REGISTRATION NO.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________
FORM S-3
REGISTRATION STATEMENT
under the Securities Act of 1933
FIRSTBANK CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 38-2633910
(State of incorporation) (I.R.S. Employer Identification No.)
311 Woodworth Avenue
Alma, Michigan 48801
(517) 463-3131
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Mary D. Deci WITH Gordon R. Lewis
Vice President, Secretary and Treasurer COPY Warner Norcross & Judd LLP
Firstbank Corporation TO: 900 Old Kent Building
311 Woodworth Avenue 111 Lyon Street, N.W.
Alma, Michigan 48801 Grand Rapids, Michigan 49503-2489
(517) 463-3131 (616) 752-2752
(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 pur-
suant to dividend or interest reinvestment plans, 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, check, the following box.
Calculation of Registration Fee
Proposed Proposed
maximum maximum
Title of each Amount offering aggregate Amount
class of securities to be price offering of regis-
to be registered registered per unit(3) price(3) tration fee
Common Stock 100,000 shares(1) $24.875(2) $2,487,500(2) $857.76
[FN]
(1) The shares registered by this amendment are in addition to the shares
previously registered.
(2) The shares will be offered at a price of 95% of the high bid price of
the shares of Common Stock of Firstbank Corporation (the
"Corporation") on the Corporation's dividend record date as provided
in the Dividend Reinvestment Plan. The registration fee, however, is
computed in accordance with Rule 457(c). On June 27, 1995, the
average of the bid and asked price for the Corporation's Common Stock
was $24.875 per share.
(3) Estimated solely for the purpose of calculating the registration fee.
<FN/>
[Company Logo] FIRSTBANK CORPORATION
311 Woodworth Avenue
P.O. Box 1029
Alma, Michigan 48801
517 463-3131
PROSPECTUS
FIRSTBANK CORPORATION
DIVIDEND REINVESTMENT PLAN
Offering up to 100,000 Shares of
Common Stock
The Dividend Reinvestment Plan (the "Plan") of Firstbank Corporation
(the "Corporation") provides holders of the Corporation's Common Stock with
a convenient method of purchasing additional shares of Common Stock by
automatically reinvesting the cash dividends received on their shares
without payment of any brokerage commission or service charge.
The shares purchased under the Plan may be treasury shares, newly
issued shares or shares purchased for participants in the open market, at
the Corporation's option. The Plan currently provides that shares
purchased for participants with reinvested dividends will be purchased at
95% of the high bid price of the Common Stock as provided in the Plan. The
Corporation, however, reserves the right to modify the pricing or any other
provision of the Plan at any time. 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.
Shareholders enrolled in the Plan will continue to be enrolled unless
they notify Bank of Alma, 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 or direct deposit 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 OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
The date of this Prospectus is June 30, 1995.
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 coverage 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"). Such reports, proxy statements and other
information can be inspected and copied at prescribed rates, at the public
reference facilities of the Commission at 450 5th Street, N.W., Washington,
D.C. 20549; Room 1204, Everett McKinley Dirksen Building, 219 South
Dearborn Street, Chicago, Illinois 60604; and Federal Building, 26 Federal
Plaza, New York, New York 10278. Copies of such material can be obtained
from the Public Reference Section of the Commission at 450 5th Street,
N.W., Washington, D.C. 20549 at prescribed rates.
The Corporation will furnish without charge to each person to
whom this Prospectus is delivered, upon the person's written or oral
request, a copy of any or all of the documents described under the caption
"Incorporation of Certain Documents by Reference," other than exhibits to
such documents (unless such exhibits are specifically incorporated by
reference into such documents). Requests should be directed to:
FIRSTBANK CORPORATION
311 Woodworth Avenue
Alma, Michigan 48801
Attention: Secretary
(517) 463-3131
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FIRSTBANK CORPORATION
Firstbank Corporation is a bank holding company, owning all of
the outstanding stock of three banks operating in Michigan: Bank of Alma,
Firstbank, and 1st Bank. The Corporation's offices are located at
311 Woodworth Avenue, Alma, Michigan 48801, and its telephone number is
(517) 463-3131.
Aside from the stock of its subsidiary banks, the Corporation has
no substantial assets. The Company's income depends upon management fees
and dividends received from its subsidiary banks, which are limited by
applicable state and federal regulations.
As a bank holding company, the Corporation has broader corporate
powers than any of its subsidiary 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 located in
Michigan, and to own the capital stock 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, as amended, and regulations of the Board of Governors of the Federal
Reserve System.
