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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 2)
Name of the Issuer: First Independence Corporation
Name of Person(s) Filing Statement: First Independence Corporation
Donald Davis
Title of Class of Securities: Common Stock, Par Value $1.00
CUSIP Number of Class of Securities:
Name, Address, & Telephone Number of
Persons Authorized to Receive Notices Gerald Van Wyke
and Communications on Behalf of Person(s) 500 Woodward, Suite 3400
Filing Statement: Detroit, MI 48226
(313) 962-5909 (Telephone)
(313) 962-3125 (Fax)
This statement is filed in connection with (check the appropriate box):
a. /x/ The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. / / The filing of a registration statement under the Securities Act
of 1933.
c. / / A tender offer.
d. / / None of the above.
Check the following box if the soliciting materials or information
statement referred to in check box (a) are preliminary copies. / /
CALCULATION OF FILING FEE
Transaction
Valuation* Amount of Filing Fee**
------------------ ----------------------
$242,313.85 $48.49
* Based on an estimated aggregate of 482.745 resulting
fractional shares of Common Stock to be purchased times
$501.95 book value per resulting share based on book value of
Common Stock at December 31, 1999.
** Filing fee is calculated in accordance with Rule 0-11, at 1/50
of one percent of the transaction value, which is also
determined pursuant to that Rule. Previously filed
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/ / Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by
registration statement number, or the form or schedule and the
date of its filing.
Amount previously paid: N/A Filing party: N/A
Form or registration no: N/A Date filed: N/A
This Rule 13E-3 Transaction Statement ("Statement") relates to the
proposed one share for 60 share Reverse Stock Split ("Reverse Stock Split") by
the issuer pursuant to which each stockholder of First Independence Corporation
("Corporation") will receive one share of New Common Stock, par value $60.00 per
share, for each 60 shares of Common Stock of the Corporation owned by such
stockholders of record on April 14, 2000. No fractional shares of New Common
stock will be issued, so stockholders who own fewer than 60 shares of Common
Stock will not continue as stockholders of the Corporation. Instead, they along
with all other stockholders whose shares of Common Stock are not evenly
divisible by 60, will be paid an amount based on $10.50 per share of Common
Stock currently owned for each share that will not be converted into a
fractional share of the New Common Stock. The maximum amount of cash any
stockholder will receive is $619.50 (59 shares of current Common Stock x $10.50
per share).
The following Cross Reference Sheet is supplied pursuant to General
Introduction F to Schedule 13E-3 and shows the location in the Proxy Statement
of the information required to be included in the response to the items of this
Statement. The information in the Proxy Statement, a copy of which is attached
hereto as Exhibit (d), is hereby expressly incorporated herein by reference and
the responses to each item in this Statement are qualified in their entirety by
the information contained in the Proxy Statement. Capitalized terms used herein
and not otherwise defined shall have the meanings ascribed to such terms in the
Proxy Statement.
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CROSS REFERENCE SHEET
ITEM IN SCHEDULE 13E-3 LOCATION IN PROXY STATEMENT
Item 1(a) Cover Page and "General Information"
Item 1(b) Front Cover Page, "General
Information", "Summary --The
Transaction" at Page 9, "Description of
Common Stock" at Page 22
Item 1(c) and (d) "Summary -- The Transaction", at
Page 9; "Description of Common Stock",
at Page 22.
Item 1(e) Not applicable.
Item 1(f) "Interests of Management", at Page 14.
Item 2(a) -- (d) and (g) Cover Page; "Ownership of the
Corporation's Equity Securities" at
Page 3; "Nominees for Board of
Directors" at Pages 4-6;"Executive
Officers", at Page 7.
Item 2(e) and (f) Negative.
Item 3(a) Not Applicable.
Item 3(b) Not Applicable.
