PLAN?
In order to be eligible to participate fully in the Plan, beneficial owners of
shares of Common Stock whose shares are registered in names other than their own
(for instance, in the name of a broker or nominee) must become shareholders of
record by having shares transferred into their own names.
6. HOW DOES A SHAREHOLDER PARTICIPATE?
A holder of record of shares of Common Stock may join the Plan at any time by
completing and signing an Authorization Form and returning it to the Agent. An
Authorization Form may be obtained by written request to the Agent (see Question
29).
7. WHEN WILL INVESTMENT OF DIVIDENDS START?
The record dates for the payments of dividends with respect to the Corporation's
Common Stock are chosen from time to time by the Board of Directors of the
Corporation. If the Authorization Form is received by the Agent in sufficient
time for processing before the record date for determining the holders of shares
entitled to the next dividend, the reinvestment of dividends will commence with
the next dividend. If the Authorization Form is not received in sufficient time
for processing prior to the record date, the reinvestment of dividends will not
start until payment of the ensuing dividend.
Shareholders are cautioned that the Plan does not represent a change in the
Corporation's dividend policy or a guarantee of future dividends, which will
continue to depend upon the Corporation's earnings, financial requirements and
other factors.
8. ARE SHAREHOLDERS ENROLLED IN THE PLAN REQUIRED TO SEND IN A NEW AUTHORIZATION
FORM ANNUALLY?
No. Shareholders enrolled in the Plan will continue to be enrolled in the Plan
without further action on their part, unless the participant gives notice to the
Agent in writing that the participant wishes to withdraw from participation.
(See the answers to Questions 22 and 23 for information concerning withdrawal
from the Plan.)
9. WHAT DOES THE AUTHORIZATION FORM PROVIDE?
The Authorization Form directs the Agent to apply all of the participating
shareholder's cash dividends on all or a portion of the shares of Common Stock
of the Corporation registered in the participant's own name, as well as on all
shares credited to the participant's account under the Plan, to the purchase of
shares of Common Stock under the Plan.
The Authorization Form also appoints Norwest Bank Minnesota, N.A. as agent
for the participant and directs Norwest to purchase shares of Common Stock
with payments into the Plan.
10. MAY A PARTICIPANT ELECT TO MAKE OPTIONAL CASH PAYMENTS UNDER THE PLAN?
Yes. The Plan permits participants to make optional cash payments of not less
than $25 per month and not more than $1,000 per calendar quarter. Any optional
cash payment received from a participant, subject to the minimum payment and the
quarterly maximum, will be applied by the Agent to the purchase of additional
Common Stock. Dividends on Common Stock purchased with optional cash payments
will be automatically reinvested in shares of Common Stock if reinvestment of
dividends is authorized.
11. HOW ARE SHARES OF COMMON STOCK PURCHASED WITH OPTIONAL CASH PAYMENTS?
The optional cash payment feature is designed to meet participants' particular
cash situations at any given time. Participants are not obligated to make
optional cash payments or to continue to do so each succeeding quarter. The
Agent will make purchases of Common Stock at 30-day intervals on or about the
20th of each month provided the total funds are sufficient to purchase at least
100 shares of Common Stock. Cash contributions received by the Agent within 30
days prior to a dividend payment date will be combined with the dividends in
making purchases. The source and price of Common Stock purchased with optional
cash payments are set forth in Questions 13. and 14.
An optional cash payment may be made by a participant sending a check or money
order to the Agent at the address set forth in Question 29 together with an
authorization form or the tear-off portion of the statement received after the
initial dividend has been reinvested. Checks and money orders should be made
payable to Norwest Bank Minnesota, N.A.
Under no circumstances will interest be paid on optional cash investments held
for the purchase of shares of Common Stock. A participant may, without
terminating participation in the Plan, recover any optional cash payment held by
the Agent provided that the request for such return is received at least 48
hours before the funds are invested.
COSTS
12. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PARTICIPATION
UNDER THE PLAN?
There are no brokerage commissions or administrative fees to participants in
connection with purchases of shares of Common Stock under the Plan. All costs
of administration of the Plan are paid by the Corporation. If, however, a
participant instructs the Agent to sell his or her shares of Common Stock,
any brokerage commissions and service charges will be deducted from the
participant's cash proceeds.