USE OF PROCEEDS
The Corporation has no basis for estimating precisely either the
number of shares of Common Stock that ultimately may be sold pursuant to
the Plan or the prices at which such shares will be sold. However, the
Corporation proposes to use the net proceeds from the sale of treasury
shares and authorized but unissued shares of Common Stock pursuant to the
Plan, when and as received, to increase the Corporation's capital and for
other general corporate purposes. The net proceeds from the sale of shares
of Common Stock purchased in the open market pursuant to the Plan will be
applied to the purchase price and expenses of acquiring such shares in the
market.
DESCRIPTION OF THE PLAN
The following is a question and answer statement of the
provisions of the Plan.
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Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide record holders of shares
of the Common Stock of the Corporation with a convenient and economical
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 service charge. Shares of Common Stock purchased from the
Corporation's treasury or authorized but unissued shares 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. As used in this Prospectus, the term
"additional shares" includes shares of Common Stock held in the
Corporation's treasury or authorized but unissued shares.
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 at a 5%
discount from the current high bid price of the Common Stock as determined
under the Plan (see Question 13). Participants in the Plan are not
required to pay any brokerage commission or service charge 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 17). Quarterly statements of accounts are
furnished to participants to provide simplified record keeping.
Administration
3. Who administers the Plan for participants?
The Bank of Alma (the "Agent"), a wholly owned subsidiary of the
Corporation, administers the Plan for participants, keeps records, sends
quarterly statements of account to participants and performs other duties
relating to the Plan (see Question 29). Shares of Common Stock purchased
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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, except as described below. Although shares
purchased with reinvested dividends are registered in the name of the Agent
(see Question 3), shareholders will continue to hold those shares currently
held by them in their own names and should not transfer such shares to the
Agent. The Corporation reserves the right to exclude participation by
shareholders who reside in jurisdictions, other than Michigan, having laws
or regulations that impose conditions that the Corporation finds
unacceptable to its making the Plan available in such jurisdictions or who
fail to provide documentation acceptable to the Corporation of their state
or country (if other than the United States) of residence. Consequently,
the Plan may not be available to shareholders who live in some states other
than Michigan or in countries other than the United States. A holder of
record who wishes to participate in the Plan must certify the holder's
state or country (if other than the United States) of residence in the
Authorization Form and undertake to notify the Agent if such state or
country of residence changes (see Question 9). Upon receipt of the
Authorization Form, the Agent will notify the holder of record within a
reasonable time if the Plan is not available in the state or country where
the holder resides.
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. Beneficial owners interested in participating in the
Plan indirectly through brokers or nominee shareholders should contact
their brokers or nominee shareholders to determine whether such indirect
participation is available to them. The broker or nominee must certify the
beneficial owner's state or country (if other than the United States) of
residence in the Authorization Form and undertake to promptly notify the
Agent of any changes in such state or country of residence (see
Question 9). Upon receipt of the Authorization Form, the Agent will notify
the holder of record within a reasonable time if the Plan is not available
in the state or country where the beneficial owner resides.
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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 and are customarily in the months of March,
June, September and December of each year. If the Authorization Form is
received by the Agent 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 received on
or after such record date, the reinvestment of dividends will not start
until payment of the ensuing dividend. The Authorization Form must be
forwarded so that it will be received prior to the first day of the record
date month in which you desire to commence participation.
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 moves to a state or country where the Plan is not available or
gives notice to the Agent in writing that the participant wishes to
withdraw from participation. (See Questions 21 and 22 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 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.
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The Authorization Form also requires the holder of record, broker
or nominee to indicate the state or country (if other than the United
States) of residence of the beneficial owner and to promptly notify the
Agent if such state or country of residence changes.
10. May a participant elect to make optional cash payments under the
Plan?
No. Participation in the Plan is limited to shareholders who
complete the Authorization Form directing the Agent to apply all dividends
on Common Stock held of record by them to the purchase of shares of Common
Stock under the Plan. A shareholder may not make optional cash payments
under the Plan.
Costs
11. Are there any expenses to participants in connection with
purchases under the Plan?
There are no brokerage fees or service charges 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. However,
if a participant requests the Agent to sell the participant's shares in the
event of the participant's withdrawal from the Plan, the participant may be
required to pay a brokerage commission, a service charge and any transfer
tax (see Question 21).
Purchases
12. How will shares be purchased under the Plan?
Cash dividends will be invested on each dividend payment date for
the Common Stock (generally during the months of March, June, September and
December of each year). To the extent the Corporation is making additional
shares of Common Stock available for purchase under the Plan in respect of
any dividend payment date, 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
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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. If additional or other shares of Common Stock are not available
for purchase for a period longer than 90 days, the Agent will promptly mail
to each participant a check in the amount of any unapplied funds in the
participant's account.