Item 4(a) and (b) Cover Page; "Summary" -- The
Transaction" at Page 9; "Reasons for
the Proposed Reverse Stock Split" at
Page 10; "Material Effects of the
Proposed Reverse Stock Split", at Pages
12-14; "Interests of Management", at
Page 14; "No Fractional Shares;
Determination of Fractional Price;
Opinion of Financial Advisor" at Pages
15-18; "Recommendation and
Considerations of the Board of
Directors and Mr. Davis", at Pages
18-21; "Funding the Reverse Stock
Split", at Page 22; "Financial
Information" at Pages 23-25; "Voting on
the Reverse Stock Split; Not
Conditioned Upon Approval of
Unaffiliated Stockholders", at Page 25;
"No Dissenter Rights", at Page 26;
"Resolutions to Effect the Reverse
Stock Split" at Pages 27-28.
Item 5(a) - (e) Not applicable.
Item 5(c) Not applicable.
Item 5(f) and (g) Cover Page; "Summary; -- "Reasons for the
Proposed Reverse Stock Split", at Page 11;
"Material Effects of the Proposed Reverse
Stock Split -- Reduction in Number of
Stockholders" at Page 12; "-- Termination of
Registration with Securities and Exchange
Commission", at Page 12.
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ITEM IN SCHEDULE 13E-3 LOCATION IN PROXY STATEMENT
Item 6(a) -- (b) "Funding the Reverse Stock Split" at
Page 22.
Item 6(c) -- (d) Not applicable.
Item 7(a) -- (d) Cover Page; "Summary -- Reasons for the
Transaction", " -- Effects of the
Transaction", at Page 9; "Reasons for
the Proposed Reverse Stock Split", at
Page 11; "Material Effects of the
Proposed Reverse Stock Split", at Pages
12-14; "Interests of Management", at
Page 14; "Recommendation and
Considerations of the Board of
Directors -- Alternative Forms of
Transactions" at Page 20;
"Recommendation and Considerations of
the Board of Directors and Mr. Davis --
Illiquid Market for Common Stock;
Recent Transactions", at Page 18;
"--Capital Requirements", "-- Financial
Reporting", "--Financial and Economic
Factors", "--Expense of Public
Company", "--Price of Redeemed
Fractional Interests", at Pages 20-21
"--The Financial Advisor's Opinion",
"--Voting by Dominant Shareholder", at
Page 19; "Financial Information", at
Pages 23-25; "Federal Income Tax
Consequences", at Page 26.
Item 8(a) and (b) "Summary--Reasons for the Transaction",
"--Fairness of the Price for Fractional
Interests", "--Board Recommendation",
at Page 10; "No Fractional Shares;
Determination of Fractional Interest
Price; Opinion of Financial Advisor",
"--Analysis of Comparable Publicly
Traded Companies", "Analysis of
Selected Acquisition Transactions",
"--Market Price Analysis",
"--Discounted Cash Flow Analysis", at
Pages 16-17; "Recommendation and
Considerations of the Board of
Directors and Mr. Davis", "--Illiquid
Market for Common Stock; Recent
Transactions", "Net Book Value",
Orderly Liquidation Value", "Going
Concern Values", "- -Financial
Advisor's Opinion", "-- Voting by
Dominant Shareholder", "--Alternative
Forms of Transaction","--Capital
Requirements", "--Financial and
Economic Factors", "--Expense of Public
Company", "--Price of Redeemed
Fractional Interests", at Pages 18-21.
Item 8(c) "Summary --Voting and Approval", "--No
Dissenters Rights", at Page 10;
"Interests of Management", at Page 14;
"Recommendation and Considerations of
the Board of Directors and Mr. Davis",
"--Voting by Dominant Shareholder", at
Page 19; "Voting on the Reverse Stock
Split; Not Conditioned Upon Approval of
Unaffiliated Stockholders", at Page 25.
Item 8(d),(e) "Summary-- "Board Recommendation", at
Page 10; Recommendation and
Considerations of the Board of
Directors --Voting by Dominant
Shareholder", at Page 19; "Voting on
the Reverse Stock Split; Not
Conditioned Upon Approval of
Unaffiliated Stockholders" at page 25.
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ITEM IN SCHEDULE 13E-3 LOCATION IN PROXY STATEMENT
Item 8(f) Not applicable.
Item 9 (a) -- (c) "Summary -- Fairness of the Price for
Fractional Interests", at Page 9; "No
Fractional Shares; Determination of
Fractional Share Price; Opinion of
Financial Advisor", at Page 15;
"Recommendation and Consideration of
the Board of Directors -- Financial
Advisor's Opinion", at Page 19.
