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] No fee required
[ ] 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:
<PAGE>
[LOGO] MICHIGAN FINANCIAL CORPORATION
101 WEST WASHINGTON STREET
MARQUETTE, MICHIGAN 49855
March 22, 1999
To the Stockholders:
The 1999 Annual Meeting of Stockholders will be held at the Holiday Inn, U.S.
Highway 41 West, Marquette, Michigan, on Tuesday, April 27, 1999 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 1998 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
PROMPTLY EXERCISE YOUR PROXY. AS AN ALTERNATIVE TO RETURNING YOUR PROXY CARD BY
MAIL, THIS YEAR FOR THE FIRST TIME YOU MAY EXERCISE YOUR PROXY BY TELEPHONE OR
OVER THE INTERNET. PLEASE REFER TO THE ENCLOSED CARD FOR SPECIFIC INSTRUCTIONS.
Sincerely yours,
/s/ HOWARD L. COHODAS
HOWARD L. COHODAS
CHAIRMAN
<PAGE>
[LOGO] MICHIGAN FINANCIAL CORPORATION
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 at the Holiday Inn, U.S. Highway 41 West, Marquette, Michigan, on Tuesday,
April 27, 1999 at 1:30 p.m., local time, for the following purposes:
1. To elect fourteen (14) 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, 1999 are entitled to notice of and to vote at
the meeting or any adjournment thereof. Stockholders are encouraged to promptly
exercise their proxy.
By Order of the Board of Directors
/s/ KENNETH F. BECK
KENNETH F. BECK
SECRETARY
March 22, 1999
<PAGE>
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 at the Holiday Inn,
U.S. Highway 41 West, Marquette, Michigan, on Tuesday, April 27, 1999, at
1:30 p.m., local time, and any adjournment thereof .
This Proxy Statement has been mailed on or about March 22, 1999, 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 subsidiary 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, 1999, 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 6,173,268 shares of common stock of the Corporation
outstanding as of March 1, 1999. Each outstanding share will entitle the holder
thereof to one vote on each separate matter presented for vote at the meeting.
If the enclosed proxy is exercised, 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 fourteen (14) 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 48 Chairman, Angeli Foods Company 1992
Kenneth F. Beck 61 Senior Vice President, Treasurer, and Secretary; 1986
Michigan Financial Corporation
Gary L. Butryn 52 Vice President -- Operations, Mead Paper Division, 1991
Mead Corporation
Willard M. Carne 66 Owner, Carne's Amoco Service 1985
Howard L. Cohodas 54 Chairman and President, Michigan Financial 1974
Corporation
Willard L. Cohodas 84 Executive Vice President, Cohodas Bros. Co. of 1972
Michigan, Real Estate and Investments
</TABLE>
1
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE PRINCIPAL OCCUPATION SINCE
- --------------------- ----- --------------------------------------------------- ---------
<S> <C> <C> <C>
Clarence R. Fisher 59 President and Chief Executive Officer, Upper 1994
Peninsula Power Company
Hugh C. Higley, Jr. 53 Senior Vice President, Interstate Welding Sales 1987
Corporation
David Holli 61 President, Holli Forest Products, Inc. 1988
Daniel H. Lori 52 Owner, D N Lori Associates, Inc. Office Equipment 1991
Sales and Services
Wayne Nasi 50 President, Wayne Nasi Construction Co., Inc. 1997
Fred M. Saigh 78 Chairman, First National Underwriters, Inc. 1986
James L. Smith 59 President, MFC First National Bank, Escanaba 1980
William C. Verrette 59 Chairman and President, Champion, Inc., 1998
Construction, Ready Mix Concrete Production, and
Equipment Supply and Distribution
</TABLE>
For the previous five years, all nominees 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 subsidiary bank during the previous
five years.
Willard L. Cohodas is an uncle of Howard L. Cohodas.
The Board of Directors held four regularly scheduled meetings in 1998. Each
director attended 75% or more of the total number of meetings held during 1998
by the Board of Directors or committees thereof on which the director served,
except for Mr. Angeli, who attended 67% of the meetings.
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 Carne, Fisher, Holli, Nasi, and Verrette. This Committee held four
meetings in 1998. 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, Fisher,
Higley, and Holli, which performs functions similar to those of a Compensation
Committee. This Committee held two meetings in 1998. 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.