13. What will be the price of shares purchased under the Plan?
The price of shares of Common Stock purchased from the
Corporation for participants in the Plan with reinvested cash dividends
will be 95% of the high bid price quoted for the Common Stock for the
dividend record date as obtained from a broker or brokers that customarily
deal in the stock and which broker or brokers shall be selected by the
Corporation's management in its sole and absolute discretion.
If in the future transactions of the Corporation's Common Stock
become reported on The NASDAQ Stock Market ("NASDAQ"), the price of shares
of Common Stock purchased from the Corporation for participants in the Plan
with reinvested cash dividends will be 95% of the last reported sale price
for the Corporation's Common Stock at the close of trading on the over-the-
counter market as quoted by NASDAQ for the dividend record date. If in the
future the Corporation's Common Stock becomes quoted by NASDAQ in the bid
and asked quotations but the volume of transactions is insufficient to be
quoted by NASDAQ as a transaction reported, then the price of shares of
Common Stock purchased from the Corporation for participants in the Plan
with reinvested cash dividends will be 95% of the average of the high bid
and low asked quotation for the Common Stock as reported by NASDAQ for the
dividend record date.
If none of the pricing methods described above provide a price or
if the Corporation's Board of Directors in its sole and absolute discretion
determines that the formula price is not an accurate reflection of 95% of
the fair market value of the Common Stock, the Plan provides that the
Corporation's Board of Directors in its sole and absolute discretion shall
determine the fair market value by any means it deems appropriate. The
price of shares purchased from the Corporation under the Plan will then be
95% of the fair market value determined by the Board of Directors. In
making the determination, the Board of Directors will consider the
financial condition of the Corporation and its recent operating results,
values of publicly traded securities of other financial institutions giving
effect to the relative book values and earnings of such institutions and
the lack of liquidity of the Corporation's shares, and such other factors
as the Board in its sole and absolute discretion deems relevant.
-8-
14. How many shares will be purchased for participants?
The number of shares that will be purchased for each participant
on any dividend payment date will depend on the amount of the participant's
dividend 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 four decimal places) equal to the total
amount to be invested, divided by the applicable purchase price (also
computed to four decimal places).
Reports to Participants
15. What kind of reports will be sent to participants in the Plan?
Each participant in the Plan will receive quarterly statements of
account. 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 quarterly reports and
annual report to shareholders, a notice of the annual meeting and proxy
statement and Internal Revenue Service information for reporting dividend
income received.
Dividends
16. 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
17. 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.
-9-
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.
18. 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 17).
19. What happens when a participant sells or transfers all of the
shares registered in the participant's 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.
20. 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
21. How does a participant withdraw from the Plan?
A participant may withdraw from the Plan at any time by sending a
written notice to the Agent that the participant wishes to withdraw. When
a participant 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 24).
Upon withdrawal from the Plan, the participant may, if the
participant desires, also request that all of the shares, both whole and
fractional, 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
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possible after the processing of the request for withdrawal, for the
account of the participant through an independent broker designated by the
Agent. The participant will receive from the Agent a check for the
proceeds of the sale less any brokerage commission and any transfer tax.
22. 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 closing price of the Common Stock on the
next business day that the Corporation's Common Stock is traded following
the day the notice of withdrawal is received by the Agent.
Other Information
23. What happens if the Corporation issues a stock dividend or
declares a stock split?
Any stock dividends or split shares distributed by the
Corporation on shares registered in the name of or credited to the account
of a participant under the Plan will be added to the participant's account
and not mailed or delivered directly to the participant. The participant,
however, may request the Corporation to issue certificates for such stock
dividends or split shares once they are added to the participant's account
(see Question 17).
24. 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 whole shares credited to the participant's
Plan account. If the proxy card is returned properly signed and marked for
voting, all of such whole shares will be voted as marked. The total number
of whole 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 whole
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
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unsigned, none of the participant's shares will be voted unless the
participant votes in person.
25. 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. In addition to the reinvested dividends being taxable, the
discount allowed on the purchase of shares with reinvested dividends under
the Plan is also taxable as dividend income to the participant in the year
the shares are purchased.
If the shares of Common Stock are purchased by the Agent in the
open market, the payment of brokerage commissions and services charges by
the Corporation in connection with the purchase of shares in the open
market will be treated as additional dividend income to the participants.