Item 10(a) "Ownership of the Corporation's Equity
Securities", at Page 3; "Nominees for
Board of Directors", at Pages 4-6;
"Executive Officers", at Page 7;
"Reasons for the Proposed Reverse Stock
Split -- Purchase of Small
Stockholders' (under 60 shares) Common
Stock", at Page 11; "Material Effects
of the Proposed Reverse Stock Split --
Reduction in Number of Stockholders",
"--Reduction in the Number of Shares
Outstanding", "-- Increase in
Percentage of Common Stock held by
Continuing Stockholders; Decrease in
Book Value Per Share", "-- Continuing
Stockholder Rights", "--Effects of the
Transaction on Capital", at Pages
12-14; "--Interests of Management", at
Page 14; "Recommendation and
Considerations of the Board of
Directors -- Voting by Dominant
Shareholder", at Page 19.
Item 10(b) Not applicable.
Item 11 Not applicable.
Item 12(a) and (b) "Summary -- Board Recommendation",
"-- Voting and Approval", page 10;
"Interests of Management", at Page 14;
"Recommendation and Considerations of
the Board of Directors and Mr. Davis",
at Pages 18-22, "-- Voting by Dominant
Shareholder", at Page 19; "Voting on
the Reverse Stock Split; Not
Conditioned Upon Approval of
Unaffiliated Stockholders", at Page 25,
"No Dissenter Rights", at Page 26.
Item 13(a) "Summary -- No Dissenter Rights", at
Page 10; "No Dissenter Rights", at Page
26.
Item 13(b) Not applicable.
Item 13(c) Not applicable.
Items 14(a) "Financial Information", at Page 23;
Financial Statements of the Corporation
set forth in the 10-KSB for 1999 which
are incorporated into the Proxy
Statement by reference in accordance
with Item 13 of Schedule 14A and Note D
to Schedule 14A, and which accompany
the Proxy Statement.
Item 14(b) "Financial Information", at Page 23.
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ITEM IN SCHEDULE 13E-3 LOCATION IN PROXY STATEMENT
Item 15(a) and (b) Cover Page -- "General Information";
"Funding the Reverse Stock Split" at
Page 22.
Item 16 Copies of each of the Proxy Statement,
Letter to Stockholders and Notice of
Annual Meeting of Stockholders included
herewith as Exhibit (d).
Item 17 Included herewith as Exhibits.
[END OF CROSS REFERENCE SHEET]
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION
(a) The information set forth on the Front Cover Page and "General
Information" of the Proxy Statement is incorporated herein by reference.
(b) The information set forth on the Cover Page, "General
Information", Page 1; "Reverse Stock Split -- 1 Share for 60 Shares", at Page 9
of the Proxy Statement is incorporated herein by reference.
(c) and (d) The information set forth in "Summary -- The Transaction",
at Page 9; "Description of Common Stock", at Page 22 of the Proxy Statement is
incorporated herein by reference.
(e) Not applicable.
(f) The information set forth in "Interests of Management", at
Page 14 of the Proxy Statement is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)--(d) and (g) The information set forth on "Cover Page; "Ownership
of the Corporation's Equity Securities" at Page 3; "Nominees for Board of
Directors" at Pages 4-6;"Executive Officers", at Pages 7-8 of the Proxy
Statement is incorporated herein by reference.
(e) and (f) During the last five years, neither the Issuer, nor to the
best of its knowledge, any of the officers, directors, or control persons (i)
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) was a party to a civil proceeding or a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining further
violations of, or prohibiting activities subject to, federal or state securities
laws or finding any violation of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) Not applicable.
(b) Not applicable.
ITEM 4. TERMS OF THE TRANSACTION.
