AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 23, 1997
REGISTRATION NO. ___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
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
(Address of Principal executive offices) (Zip Code)
MICHIGAN FINANCIAL CORPORATION
EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN
(Full title of the plan)
KENNETH F. BECK, SENIOR VICE PRESIDENT
101 W. WASHINGTON STREET
MARQUETTE, MI 49855
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
906/228-6940
<TABLE>
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CALCULATION OF REGISTRATION FEE
===============================================================================================
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 100,000 Sh (1)(2) $23.875* $2,387,500* $723.48*
- -----------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(2) Subject to adjustment for stock splits and similar events.
*The registration fee has been calculated pursuant to Rule 457(h), based on the
average of the high and low prices of the shares on July 17, 1997 as reported
on the Nasdaq National Market.
PART I
Information Required In the Section 10(a) Prospectus
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
*The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "SEC") under the
Securities Act of 1933, as amended (the "Securities Act"). Such document(s) are
not being filed with the SEC, but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
Information Required In the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents filed by Michigan Financial Corporation (the
"Company") and the Michigan Financial Corporation Employee Savings and Stock
Ownership Plan (the "Plan") with the SEC are incorporated in and made a part of
this Registration Statement by reference, except to the extent that any
statement of information therein is modified, superseded or replaced by a
statement or information contained in any other subsequently filed document
incorporated herein by reference:
(a) The Company's and the Plan's latest annual reports filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and, in the case
of the Company, the latest prospectus filed pursuant to Rule
424(b) under the Securities Act, which contains audited
financial statements for the Company's latest fiscal year for
which such statements have been filed or the Company's
effective registration statement on Form 10 or 20F filed under
the Exchange Act containing audited financial statements for
the Company's last fiscal year.
(b) All other reports, by the Company or the Plan filed pursuant
to Section 13(a) or 15(d) of the Exchange Act since the end of
the fiscal year covered by the registration document referred
to in (a) above.
(c) If the class of securities to be offered is registered under
Section 12 of the Exchange Act, the description of that class
of securities which is contained in a registration statement
filed under the Exchange Act, including any amendment or
report filed for the purpose of updating that description.
All reports and other documents subsequently filed by the Company or
the Plan pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. 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(l) of the Michigan Business Corporation Act, or (4) a transaction from which
the director derived an improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibits to this Registration Statement are listed in the Exhibit
Index of this Registration Statement, which Index is incorporated herein by
reference.
Item 9. Undertakings.
A. 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
the Securities Act.
(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 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 (A)(1)(i) and (A)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in the periodic reports filed by the Registrant pursuant
to Section 13 or 15(d) of the Exchange Act, as amended, that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, as amended, (and, where applicable, each filing of the Plan's
annual report pursuant to Section 15(d) of the Exchange Act, as amended) 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.
C. The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
D. Insofar as indemnification for liabilities arising under the
Securities Act, may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Marquette, State of
Michigan, on July 21, 1997.
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, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
- --------- ----- ----
/s/ Howard L. Cohodas Chairman, President 7/21/97
- ----------------------------- (Principal Executive
Howard L. Cohodas Officer) and Director
/s/ Kenneth F. Beck Senior Vice President 7/21/97
- ----------------------------- (Principal Financial
Kenneth F. Beck and Accounting Officer)
Treasurer, Secretary
and Director
/s/ Alfred J. Angeli Director 7/21/97
- -----------------------------
Alfred J. Angeli
/s/ Gary L. Butryn Director 7/21/97
- -----------------------------
Gary L. Butryn
/s/ Willard M. Carne Director 7/21/97
- -----------------------------
Willard M. Carne
/s/ Willard L. Cohodas Director 7/21/97
- -----------------------------
Willard L. Cohodas
/s/ Clarence R. Fisher Director 7/21/97
- -----------------------------
Clarence R. Fisher
/s/ Hugh C. Higley, Jr. Director 7/21/97
- -----------------------------
Hugh C. Higley, Jr.