The tax basis of shares acquired under the Plan will be the
undiscounted purchase price for the stock, plus, as to the shares acquired
in the open market, any commissions, charges or mark-ups paid by the
Corporation. For shares acquired by the Agent directly from the
Corporation under the Plan, the holding period begins the day after the
applicable dividend payment date. For shares acquired by the Agent in the
open market under the Plan, the holding period begins on the purchase date.
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 advisers.
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Information for income tax purposes for participants in the Plan
will be printed on the participant's statement of account.
26. What provision is made for foreign shareholders subject to income
tax withholding?
In the case of foreign shareholders who elect to have their
dividends reinvested and whose dividends are subject to United States
income tax withholding, an amount equal to the dividends payable to such
shareholders, less the amount of tax required to be withheld, will be
applied to the purchase of shares of Common Stock under the Plan.
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 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.
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 Corporation reserves the right to suspend, amend, modify or
terminate the Plan at any time. All participants will receive notice of
any such suspension, amendment, modification or termination. Any such
modification or termination will not, of course, affect previously executed
transactions.
29. Where should correspondence regarding the Plan be directed?
All correspondence regarding the Plan should be addressed to:
Bank of Alma
311 Woodworth Avenue
Alma, Michigan 48801
Attention: Secretary
(517) 463-3131
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Please mention the Firstbank Corporation Dividend Reinvestment
Plan on all correspondence.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed in (a) through (e) below and all documents
subsequently filed pursuant to Sections 13(a), 13(c), 14, and 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 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, contained in the Registration Statement on Form 8-A filed
under the Exchange Act, including any amendment or reports filed
for the purpose of updating such description.
(d) All information included in the future in appendixes to
the Firstbank Corporation Dividend Reinvestment Plan Prospectus.
INDEMNIFICATION
The Corporation's Articles of Incorporation and 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 of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is therefore unenforceable.
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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:
<TABLE>
<CAPTION>
<S> <C> <C>
Registration Fee . . . . . . . . . . . . . . . $ 857.76
Legal Fees and Expenses. . . . . . . . . . . . 1,500.00
Printing Fees and Expenses . . . . . . . . . . 600.00
Miscellaneous Expenses . . . . . . . . . . . . 500.00
TOTAL $3,457.76
</TABLE>
Item 15. Indemnification of Directors and Officers
Under Sections 561-567 of the Michigan Business Corporation Act,
directors and officers of a Michigan corporation may be entitled to
indemnification by the corporation against judgments, expenses, fines and
amounts paid by the director or officer in settlement of claims brought
against them by third persons or by or in the right of the corporation if
those directors and officers acted in good faith and in a manner reasonably
believed to be in, or not opposed to, the best interests of the corporation
or its shareholders.
The Registrant is obligated under its Articles of Incorporation
and Bylaws to indemnify a present or former director or executive officer
of the Registrant, and may indemnify any other person, to the fullest
extent now or hereafter permitted by law in connection with any actual or
threatened civil, criminal, administrative or investigative action, suit or
proceeding arising out of their past or future service to the Registrant or
a subsidiary, or to another organization at the request of the Registrant
or a subsidiary. The Registrant and its directors and officers in their
capacities as such are insured against liability for wrongful acts.
The Registrant has entered into indemnity agreements with
directors. The agreements provide that the Corporation will indemnify the
director or executive officer, subject to certain limitations, for costs,
including the satisfaction of a judgment, fine or penalty incurred in, or
any amount paid in settlement of, any proceeding, including a proceeding
brought by or in the name of the Corporation (such as a shareholder
derivative suit), if such expenses and costs are indemnifiable under the
Michigan Business Corporation Act. In accordance with the Corporation's
Articles of Incorporation, the agreements are designed to provide the
maximum protection allowed under Michigan law.
-15-
Item 16. Exhibits
<TABLE>
<CAPTION>
Exhibit Number Description
<S> <C>
4(a) Articles of Incorporation. Previously filed
as an exhibit to the Registration Statement
on Form S-2 (Registration No. 33-68432)
filed on September 3, 1993. Here
incorporated by reference.
4(b) Bylaws. Previously filed as an exhibit to
the Registration Statement on Form S-2
(Registration No. 33-68432) filed on
September 3, 1993. Here incorporated by
reference.
5 Opinion of Counsel.
23(a) Consent of Ernst & Young LLP. Previously
filed as an exhibit to the registrant's
Form 10-K for the year ended December 31,
1994, filed on March 23, 1995. Here
incorporated by reference.
(b) Consent of Crowe, Chizek and Company.
Previously filed as an exhibit to the
registrant's Form 10-K for the year ended
December 31, 1994, filed on March 23, 1995.