2
<PAGE>
MANAGEMENT REMUNERATION AND TRANSACTIONS
REMUNERATION
The following table sets forth compensation for the three years ended December
31, 1998 of the chief executive officer and of each executive officer whose
total remuneration exceeded $100,000, paid or expensed by the Corporation or its
subsidiaries, during calendar year 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
------------------- -------------------
SECURITIES UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) OPTIONS #(2) COMPENSATION(3)
- ----------------------------------- ------ ------------------------ ---------------------- ----------------
<S> <C> <C> <C> <C> <C>
Howard L. Cohodas 1998 $199,285 $77,056 8,400 $3,563
Chief Executive Officer 1997 190,192 71,366 0 3,069
1996 181,138 67,602 8,820 2,067
Kenneth F. Beck 1998 109,831 42,535 5,250 3,497
Chief Financial Officer 1997 104,969 39,625 0 3,069
1996 100,755 38,723 5,513 2,419
Ward L. Rantala 1998 85,369 32,912 4,200 2,606
Vice President -- Human Resources 1997 81,223 30,443 0 2,322
1996 76,823 29,360 4,410 1,761
</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 6.
(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, 1998. 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
NUMBER OF VALUE AT ASSUMED ANNUAL
SECURITIES RATES OF STOCK PRICE
UNDERLYING PERCENT OF TOTAL APPRECIATION FOR
OPTIONS OPTIONS GRANTED OPTION TERM
GRANTED TO EMPLOYEES EXERCISE PRICE EXPIRATION ----------------------------
NAME # IN FISCAL YEAR PER SHARE DATE 5% 10%
- ------------------- ------------ ----------------- ---------------- ------------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Howard L. Cohodas 8,400 16.7% $ 27.14 January 23, 2008 $143,373 $363,335
Kenneth F. Beck 5,250 10.4 27.14 January 23, 2008 89,608 227,084
Ward L. Rantala 4,200 8.3 27.14 January 23, 2008 71,686 181,668
</TABLE>
3
<PAGE>
The following table presents information about option exercises by the named
executive officers for the year ended December 31, 1998 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 17,640 17,220 $223,852 $171,578
Kenneth F. Beck N/A N/A 11,026 10,763 139,920 107,243
Ward L. Rantala N/A N/A 8,820 8,610 111,926 85,789
</TABLE>
PENSION PLAN
The Corporation has a qualified defined benefit pension plan covering all
corporate and subsidiary 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 1999 in specified remuneration and years-of-service classifications. At
December 31, 1998 Mr. H. Cohodas had 28 years of service under the plan, Mr.
Beck 20 years, and Mr. Rantala 28 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>
$100,000 $26,901 $35,868 $44,834 $53,801
150,000 41,901 55,868 69,834 83,801
200,000 and over 44,901 59,868 74,834 89,801
</TABLE>
4
<PAGE>
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:
o 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.
o THE CORPORATION PAYS FOR RELATIVE SUSTAINED PERFORMANCE.
Executive officers are rewarded based upon corporate performance, subsidiary
bank performance and individual performance. Corporate performance and
subsidiary 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.
o 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.
o 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, Mr. Beck, and Mr. Rantala) up to 30% of an executive's base salary, to
be paid out over a three year measurement period. In years prior to 1998, a
maximum of 40% of an executive's base salary could be awarded. Up to 20% may be
earned during the first year of the period and up to 5% in each of the next two
years. In years prior to 1998, the respective amounts could have been up to 20%
and 10%. 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.
5
<PAGE>
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.
By the Personnel Committee: Gary L. Butryn, Chairman, Clarence R. Fisher, Hugh
C. Higley, Jr., David Holli.
REMUNERATION OF DIRECTORS
Directors of the Corporation who are not employees of the Corporation or its
subsidiaries are paid $750 quarterly plus $925 per meeting of the Board of
Directors attended and $325 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 subsidiary banks in the ordinary course of business
during 1998. 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 collectibility or present other unfavorable features.
6
<PAGE>
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, 1998. The graph
assumes that the value of an investment in MFC and each index was $100 at
January 1, 1994 and that all dividends were reinvested on a quarterly basis.
[GRAPH]
(1)The Media General Index is compiled by Media General Financial Services, a
financial data publisher. The index is composed of 68 Nasdaq banks and bank
holding companies located in the East North Central Region.