/s/ David Holli Director 7/21/97
- -----------------------------
David Holli
/s/ Daniel H. Lori Director 7/21/97
- -----------------------------
Daniel H. Lori
/s/ Wayne Nasi Director 7/21/97
- -----------------------------
Wayne Nasi
/s/ Fred M. Saigh Director 7/21/97
- -----------------------------
Fred M. Saigh
Director / /97
- -----------------------------
James L. Smith
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustee and plan administrator of the employee benefit plan have duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Marquette, State of Michigan, on July
21, 1997.
MICHIGAN FINANCIAL CORPORATION
KSOP COMMITTEE
PLAN ADMINISTRATOR
By: /s/ Kenneth F. Beck
-----------------------------------------
Kenneth F. Beck
for the Committee
MFC FIRST NATIONAL BANK, MARQUETTE
PLAN TRUSTEE
By: /s/ Ronald P. Maki
-----------------------------------------
Ronald P. Maki
Its: Senior Vice President
----------------------------
and Trust Officer
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Page
------ ----
4 The Michigan Financial Corporation Employee
Savings and Stock Ownership Plan. Previously filed *
as an exhibit to the registrant's Form S-8 filed November
29, 1994 (Registration No. 33-86882). Here incorporated
by reference.
5 Internal Revenue Service determination letter. 9
23.1 Consent of Ernst & Young LLP 11
23.2 Consent of Crowe, Chizek and Company LLP 12
- -------------------------
* This exhibit is filed by incorporation by reference to a prior filing.
MICHIGAN FINANCIAL CORPORATION
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P. O. BOX 2508
CINCINNATI, OH 45201
Date: MAY 05, 1995 Employer Identification Number:
38-2011532
File Folder Number:
MICHIGAN FINANCIAL CORPORATION 380015068
C/O STEPHEN J. LOWNEY Person to Contact:
FOSTER, SWIFT, COLLINS & SMITH, PC CATHERINE WAITE
313 SOUTH WASHINGTON SQUARE Contact Telephone Number:
LANSING, MI 48933-2193 (513) 684-3079
Plan Name:
EMPLOYEE SAVINGS AND
STOCK OWNERSHIP PLAN
Plan Number: 002
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal or
local statutes.
This determination letter is applicable for the amendment(s) adopted on
November 21, 1994.
This plan is an employee stock ownership plan with a cash or deferred
arrangement described in Code Section 401(k).
This plan satisfies the requirements of Code Section 4975(e)(7).
This plan has been mandatorily disaggregated, permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount requirement of
section 1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based
safe harbor described in the regulations.
This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise specified
in this letter.
MICHIGAN FINANCIAL CORPORATION
This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a)(4)-4(b) of the regulations with respect to
those benefits, rights and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's coverage
group consists of those employees treated as currently benefiting for purposes
of demonstrating that the plan satisfies the minimum coverage requirements of
section 410(b) of the Code.
This plan also satisfies the requirements of section 1.401(a)(4)-4(b)
of the regulations with respect to the specific benefits, rights, or features
for which you have provided information.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
We have sent a copy of this letter to your representative as indicated
in the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
/s/ C. ASHLEY BULLARD
C. Ashley Bullard
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 pertaining to the Michigan Financial Corporation Employee
Savings and Stock Ownership Plan 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 Annual report (10-K) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission on July 23, 1997.
Milwaukee, Wisconsin
July 23, 1997
/s/ Ernst & Young LLP
Ernst & Young LLP
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement of Michigan Financial Corporation on Form S-8 to be filed on July 23,
1997, with respect to the Michigan Financial Corporation Employee Savings and
Stock Ownership Plan, of our report dated January 16, 1997 on the 1996
consolidated financial statements of Michigan Financial Corporation, which
report is included in the 1996 Annual Report on Form 10-K of Michigan Financial
Corporation.
/s/ Crowe, Chizek and Company LLP
Crowe, Chizek and Company LLP
Grand Rapids, Michigan
July 23, 1997