Here incorporated by reference.
(c) Consent of Counsel (see Exhibit 5).
24 Powers of Attorney.
99(a) Authorization Card.
(b) Letter to Shareholders Concerning Plan.
(c) Letter to Existing Plan Participants.
(d) Summary Brochure Describing Plan.
(e) The Firstbank Corporation Dividend
Reinvestment Plan is set forth in full in
the Prospectus.
</TABLE>
-16-
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; and
(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 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 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.
-17-
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 Alma and the State of Michigan,
on June 16, 1995.
FIRSTBANK CORPORATION
By /s/ John A. McCormack
John A. McCormack
President, Chief Executive Officer and
Director
-18-
Pursuant to the requirements of the Securities Act of 1933, this
Form S-3 Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Date Name and Title
<S> <C>
June 16, 1995 /s/ Mary D. Deci
Mary D. Deci
Vice President, Secretary and Treasurer
(Principal financial and accounting
officer)
June 16, 1995 /s/ William E. Goggin*
William E. Goggin
Director
June 16, 1995 /s/ Edward B. Grant*
Edward B. Grant
Director
June 16, 1995 /s/ Charles W. Jennings*
Charles W. Jennings
Director
June 16, 1995 /s/ John A. McCormack
John A. McCormack
President, Chief Executive Officer and Director
(Principal executive officer)
-19-
June 16, 1995 /s/ Phillip G. Peasley*
Phillip G. Peasley
Director
June 16, 1995 /s/ David D. Roslund*
David D. Roslund
Director
</TABLE>
*By /s/ John A. McCormack
John A. McCormack
(Attorney in Fact)
-20-
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description
<S> <C>
4(a) Articles of Incorporation. Previously filed
as an exhibit to the Registration Statement
on Form S-2 (Registration No. 33-68432)
filed on September 3, 1993. Here
incorporated by reference.
4(b) Bylaws. Previously filed as an exhibit to
the Registration Statement on Form S-2
(Registration No. 33-68432) filed on
September 3, 1993. Here incorporated by
reference.
5 Opinion of Counsel.
23(a) Consent of Ernst & Young LLP. Previously
filed as an exhibit to the registrant's
Form 10-K for the year ended December 31,
1994, filed on March 23, 1995. Here
incorporated by reference.
(b) Consent of Crowe, Chizek and Company.
Previously filed as an exhibit to the
registrant's Form 10-K for the year ended
December 31, 1994, filed on March 23, 1995.
Here incorporated by reference.
(c) Consent of Counsel (see Exhibit 5).
24 Powers of Attorney.
99(a) Authorization Card.
(b) Letter to Shareholders Concerning Plan.
(c) Letter to Existing Plan Participants.
(d) Summary Brochure Describing Plan.
(e) The Firstbank Corporation Dividend
Reinvestment Plan is set forth in full in
the Prospectus.
</TABLE>
-21-
EXHIBIT 5
June 29, 1995
Board of Directors
Firstbank Corporation
311 Woodworth Avenue
Alma, Michigan 48801
Re: Dividend Reinvestment Plan
Gentlemen:
We have acted as counsel to Firstbank Corporation (the
"Corporation") in connection with Amendment No. 1 to the Registration
Statement under the Securities Act of 1933, on Form S-3 (the "Registration
Statement") filed with the Securities and Exchange Commission for the
purpose of registering 100,000 shares of Common Stock of the Corporation
for the sale to its shareholders pursuant to the Firstbank Corporation
Dividend Reinvestment Plan. We are familiar with the corporate action
taken by the Board of Directors of the Corporation authorizing the
registration and offering of such shares, and we have examined such
documents for the purpose of furnishing this opinion.
It is our opinion that the 100,000 shares of Common Stock being
offered by the Corporation as described in the Registration Statement, upon
delivery thereof and payment therefor, in accordance with the terms stated
in the Registration Statement, at the time the Registration Statement
becomes effective, will be legally and validly authorized, issued, and
outstanding and will be fully paid and nonassessable.
We hereby consent to reference to us in the Registration
Statement and to the filing of this opinion and consent as an exhibit to
the Registration Statement.
Sincerely,
/s/ Gordon R. Lewis
Gordon R. Lewis
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, in his capacity as a director or officer, or
both, as the case may be, of FIRSTBANK CORPORATION, does hereby appoint
JOHN A. McCORMACK and MARY D. DECI, or either of them severally, his
attorneys or attorney to execute in his name, place and stead, in his
capacity as a director or officer, or both, as the case may be, of
Firstbank Corporation, an amendment to the Form S-3 Registration Statement
of Firstbank Corporation, and any and all other amendments to such
Registration Statement, and to file it or them with the Securities and
Exchange Commission. Each of said attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever requisite or necessary to
be done in the premises as fully and to all intents and purposes as the
undersigned might or could do in person, and the undersigned hereby
ratifies and approves the acts of said attorneys and each of them.