COMPARISON OF CUMULATIVE TOTAL RETURN OF
COMPANY, INDUSTRY INDEX AND BROAD MARKET
<TABLE>
FISCAL YEAR ENDING
-------------------------------------------------------------------------------
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
MFC 100 140.73 215.61 187.40 268.87 310.74
- --------------------------------- ---- ------ ------ ------ ------ ------
INDUSTRY INDEX (MEDIA GENERAL) 100 99.02 144.12 192.54 328.65 364.62
- --------------------------------- ---- ------ ------ ------ ------ ------
BROAD MARKET (NASDAQ) 100 104.99 136.18 169.23 207.00 291.96
</TABLE>
7
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of March 1, 1999 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 236,864 1,190,324(1) 1,427,188 23.1%
Marquette, Michigan
MFC First National Bank 520,542 473,912 994,454(2) 16.1
Marquette, Michigan
Willard L. and Lois W. 920,982(3) 920,982 14.9
(wife) Cohodas
Marquette, Michigan
Lawrence C. Frank 228,292 657,649(4) 885,941 14.4
Yakima, Washington
Paul E. Oberman 20,176 467,261(5) 487,437 7.9
Englewood, Colorado
Sylvia Cohodas 462,785(6) 462,785 7.5
Longboat Key, Florida
</TABLE>
- ------------------
NOTE-THE ACTUAL TOTAL NUMBER OF SHARES OVER WHICH THE PERSONS NAMED IN THE
ABOVE TABLE HAVE VOTING AND/OR INVESTMENT POWER IS 3,137,400, WHICH
REPRESENTS 50.8% OF THE TOTAL OUTSTANDING SHARES; OF THIS TOTAL, COHODAS
FAMILY MEMBERS NAMED IN THE TABLE HAVE VOTING AND/OR INVESTMENT POWER OVER
2,146,275 SHARES OR 34.8% OF THE TOTAL OUTSTANDING SHARES.
(1) Includes 424,571 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 456,418 shares with sole voting power
pursuant to a voting agreement under (6) below.
(2) Consists of 184,014 shares under the MFC Employee Savings and Stock
Ownership Plan, 154,155 shares held for one member of the Cohodas family not
shown in the table above, and 656,285 shares held by trusts or in similar
accounts for 232 customers other than members of the Cohodas family.
(3) Includes 266,691 shares owned but included in a voting agreement under (5)
below and 424,571 shares with shared voting power included in a voting
agreement with Howard L. Cohodas of Marquette, Michigan and Lawrence C.
Frank of Yakima, Washington.
(4) Includes 424,571 shares with shared voting power included in a voting
agreement with Howard L. Cohodas and Willard L. Cohodas of Marquette,
Michigan.
(5) Consists exclusively of 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 456,418 shares owned but included in a voting agreement with
Howard L. Cohodas of Marquette, Michigan and 6,367 shares included in a
voting agreement between Howard L. Cohodas and Willard L. Cohodas of
Marquette, Michigan, and Lawrence C. Frank of Yakima, Washington.
8
<PAGE>
The following table sets forth certain information as of March 1, 1999 as to the
common stock, no par value, of the Corporation owned beneficially by each
nominee, the named executive officers, and by all nominees and named 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 POWER(1) POWER OWNED OF CLASS
- ----------------------- ------------- ------------------ -------------- ---------
<S> <C> <C> <C> <C>
Alfred J. Angeli 6,232 1,396 7,628 *
Kenneth F. Beck 15,295 12,100 27,395 *
Gary L. Butryn 220 661 881 *
Willard M. Carne 257 17,075 17,332 *
Howard L. Cohodas 236,864 1,190,324(2) 1,427,188 23.1%
Willard L. Cohodas 920,982(3) 920,982 14.9%
Clarence R. Fisher 692 1,544 2,236 *
Hugh C. Higley, Jr. 1,426 1,426 *
David Holli 2,485 1,211 3,696 *
Daniel H. Lori 7,785 7,785 *
Wayne Nasi 220 1,882 2,102 *
Ward L. Rantala 2,576 855 3,431 *
Fred M. Saigh 24,529 24,529 *
James L. Smith 2,954 1,347 4,301 *
William C. Verrette 1,890 1,890 *
All Directors and
Executive Officers as
a Group (15 persons) 269,221 1,470,057 1,739,278 28.2%
</TABLE>
- ------------------
(1) Includes shares vested in the Employee Savings and Stock Ownership Plan for
participating employees.
(2) See note 1 on page 8 for additional information regarding the share
ownership of Mr. H. Cohodas.
(3) See note 3 on page 8 for additional information regarding the share
ownership of Mr. W. Cohodas.
*Less than 1% of the class outstanding.