PURCHASES
13. HOW WILL SHARES BE PURCHASED UNDER THE PLAN?
Cash dividends will be invested by the Agent as soon as practicable after the
dividend payment date for the Common Stock and in no event later than 30 days
after receipt except when necessary to comply with applicable provisions of
Federal securities laws. To the extent the Corporation is making additional
shares of Common Stock available for purchase under the Plan, the Agent will
purchase such additional shares of Common Stock from the Corporation. To the
extent the Corporation is not then making additional shares available for
purchase under the Plan, the Agent will purchase shares of Common Stock in the
open market. The Corporation reserves the right, in its sole discretion, to
cease or resume making additional shares of Common Stock available for such
purposes at any time and from time to time.
If the Corporation determines not to make additional shares of Common Stock
available for purchase under the Plan and in the event applicable law or the
closing of the securities markets requires temporary curtailment or suspension
of open market purchases of shares of Common Stock, the Agent is not accountable
for its inability to make purchases at such time.
14. WHAT WILL BE THE PRICE OF SHARES PURCHASED UNDER THE PLAN?
The price of shares of Common Stock purchased from the Corporation will be the
average of the high and low sales prices for such shares as reported in the
NASDAQ National Market on the dividend payment date or, in the case of optional
cash payments, the date the shares are purchased (or the next preceding day on
which the NASDAQ National Market is open, if it is closed on said date).
If on any date as of which the purchase price is to be determined there are no
transactions in shares of Common Stock reported on the NASDAQ National Market,
then the purchase price will be determined by the Corporation on the basis of
such market quotations or other criteria as it shall deem appropriate.
Shares of Common Stock acquired in the open market may be purchased in the
over-the-counter market or in negotiated transactions, on such terms as to
price, delivery, and otherwise as the Agent may determine.
15. HOW MANY SHARES WILL BE PURCHASED FOR PARTICIPANTS?
The number of shares that will be purchased for each participant will depend on
the amount of the participant's dividend (and/or optional cash payment) and the
purchase price of the shares of Common Stock. Each participant's account will be
credited with that number of shares (including fractions computed to three
decimal places) equal to the total amount to be invested, divided by the
applicable purchase price (also computed to three decimal places).
REPORTS TO PARTICIPANTS
16. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
Each participant in the Plan will receive statements of account as soon as
practicable after purchases of shares have been completed. These statements are
a participant's record of the costs of the participant's purchases and should be
retained for income tax purposes. In addition, each participant will receive the
most current Prospectus for the Plan and copies of the same communications sent
to all other holders of shares of Common Stock, including the Corporation's
annual report to shareholders, a notice of the annual meeting and proxy
statement and Internal Revenue Service information for reporting dividend income
received.
DIVIDENDS
17. WILL PARTICIPANTS RECEIVE DIVIDENDS ON SHARES HELD IN THEIR PLAN ACCOUNTS?
Yes. Dividends on full shares, and any fraction of a share, credited to a
participant's account will be reinvested in shares of Common Stock and
credited to the participant's account.
CERTIFICATES FOR SHARES
18. WILL CERTIFICATES BE ISSUED FOR SHARES OF COMMON STOCK PURCHASED UNDER THE
PLAN?
Shares of Common Stock purchased under the Plan for the accounts of participants
will be registered in the name of the Agent (or its nominee), and certificates
for such shares will not be issued to participants until requested. The total
number of shares credited to an account under the Plan will be shown on each
statement of account. This custodial service protects participants against the
risk of loss, theft or destruction of stock certificates.
Certificates for any number of whole shares credited to an account under the
Plan will be issued at any time upon the written request of a participant to the
Agent. Any remaining full shares and fraction of a share will continue to be
credited to the participant's account. Certificates for fractions of shares will
not be issued under any circumstances.
A participant in the Plan, may, if he or she wishes to do so, deposit
certificates for Common Stock now or hereafter registered in the participant's
name for credit as accrued shares under the Plan. This will allow the same
safekeeping feature to extend to all of the participant's shares. There is no
charge for this service. Because the participant will bear the risk of loss in
sending the certificates to the Agent, it is recommended that they be sent by
registered mail, return receipt requested, and properly insured. The
certificates need not be endorsed. The deposit transaction will be reflected on
the participant's next Plan statement.