June 8, 1995 /s/ John A. McCormack
John A. McCormack
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, in his capacity as a director or officer, or
both, as the case may be, of FIRSTBANK CORPORATION, does hereby appoint
JOHN A. McCORMACK and MARY D. DECI, or either of them severally, his
attorneys or attorney to execute in his name, place and stead, in his
capacity as a director or officer, or both, as the case may be, of
Firstbank Corporation, an amendment to the Form S-3 Registration Statement
of Firstbank Corporation, and any and all other amendments to such
Registration Statement, and to file it or them with the Securities and
Exchange Commission. Each of said attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever requisite or necessary to
be done in the premises as fully and to all intents and purposes as the
undersigned might or could do in person, and the undersigned hereby
ratifies and approves the acts of said attorneys and each of them.
June 8, 1995 /s/ Mary D. Deci
Mary D. Deci
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, in his capacity as a director or officer, or
both, as the case may be, of FIRSTBANK CORPORATION, does hereby appoint
JOHN A. McCORMACK and MARY D. DECI, or either of them severally, his
attorneys or attorney to execute in his name, place and stead, in his
capacity as a director or officer, or both, as the case may be, of
Firstbank Corporation, an amendment to the Form S-3 Registration Statement
of Firstbank Corporation, and any and all other amendments to such
Registration Statement, and to file it or them with the Securities and
Exchange Commission. Each of said attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever requisite or necessary to
be done in the premises as fully and to all intents and purposes as the
undersigned might or could do in person, and the undersigned hereby
ratifies and approves the acts of said attorneys and each of them.
June 8, 1995 /s/ William E. Goggin
William E. Goggin
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, in his capacity as a director or officer, or
both, as the case may be, of FIRSTBANK CORPORATION, does hereby appoint
JOHN A. McCORMACK and MARY D. DECI, or either of them severally, his
attorneys or attorney to execute in his name, place and stead, in his
capacity as a director or officer, or both, as the case may be, of
Firstbank Corporation, an amendment to the Form S-3 Registration Statement
of Firstbank Corporation, and any and all other amendments to such
Registration Statement, and to file it or them with the Securities and
Exchange Commission. Each of said attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever requisite or necessary to
be done in the premises as fully and to all intents and purposes as the
undersigned might or could do in person, and the undersigned hereby
ratifies and approves the acts of said attorneys and each of them.
June 8, 1995 /s/ Edward B. Grant
Edward B. Grant
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, in his capacity as a director or officer, or
both, as the case may be, of FIRSTBANK CORPORATION, does hereby appoint
JOHN A. McCORMACK and MARY D. DECI, or either of them severally, his
attorneys or attorney to execute in his name, place and stead, in his
capacity as a director or officer, or both, as the case may be, of
Firstbank Corporation, an amendment to the Form S-3 Registration Statement
of Firstbank Corporation, and any and all other amendments to such
Registration Statement, and to file it or them with the Securities and
Exchange Commission. Each of said attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever requisite or necessary to
be done in the premises as fully and to all intents and purposes as the
undersigned might or could do in person, and the undersigned hereby
ratifies and approves the acts of said attorneys and each of them.
June 8, 1995 /s/ Charles W. Jennings
Charles W. Jennings
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, in his capacity as a director or officer, or
both, as the case may be, of FIRSTBANK CORPORATION, does hereby appoint
JOHN A. McCORMACK and MARY D. DECI, or either of them severally, his
attorneys or attorney to execute in his name, place and stead, in his
capacity as a director or officer, or both, as the case may be, of
Firstbank Corporation, an amendment to the Form S-3 Registration Statement
of Firstbank Corporation, and any and all other amendments to such
Registration Statement, and to file it or them with the Securities and
Exchange Commission. Each of said attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever requisite or necessary to
be done in the premises as fully and to all intents and purposes as the
undersigned might or could do in person, and the undersigned hereby
ratifies and approves the acts of said attorneys and each of them.