SECTION 16 (a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under federal securities law, the Corporation's directors, certain officers, and
persons holding more than ten percent of the Corporation's common stock are
required to report, within specified monthly and annual due dates, their initial
ownership of the Corporation's common stock and all subsequent acquisitions,
dispositions or other transfers of interest in such securities, if and to the
extent reportable events occur which require reporting by such due dates. The
Corporation is required to describe in this proxy statement whether it has
knowledge that any person required to file such a report may have failed to do
so in a timely manner. In this regard, all of the Corporation's directors, all
officers subject to the reporting requirements and each beneficial owner of more
than ten percent of the Corporation's common stock satisfied such filing
requirements in full. The foregoing is based upon reports furnished to the
Corporation and written representations and information provided to the
Corporation by the persons required to make such filings.
9
<PAGE>
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
The Board of Directors of the Corporation appointed the firm of Crowe, Chizek
and Company, certified public accountants, as auditors for the Corporation and
its subsidiaries for 1998. As of this date, auditors have not yet been appointed
for 1999. The Audit Committee has not completed its review of audit costs for
1998 and has not recommended auditors for 1999 to the Board of Directors.
A representative of Crowe, Chizek and Company 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 2000 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, 1999 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, 1999
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[LOGO] MICHIGAN FINANCIAL CORPORATION
Dear Stockholder:
On the reverse side of this card are instructions on how to vote your
Michigan Financial Corporation shares for the first time by telephone or over
the Internet. Please consider voting by telephone or over the Internet. Your
vote is recorded as if you mailed in your proxy card. We believe voting this
way is convenient and efficient.
Thank you for your attention to these matters.
MICHIGAN FINANCIAL CORPORATION
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[LOGO]
MICHIGAN FINANCIAL CORPORATION
101 WEST WASHINGTON STREET
MARQUETTE, MICHIGAN 49855
PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR USE AT THE ANNUAL
MEETING ON APRIL 27, 1999.
The shares of stock held on record by you on March 1, 1999 will be voted as
you specify on the reverse.
By signing the proxy, you revoke all prior proxies and appoint James F.
Duranceau, Ronald P. Maki, and Linda Olgren, and each of them, with full
power of substitution, to vote your shares on the matters shown on the
reverse side and any other matters which may come before the Annual Meeting
and all adjournments.
SEE REVERSE FOR VOTING INSTRUCTIONS.
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COMPANY #
CONTROL #
THERE ARE THREE WAYS TO VOTE YOUR PROXY
YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR
SHARES IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY
CARD.
VOTE BY PHONE -- TOLL FREE -- 1-800-240-6326 -- QUICK * * * EASY * * * IMMEDIATE
* Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a
week.
* You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which are located above.
* Follow the simple instructions the Voice provides you.
VOTE BY INTERNET -- HTTP://WWW.EPROXY.COM/MFCB/ -- QUICK * * * EASY * * *
IMMEDIATE
* Use the Internet to vote your proxy 24 hours a day, 7 days a week.
* You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which are located above to obtain your records and create an
electronic ballot.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid
envelope we've provided or return it to Michigan Financial Corporation, c/o
Shareowner Services(SM), P.O. Box 64873, St. Paul, MN 55164-0873.
IF YOU VOTE BY PHONE OR INTERNET, PLEASE DO NOT MAIL YOUR PROXY CARD
PLEASE DETACH HERE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEM 1.
1. Election of directors:
01 A. Angeli 06 W. Cohodas 11 W. Nasi
02 K. Beck 07 C. Fisher 12 F. Saigh
03 G. Butryn 08 H. Higley, Jr. 13 J. Smith
04 W. Carne 09 D. Holli 14 W. Verrette
05 H. Cohodas 10 D. Lori
[ ] Vote FOR [ ] Vote WITHHELD
all nominees from all nominees
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDICATED NOMINEE,
WRITE THE NUMBER(S) OF THE NOMINEE(S) IN THE BOX PROVIDED TO THE RIGHT.)
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2. The Proxies are also 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.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION
IS GIVEN, WILL BE VOTED FOR THE PROPOSAL.
Address Change? Mark Box [ ]
Indicate changes below:
Date _____________________
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Signature(s) in Box
Please sign exactly as your
name(s) appear on Proxy. If
held in joint tenancy, all
persons must sign. Trustees,
administrators, etc., should
include title and authority.
Corporations should provide
full name or corporation and
title of authorized officer
signing the proxy.