19. IN WHOSE NAME WILL CERTIFICATES BE REGISTERED WHEN ISSUED?
Accounts under the Plan will be maintained in the names in which certificates of
the participants were registered at the time the participants entered the Plan.
Consequently, certificates for whole shares will be similarly registered when
issued at the request of a participant (see Question 18).
20. WHAT HAPPENS WHEN A PARTICIPANT SELLS OR TRANSFERS ALL OF THE SHARES
REGISTERED IN HIS NAME?
If a participant disposes of all shares of Common Stock registered in the
participant's name (those for which the participant holds certificates), the
dividends on the shares credited to the participant's account under the Plan
will continue to be reinvested until the participant notifies the Agent that the
participant wishes to withdraw from the Plan.
21. MAY SHARES IN A PLAN ACCOUNT BE PLEDGED?
No. A participant who wishes to pledge shares credited to the participant's
Plan account must request that certificates for such shares be issued to the
participant.
WITHDRAWAL FROM THE PLAN
22. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?
A participant may withdraw any whole number of shares from the Plan at any time
by sending a written notice to the Agent. When a participant completely
withdraws from the Plan, or upon termination of the Plan by the Corporation,
certificates for whole shares credited to the participant's account under the
Plan will be issued and a cash payment will be made for any fraction of a share
(see Question 23). Notice for termination of account must be received by Norwest
in sufficient time for processing prior to the dividend record date; otherwise,
such notice shall not be effective until after purchases from the dividends paid
have been completed and the shares credited to all participants.
Upon any withdrawal from the Plan, the participant may, if the participant
desires, also request that all or a portion of the whole shares credited to the
participant's account be sold by the Agent. If such sale is requested, the Agent
will place a sale order, as promptly as possible after the processing of the
request for withdrawal, for the account of the participant. Selling participants
should be aware that Common Stock prices may fluctuate during the period between
a request for sale, its receipt by the Agent, and the ultimate sale in the open
market within 10 business days after receipt. The risk of a price decline will
be solely that of a participant, and should be evaluated by the participant.
A check for the proceeds of any sale, less applicable brokerage commissions and
service charges, will be mailed by the sale's settlement date.
23. WHAT HAPPENS TO A FRACTION OF A SHARE WHEN A PARTICIPANT WITHDRAWS FROM THE
PLAN?
When a participant withdraws from the Plan, a cash adjustment representing
the value of any fraction of a share then credited to the participant's
account will be mailed directly to the participant. The cash adjustment will
be based on the then current market value of the Common Stock.
OTHER INFORMATION
24. WHAT HAPPENS IF THE CORPORATION ISSUES A STOCK DIVIDEND OR DECLARES A STOCK
SPLIT?
Any stock dividend or split shares distributed by the Corporation on shares
credited to the account of a participant under the Plan will be added to the
participant's account. Stock dividends or split shares distributed on shares
registered in the name of the participant will be mailed directly to the
participant in the same manner as to shareholders who are not participating in
the Plan.
25. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT MEETINGS OF SHAREHOLDERS?
For each meeting of shareholders, the participant will receive a proxy which
will enable the participant to vote shares registered in the participant's name
as well as shares credited to the participant's Plan account. If the proxy card
is returned properly signed and marked for voting, all of such shares will be
voted as marked. The total number of shares held may also be voted in person at
a meeting.
If no instructions are received on a properly signed returned proxy card with
respect to any item thereon, all of a participant's shares -- those registered
in the participant's name and those credited to the participant's account under
the Plan -- will be voted in accordance with the recommendations of the
Corporation's management, just as for non-participating shareholders who return
proxies and do not provide instructions. If the proxy card is not returned or if
it is returned unsigned, none of the participant's shares will be voted unless
the participant votes in person.
26. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?