(a) and (b) The information set forth on the Cover Page; "Summary" --
The Transaction" at Page 9; "Reasons for the Proposed Reverse Stock Split" at
Page 9; "Material Effects of the Proposed Reverse Stock Split", at Pages 12-14;
"Interests of Management", at Page 14; "No Fractional Shares; Determination of
Fractional Price; Opinion of Financial Advisor", at Pages 15-18; "Recommendation
and Considerations of the Board of Directors and Mr. Davis", at Pages 18-21;
"Funding the Reverse Stock Split", at Page 22; "Financial Information", at Pages
23-25; "Voting on the Reverse Stock Split; Not Conditioned Upon Approval of
Unaffiliated Stockholders", at Page 25; "No Dissenter Rights", at Page 26;
"Resolutions to Effect the Reverse Stock Split" at Pages 27-28 of the Proxy
Statement is incorporated herein by reference.
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ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)--(e) Not applicable.
(f) and (g) The information set forth on the Cover Page; etc. Cover
Page; "Summary; -- "Reasons for the Proposed Reverse Stock Split", at Page 10;
"Material Effects of the Proposed Reverse Stock Split -- Reduction in Number of
Stockholders" at Page 11; "-- Termination of Registration with Securities and
Exchange Commission", at Page 11 of the Proxy Statement is incorporated herein
by reference.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a)--(b) The information set forth in "Funding the Reverse Stock
Split", at Page 22 of the Proxy Statement is incorporated herein by reference.
(c)--(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)--(d) The information set forth on Cover Page; "Summary -- Reasons
for the Transaction", " -- Effects of the Transaction", at Page 9; "Reasons for
the Proposed Reverse Stock Split", at Page 11; "Material Effects of the Proposed
Reverse Stock Split", at Pages 12-14; "Interests of Management", at Page 14;
"Recommendation and Considerations of the Board of Directors -- Alternative
Forms of Transactions" at Page 20; "Recommendation and Considerations of the
Board of Directors and Mr. Davis -Illiquid Market for Common Stock; Recent
Transactions", "-Net book Value; Orderly Liquidation Value", "-- Going Concern
Values", "--Capital Requirements", "-- Financial Reporting", "--Financial and
Economic Factors", "--Expense of Public Company", "--Price of Redeemed
Fractional Interests", "-Financial Advisor's Opinion", "--Voting by Dominant
Shareholder", at Pages 18-22; "Financial Information", at Pages 23-25; "Federal
Income Tax Consequences", at Page 26 of the Proxy Statement is incorporated
herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)--(b) The information set forth in "Summary--Reasons for the
Transaction", "--Fairness of the Price for Fractional Interests", "--Board
Recommendation", at Page 9; "No Fractional Shares; Determination of Fractional
Interest Price; Opinion of Financial Advisor", "--Discounted Cash Flow
Analysis", "--Analysis of Comparable Publicly Traded Companies", "Analysis of
Selected Acquisition Transactions", "--Market Price Analysis", at Pages 15-18;
"Recommendation and Considerations of the Board of Directors and Mr. Davis",
"--Alternative Forms of Transaction; Recent Transactions", "--Net Book value;
Orderly Liquidation Value", "--Going Concern Values", "--Illiquid Market for
Common Stock", "--Capital Requirements", "--Financial and Economic Factors",
"--Expense of Public Company", "--Price of Redeemed Fractional Interests",
"--Financial Advisor's Opinion", "--Voting by Dominant Shareholder"; at Pages
18-21 of the Proxy Statement is incorporated herein by reference.
(c) The information set forth in "Summary --Voting and Approval",
"--No Dissenters' Rights", at Page 10; "Interests of Management", at Page 14;
"Recommendation and Considerations of the Board of Directors and Mr. Davis", "--
Voting by Dominant Shareholder", at Page 19; "Voting on the Reverse Stock Split;
Not Conditioned Upon Approval of Unaffiliated Stockholders", at Page 25 of the
Proxy Statement is incorporated herein by reference.
(d)--(e) The information set forth in "Summary-- Recommendation of the
Board", at Page 9; Recommendation and Considerations of the Board of Directors
- --Voting by Dominant Shareholder", at Page 19 of the Proxy Statement is
incorporated herein by reference.
(f) Not applicable.