June 8, 1995 /s/ Phillip G. Peasley
Phillip G. Peasley
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, in his capacity as a director or officer, or
both, as the case may be, of FIRSTBANK CORPORATION, does hereby appoint
JOHN A. McCORMACK and MARY D. DECI, or either of them severally, his
attorneys or attorney to execute in his name, place and stead, in his
capacity as a director or officer, or both, as the case may be, of
Firstbank Corporation, an amendment to the Form S-3 Registration Statement
of Firstbank Corporation, and any and all other amendments to such
Registration Statement, and to file it or them with the Securities and
Exchange Commission. Each of said attorneys shall have the power and
authority to do and perform in the name and on behalf of the undersigned,
in any and all capacities, every act whatsoever requisite or necessary to
be done in the premises as fully and to all intents and purposes as the
undersigned might or could do in person, and the undersigned hereby
ratifies and approves the acts of said attorneys and each of them.
June 8, 1995 /s/ David D. Roslund
David D. Roslund
EXHIBIT 99(a)
FIRSTBANK CORPORATION
DIVIDEND REINVESTMENT PLAN
AUTHORIZATION FORM
PLEASE READ CAREFULLY BEFORE SIGNING
I hereby appoint the Bank of Alma as my agent under the terms and
conditions of the Firstbank Corporation Dividend Reinvestment Plan
described in the Prospectus which accompanied this Authorization Form, to
receive any cash dividends that may become payable to me on my shares of
Firstbank Corporation Common Stock and to apply such dividends to the
purchase of shares as provided in the Plan.
I hereby represent and confirm that I am the record holder (and,
unless the broker/nominee form below is completed, the sole beneficial
owner) of all of the shares of common stock of Firstbank Corporation as to
which this authorization is made and that my principal residence is in the
state or country shown below. I hereby undertake to promptly notify the
Bank of Alma if my state or country of residence changes.
I acknowledge receipt of the Firstbank Corporation Dividend
Reinvestment Plan Prospectus and agree to the terms and conditions of the
Plan stated in that Prospectus.
I understand that I may revoke this authorization at any time by
notifying the Bank of Alma in writing of my desire to terminate my
participation.
Date
Shareholder Name
(print or type)
Signature X
State or country (if other than the
United States) of residence
Shareholder Name
THIS IS NOT A PROXY (if jointly held) (print or type)
Return this form if you wish to join
the Plan. An addressed postage paid Signature X
envelope is provided for that purpose. (if jointly held)
All owners of joint registration State or country (if other than the
must sign. When signing as trustee, United States) of residence
guardian, executor, administrator,
or corporate officer, please give
your full title. (if jointly held)
(If beneficial owner is other than the holder of record)
In addition to the above statements and representations, I hereby
represent and confirm that I am the broker or nominee of the beneficial
owner of certain shares of common stock of Firstbank Corporation and that
the beneficial owner principally resides in the state or country (if other
than the United States) of _____________________________. I hereby
undertake to promptly notify the Bank of Alma if the state or country of
residence of the beneficial owner changes.
Broker or Nominee
EXHIBIT 99(b)
FORM OF LETTER TO NEW SHAREHOLDERS
CONCERNING PLAN
Re: Firstbank Corporation
Dividend Reinvestment Plan
Dear Shareholder:
Enclosed is a prospectus and summary brochure describing our
Dividend Reinvestment Plan. The Plan provides shareholders with the
opportunity to increase their investment in the Corporation conveniently
and economically. Please read the enclosed Prospectus carefully; it
presents the terms of the Plan in a question-and-answer format.
Here are some highlights of the Plan:
-- You may purchase shares with your reinvested cash dividends
at 95% of the high bid price of the stock as determined
under the Plan.
-- There are no brokerage fees or service charges for your
purchases.
The Agent for the Plan is the Bank of Alma (Dividend Reinvestment
Plan-Firstbank, 311 Woodworth Avenue, Alma, Michigan 48801; Telephone:
(517) 463-3131). If you have any questions concerning the Plan, please
contact the Bank.
We appreciate your interest in Firstbank Corporation.
Sincerely,
John A. McCormack
President, Chief
Executive Officer,
and Director
EXHIBIT 99(c)
FORM OF LETTER TO EXISTING PLAN PARTICIPANTS
Re: Firstbank Corporation
Dividend Reinvestment Plan
Dear Shareholder:
Enclosed is a new prospectus and summary brochure describing our
Dividend Reinvestment Plan. As you know, the Plan provides shareholders
with the opportunity to increase their investment in the Corporation
conveniently and economically through reinvestment of dividends. The new
prospectus and summary brochure reflect changes to the Plan to increase the
number of shares available for issuance under the Plan and to update the
Plan as highlighted below:
-- The purchase price of shares under the Plan has been changed
from 95% of the average of the stock's high bid and low
asked price to 95% of the high bid price.