In general, a participant will have the same Federal income tax consequences
with respect to dividends payable to the participant on shares credited to the
participant's Plan account and on shares held by the participant directly as
other holders of the Corporation's shares of Common Stock. In accordance with
Internal Revenue Service rulings applicable to dividend reinvestment plans
similar to the Plan, a participant will be treated for Federal income tax
purposes as having received, on the dividend payment date, a dividend equal to
the full amount of the cash dividend payable on such date with respect to the
participant's shares even though that amount is not actually received by the
participant in cash but, instead, is applied to the purchase of shares for the
participant's account.
If the shares of Common Stock are purchased by the Corporation in the open
market, the payment of brokerage commissions by the Corporation in connection
with the purchase of shares in the open market may be treated as additional
dividend income to the participants.
A participant will not realize any taxable income when the participant receives
certificates for whole shares credited to the participant's account under the
Plan, either upon the participant's request for such certificates or upon
withdrawal from or termination of the Plan. However, a participant who receives,
upon withdrawal from or termination of the Plan, a cash payment for any full
share then sold for the participant, or for a fractional share then held in the
participant's account, will realize gain or loss measured by the difference
between the amount of the cash which the participant receives and the price at
which such full share or fractional share was credited to the participant's
account. Such gain or loss will be capital in character if such full share or
fractional share is a capital asset in the hands of the participant. For further
information as to tax consequences of participation in the Plan, participants
should consult with their own tax advisors.
Information for income tax purposes for participants in the Plan will be printed
on the participant's statement of account.
27. WHAT IS THE RESPONSIBILITY OF THE CORPORATION AND THE AGENT UNDER THE PLAN?
The Corporation and the Agent, in administering the Plan, will not be liable for
any act done in good faith or for any good faith omission to act, including
without limitation any claim of liability (a) arising out of failure to
terminate a participant's account upon such participant's death prior to receipt
of notice in writing of such death, and (b) with respect to the prices at which
shares are purchased for the participant's account and the times such purchases
are made.
PARTICIPANTS SHOULD RECOGNIZE THAT NEITHER THE CORPORATION NOR THE AGENT CAN
ASSURE THEM OF A PROFIT OR PROTECT THEM AGAINST A LOSS ON THE SHARES
PURCHASED BY THEM UNDER THE PLAN.
28. MAY THE PLAN BE CHANGED OR DISCONTINUED?
The terms and conditions of the Plan may be modified by the Corporation or the
Agent, or the Plan may be terminated by the Corporation at any time or times
but, except when necessary or appropriate to comply with law or the rules or
policies of the Commission or other regulatory authority, only by mailing
appropriate written notice to each participant at least 30 days prior to the
effective date thereof.
Any modification shall be deemed to be accepted by the participant unless, prior
to the effective date thereof, the Agent receives written notice of the
termination of the participant's account. Any such modification may include an
appointment of a successor agent in place and stead of the Agent under these
terms and conditions, in which event the Corporation is authorized to pay such
successor bank or agent for the account of the participant, all dividends and
distributions payable on the Common Stock held by the participant, subject to
the Plan, for application by such successor bank or agent as provided in the
Plan.
29. WHERE SHOULD CORRESPONDENCE REGARDING THE PLAN BE DIRECTED?
All correspondence regarding the Plan should be addressed to:
Norwest Bank Minnesota, N.A.
Investment Plan Services
P.O. Box 64856
St. Paul, MN 55164-0856
Please mention the Dividend Reinvestment Plan on all correspondence.
LEGAL OPINION
The validity of the shares of the Corporation's Common Stock being offered has
been passed upon by Foster, Swift, Collins & Smith, P.C., 313 S.
Washington Square, Lansing, MI 48933.
INDEMNIFICATION
The Corporation's bylaws contain provisions regarding the indemnification by the
Corporation of directors, officers and other persons under specified conditions.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers or persons controlling the Corporation
pursuant to the foregoing provisions, the Corporation has been informed that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Act and is therefore unenforceable.