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ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)--(c) The information set forth in "Summary -- Fairness of the Price
for Fractional Interests", at Page 9; "No Fractional Shares; Determination of
Fractional Share Price; Opinion of Financial Advisor", at Page 15;
"Recommendation and Consideration of the Board of Directors -- Financial
Advisor's Opinion", at Page 19.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth in "Ownership of the Corporation's
Equity Securities", at Page 3; "Nominees for Board of Directors", at Pages 4-6;
"Executive Officers", at Page 7-8; "Reasons for the Proposed Reverse Stock Split
- -- Purchase of Small Stockholders" (under 60 shares) Common Stock", at Page 11;
"Material Effects of the Proposed Reverse Stock Split -- Reduction in Number of
Stockholders", "--Reduction in the Number of Shares Outstanding", "--Increase in
Percentage of Common Stock held by Continuing Stockholders; Decrease at Book
Value Per Share", "--Continuing Stockholder Rights", "-Preferred Stockholder
Rights", "--Effects of the Transaction on Capital", at Pages 12-14; "Interests
of Management", at Page 14; "Recommendation and Considerations of the Board of
Directors -- Voting by Dominant Shareholder", at Page 19 of the Proxy Statement
is incorporated herein by reference.
(b) Not applicable.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
Not applicable.
ITEM 12. PRESENT INTENTION AND RECOMMENDATIONS OF CERTAIN PERSONS WITH
REGARD TO THE TRANSACTION.
(a) and (b) The information set forth in "Summary -- Board
Recommendation", "-- Voting and Approval", pages 9-10; "Interests of
Management", at Page 14; "Recommendation and Considerations of the Board of
Directors and Mr. Davis", at Pages 18-22, "-- Voting by Dominant Shareholder",
at Page 19; "Voting on the Reverse Stock Split; Not Conditioned Upon Approval of
Unaffiliated Stockholders", at Page 25, "No Dissenter Rights", at Page 26 of the
Proxy Statement is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in "Summary -- No Dissenters'
Rights", at Page 10 and "No Dissenter Rights", at Page 28, of the Proxy
Statement is incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
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ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in "Financial Information", at Page
23; Financial Statements of the Corporation set forth in the 10-KSB for 1999,
which is incorporated into the Proxy Statement by reference in accordance with
Item 13 of Schedule 14A and Note D to Schedule 14A, and which accompany the
Proxy Statement is incorporated herein by reference.
(b) The information set forth in "Financial Information", at Page
23 of the Proxy Statement is incorporated herein by reference.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) and (b) The information set forth in Cover Page -- "General
Information"; "Funding the Reverse Stock Split" at Page 22 of the Proxy
Statement is incorporated herein by reference.
ITEM 16. ADDITIONAL INFORMATION.
Additional information concerning the proposed transaction is set forth
in each of the Proxy Statement, Letter to Stockholders and Notice of Annual
Meeting of Stockholders which are attached hereto as Exhibit (d).
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) Not applicable.
(b)(1) Fairness Opinion, dated as of April 14, 2000 delivered by
First of Michigan Corporation, incorporated by reference to Exhibit A to the
Proxy Statement, which was filed as Exhibit (d) to this Amendment No. 2 to this
Schedule 13E-3.
(b)(2) Consent of Accountants
(c) Not applicable.
(d) Copies of each of the Proxy Statement of the Company, Letter
to Stockholders, and Notice of Annual Meeting of Stockholders (filed as Exhibit
(d) to this Amendment No. 2 to this Schedule 13E-3).
(e) Not applicable.
(f) Not applicable.
After due inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: April 21, 2000
FIRST INDEPENDENCE CORPORATION
By: /s/ Donald Davis /s/ Donald Davis
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Donald Davis Donald Davis, Individually
Title: Chairman
By: /s/ William Fuller
---------------------------
William Fuller
Title: President
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Exhibit Index
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Exhibit No. Description
- ----------- -----------
99.6.2 Consent of Independent Accountants
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EXHIBIT (b)(2)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Schedule 13E-3
pursuant to Section 13(e) of the Securities Exchange Act of 1934 of our Report
of Independent Auditors dated February 25, 2000 which appears in First
Independence Corporation's Annual Report on Form-10KSB for the year ended
December 31, 1999.
/s/ Crowe, Chizek and Company LLP
---------------------------------
Crowe, Chizek and Company LLP
Grand Rapids, Michigan
April 19, 2000