-- The purchase price is now determined as of the record date
of the dividend rather than over a 3-day period preceding
the dividend payment date.
-- Share splits and stock dividends by the Corporation will now
be automatically credited to your Plan Account in place of
receiving share certificates.
Please read the enclosed prospectus carefully. It presents the
terms of the Plan, as modified, in a question and answer format.
The Agent of the Plan is Bank of Alma (Dividend Reinvestment
Plan-Firstbank, 311 Woodworth Avenue, Alma, Michigan 48801; Telephone:
(517) 463-3131). If you have any questions concerning the Plan, please
contact the Bank.
We appreciate your continued interest in Firstbank Corporation.
Sincerely,
John A. McCormack
President, Chief
Executive Officer,
and Director
EXHIBIT 99(d)
SUMMARY BROCHURE DESCRIBING PLAN
[Client Logo]
<TABLE>
AUTOMATIC DIVIDEND REINVESTMENT
<CAPTION>
SHAREHOLDER BENEFITS HOW THE PLAN WORKS
<S> <C>
You can increase your holdings 1. The Plan is offered
of Firstbank Corporation common only by means of a
stock with no brokerage fees or prospectus through the
service charges. Corporation's Stock
Transfer Agent, Bank
All your purchases will be entitled of Alma. It will make
to a five (5) percent discount off stock purchases for
the current market price enabling you you in accordance with
to accumulate shares at a savings the Plan.
available only to you, our shareholders.
2. Once you have completed,
Your increased holdings generate signed and returned the
additional dividend income. enclosed Authorization
Form, reinvestment of
Your dividends go directly to Bank of your dividends is auto-
Alma who acts as agent under the matic. Bank of Alma, as
Plan. These dividends are fully invested your agent, will receive
because the Plan allows fractions all dividends on both the
of shares to be credited to your account. shares you hold directly
and those acquired for
Your personal record-keeping is you through the Plan.
simplified by a detailed account Statement
sent to you quarterly. Dividends, will be used
to purchase Firstbank
You may join the Plan or terminate common stock without com-
participation at any time. This is a missions, at a five
shareholders' service which is entirely (5) percent discount
voluntary. from the current market
price.
3. If the total of your
dividends is not large
enough to buy a full
additional share, your
account will be credited
with a fractional share,
computed to four decimal
places.
4. For your convenience Bank HOW TO PARTICIPATE
of Alma will credit to
your plan account, the THIS BROCHURE SUMMARIZES
shares it has purchased THE PRINCIPAL BENEFITS AND
for you. However, upon FEATURES OF THE PLAN. PARTI-
your written request, CIPATION IN THE PLAN IS
Bank of Alma will issue OFFERED ONLY BY MEANS OF A
to you, at any time and PROSPECTUS WHICH ACCOM-
without charge, PANIES THIS BROCHURE AND
certificates for the full WHICH DESCRIBES THE PLAN
shares acquired for you IN DETAIL. YOU SHOULD BE
through the Plan. SURE TO READ THE PROSPECTUS
BEFORE YOU DECIDE WHETHER
5. You will receive a TO PARTICIPATE.
detailed statement of
your account quarterly, After reading the prospectus,
showing total dividends, simply complete and sign
shares purchased, and the enclosed Authorization
total shares held in your Form and return it in the
name. postage-paid envelope provided.
6. You may terminate your partici- Your participation will begin
pation in the Plan at any time with the next dividend payment,
by notifying Bank of Alma in provided the form is received
writing. However, your request to before the record date.
terminate or withdraw shares must Authorizations received on or
be received before the record date after the record date will
for a dividend, or it will not become delay your participation until
effective until after that dividend the following dividend.
has been paid and reinvested.
Any questions concerning the
Upon termination, all whole shares Plan or requests for copies
credited to your account and a cash of the prospectus should be
payment for any fractional share addressed to:
will be sent to you. You may rejoin
the plan again at any time. If you Bank of Alma
so elect, Bank of Alma will sell your Dividend Reinvestment Dept.
shares and forward the proceeds, less 311 Woodworth, P.O. Box 1029
brokerage commissions, directly to you. Alma, Michigan 48801-6029
7. The Corporation reserves the right to Telephone inquires may be made
amend, suspend, modify or terminate to the bank at (517) 463-3131.
the Plan at any time. You will
receive written notice of any such
action.
8. You can vote all the shares held for
you by Bank of Alma in your dividend
reinvestment account. Bank of Alma
will forward proxy materials and
voting instructions to you prior to
any shareholder meeting.
</TABLE>