TABLE OF CONTENTS
PAGE
Available Information 2
Incorporation of Certain
Documents by Reference 2
Michigan Financial Corporation 3
Use of Proceeds 3
Description of the Plan 3
Purpose 3
Advantages 4
Administration 4
Participation 4
Costs 6
Purchases 6
Reports to Participants 7
Dividends 7
Certificates for Shares 7
Withdrawal from the Plan 8
Other Information 8
Legal Opinion 10
Indemnification 10
PROSPECTUS
[LOGO FOR MICHIGAN FINANCIAL CORPORATION]
Dividend Reinvestment Plan
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The expenses payable by the Registrant in connection with the issuance and
distribution of the securities being registered are estimated to be:
Registration Fee ..............................................$ 469.83
Legal Fees and Expenses*.......................................$ 4,000
Accountant's Fees and Expenses*................................$ 2,000
Miscellaneous Expenses*........................................$ 2,250
TOTAL $8,719.83
=========
*Except for the registration fee all expenses are estimates
Item 15. Indemnification of Directors and Officers
The bylaws of the Registrant provide that the Registrant shall indemnify
to the full extent permitted by law any person who is made, or threatened to be
made, a party to any action, suit or proceeding (whether civil, criminal,
administrative or investigative) by reason of the fact that he, his testator or
intestate is or was a director, officer or employee of the Registrant or serves
or served any other enterprise at the request of the Registrant.
The Registrant's articles of incorporation also provide that a director of
the Registrant shall not be personally liable to the Registrant or its
shareholders for monetary damages for breach of the director's fiduciary duty.
However, it does not eliminate or limit the liability of a director for any of
the following: (1) a breach of the director's duty of loyalty to the Registrant
or its shareholders, (2) acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (3) a violation of Section
551(1) of the Michigan Business Corporation Act, or (4) a transaction from which
the director derived an improper personal benefit.
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Item 16. Exhibits
Exhibit
Number Description
5 Opinion of Counsel.
21 Subsidiaries of Michigan Financial Corporation.
23(a) Consent of Ernst & Young.
(b) Consent of Counsel (see Exhibit 5).
99(a) The Michigan Financial Corporation Dividend
Reinvestment Plan is set forth in full in the
Prospectus.
99(b) Authorization Card.
Item 17. Undertakings
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registrant Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
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 the Registrant 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 (a)(1)(i) and (a)(1)(ii) do not apply,
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
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Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference 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
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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each such filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the 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.
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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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Marquette and the State of Michigan, on April 30,
1996.
MICHIGAN FINANCIAL CORPORATION
By: /s/ Howard L. Cohodas
Howard L. Cohodas, President and
Principal Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Form S-3
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Howard L. Cohodas Chairman, President (Principal 4/30/96
Howard L. Cohodas Executive Officer) and Director
/s/ Kenneth F. Beck Senior Vice President (Principal 4/30/96
Kenneth F. Beck Financial and Accounting Officer)
Treasurer, Secretary and
Director
/s/ Willard M. Carne Director 4/30/96
Willard M. Carne
/s/ Willard L. Cohodas Director 4/30/96
Willard L. Cohodas
/s/ Alfred J. Angeli Director 4/30/96
Alfred J. Angeli
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Signature Title Date
/s/ Gary L. Butryn Director 4/30/96
Gary L. Butryn
/s/ Hugh C. Higley, Jr. Director 4/30/96
Hugh C. Higley, Jr.
/s/ David Holli Director 4/30/96
David Holli
/s/ Daniel H. Lori Director 4/30/96
Daniel H. Lori
_______________________ Director __/__/96
Clarence R. Fisher
/s/ Fred M. Saigh Director 4/30/96
Fred M. Saigh
/s/ James L. Smith Director 4/30/96
James L. Smith
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EXHIBITS
Exhibit Page
Number Description Number
5 Opinion of Counsel.
21 Subsidiaries of Michigan Financial
Corporation.
23(a) Consent of Ernst & Young.
(b) Consent of Counsel (see Exhibit 5).
99(a) The Michigan Financial Corporation
Dividend Reinvestment Plan is set
forth in full in the Prospectus.
99(b) Authorization Card.
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EXHIBIT 5
OPINION OF COUNSEL
May 6, 1996
Michigan Financial Corporation
101 W. Washington Street
Drawer #10
Marquette, MI 49855
Re: Registration Statement on Form S-3
Gentlemen:
In connection with the proposed registration of 50,000 shares of common
stock of Michigan Financial Corporation (the "Corporation") covered by the
above-captioned Registration Statement, we have examined the Corporation's
Articles of Incorporation, Bylaws and the Registration Statement to be filed
with the Securities and Exchange Commission pursuant to the Securities Act of
1933 on or about May 6, 1996.
Based upon such examination and upon examination of such other instruments
and records as we deem necessary, we are of the opinion that:
1. The Corporation has been duly incorporated under the laws of the State
of Michigan, and is validly existing and in good standing under the laws of that
state.
2. The 50,000 shares of common stock covered by this Registration
Statement have been legally authorized and when such shares have been duly
delivered against payment therefore as contemplated by the Michigan Financial
Corporation Dividend Reinvestment Plan, such shares will be legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
FOSTER, SWIFT, COLLINS & SMITH, P.C.
/S/ Matt G. Hrebec
Matt. G. Hrebec
MGH/cg/lk
EXHIBIT 21
SUBSIDIARIES OF MICHIGAN FINANCIAL CORPORATION
Wholly owned subsidiaries of Michigan Financial Corporation:
MFC First National Bank, Marquette
MFC First National Bank, Escanaba
MFC First National Bank, Menominee
MFC First National Bank, Ironwood
MFC First National Bank, Iron Mountain
MFC First National Bank, Iron River
MFC First National Bank, Houghton
Michigan Financial Life Insurance Company
EXHIBIT 23(a)
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-3) pertaining to the Michigan Financial Corporation Dividend Reinvestment Plan
and in the related Prospectus of our report dated January 19, 1996, with respect
to the consolidated financial statements of Michigan Financial Corporation,
member banks and insurance subsidiary incorporated by reference in the Michigan
Financial Corporation Annual Report (Form 10-K) for the year ended December 31,
1995.
ERNST & YOUNG LLP
Milwaukee, WI
May 3, 1996
EXHIBIT 99(b)
AUTHORIZATION CARD
MICHIGAN FINANCIAL AUTOMATIC DIVIDEND REINVESTMENT AND STOCK
CORPORATION PURCHASE PLAN AUTHORIZATION FORM.
Check one of the following boxes if you wish to participate in the
Michigan Financial Corporation Dividend Reinvestment and Optional Cash
Payment Plan:
[ ] FULL REINVESTMENT. Reinvest cash dividends on all shares I now own
or which I hereafter acquire.
[ ] PARTIAL REINVESTMENT. Reinvest cash dividends only on
_______________ shares.
Optional cash payments may be sent from time to time under either of the
above participation options within accordance of the Terms and Conditions
outlined in the plan brochure. ALL DIVIDENDS ON SHARES HELD IN THE PLAN
ARE AUTOMATICALLY REINVESTED.
- - --------------------- --------------------------------------------------
Taxpayer I.D. Number Sign exactly as name appears above. If shares are
jointly held, each shareholder must sign.
- - ---------------------
Date Please see reverse side
THIS IS NOT A PROXY
- - -------------------------------------------------------------------------------
AUTHORIZATION FOR DIVIDEND REINVESTMENT PLAN
FOR SHAREHOLDERS OF MICHIGAN FINANCIAL CORPORATION
TO: NORWEST BANK MINNESOTA, N.A.
I wish to participate in the Dividend Reinvestment Plan. I hereby appoint you as
my agent, subject to the Terms and Conditions of Dividend Reinvestment Plan set
forth in the accompanying brochure, and authorize Michigan Financial Corporation
to pay you, for my account, all cash dividends that may hereafter become payable
to me on my present and future holdings of Michigan Financial Corporation stock
in the account designated on the reverse side of this card.
I authorize you to apply all such dividends to the purchase of full and
fractional shares of Michigan Financial Corporation outstanding Common Stock.
This authorization is given with the understanding that I may terminate
participation in the Plan at any time pursuant to the Terms and Conditions.
PLEASE SIGN THIS AUTHORIZATION ON THE REVERSE
SIDE IF YOU WISH TO PARTICIPATE IN THE PLAN AT THIS TIME.
NO ACTION IS NECESSARY IF YOU DO NOT CHOOSE TO ENROLL IN THE PLAN AT THIS TIME.
