<PAGE> 1
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 Number)
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 COPY Warner Norcross & Judd LLP
and Treasurer TO: 900 Old Kent Building
Firstbank Corporation 111 Lyon Street, N.W.
311 Woodworth Avenue Grand Rapids, Michigan 49503-2489
Alma, Michigan 48801 (616) 752-2752
(517) 463-3131
(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:
Upon filing with the Securities and Exchange Commission
If the only securities being registered on this Form are being offered
pursuant 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. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]
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If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- - ---------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SHARES AMOUNT AGGREGATE AGGREGATE AMOUNT
TO BE TO BE PRICE OFFERING OF REGIS-
REGISTERED REGISTERED PER UNIT<F3> PRICE<F3> TRATION FEE
<S> <C> <C> <C> <C> <C>
Common Stock 100,000 shares<F1> $33.00<F2> $3,300,000<F2> $1,000.00
<FN>
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<F1> The shares registered on this Form are in addition to the shares
previously registered.
<F2> The shares to be purchased with reinvested dividends will be offered
at a price of 95% of the high bid quotation for the shares of Common
Stock of Firstbank Corporation (the "Corporation") as reported by the
NASDAQ Bulletin Board on the applicable investment date or as
otherwise provided in the Dividend Reinvestment Plan. The shares to
be purchased with optional cash payments will be offered at a price of
100% of the high bid quotation for the shares of Common Stock of the
Corporation as reported by the NASDAQ Bulletin Board on the applicable
investment date or as otherwise provided in the Dividend Reinvestment
Plan. The registration fee, however, is computed in accordance with
Rule 457(c). On October 24, 1996, the average of the high bid and low
asked price for the Corporation's Common Stock was $33.00 per share.
<F3> Estimated solely for the purpose of calculating the registration fee.
</FN>
</TABLE>
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[FIRSTBANK FIRSTBANK CORPORATION
CORPORATION 311 Woodworth Avenue
L0GO] 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 Plan
also permits shareholders who become participants in the Plan to make
optional cash payments of not less than $100 per cash payment (up to a
maximum of $2,500 per calendar quarter) for investment in Common Stock.
The shares purchased under the Plan may be newly issued shares or
shares purchased for participants in the open market, at the Corporation's
option. The Plan currently provides that shares purchased for participants
under the Plan by automatically reinvesting the cash dividends received on
their shares will be purchased at 95% of the high bid quotation for the
Common Stock as reported by the NASDAQ Bulletin Board. The Plan also
currently provides that shares purchased for participants under the Plan
with optional cash payments will be purchased at 100% of the high bid
quotation for the Common Stock as reported by the NASDAQ Bulletin Board.
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. On October 24, 1996, the average of the
high bid and low asked price for the Corporation's Common Stock as reported
by the NASDAQ Bulletin Board was $33.00 per share.
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.
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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.
The Common Stock of Firstbank Corporation offered hereby is not the
obligation of or guaranteed or endorsed by any bank. It does not
constitute a bank deposit. It is not federally insured or protected by the
U.S. Government, the Federal Deposit Insurance Corporation, the Federal
Reserve Board, or any other governmental agency. Investment in Common
Stock of Firstbank Corporation, as with any investment in Common Stock,
involves investment risks, including the possible loss of principal.
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 OCTOBER 30, 1996.
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No person has been authorized to give any information or to make
any representation other than as contained or incorporated by reference in
this Prospectus. This Prospectus does not constitute an offer of any
securities other than those described on the cover page or an offer to sell
or a solicitation of an offer to buy within any jurisdiction to any person
to whom it is unlawful to make such offer or solicitation within such
jurisdiction. Neither the delivery of this Prospectus nor any sales made
under this Prospectus shall under any circumstances create any implication
that there has been no change in the affairs of the Corporation since the
date of this Prospectus.
AVAILABLE INFORMATION
The Corporation is subject to the information requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at prescribed rates, at the public
reference room of the Commission located at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the public reference facilities in the
Commission's Regional Offices located at: Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511; and 7 World Trade Center,
Suite 1300, New York, New York 10048. Copies of such material can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. The Corporation
files its reports, proxy statements, and certain other information
electronically with the Commission. The Commission maintains a Web site
that contains reports, proxy, and information statements and other
information regarding registrants that file electronically with the
Commission. The address of such Web site is (http://www.sec.gov).
This Prospectus incorporates documents by reference which are not
presented herein or described herewith. 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 Corporation'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, and to own
the capital stock of business corporations which are not banks, 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 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.
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 purchasing additional shares of Common Stock by automatically
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reinvesting the cash dividends received on their shares of Common Stock.
The plan also permits record holders of shares who become participants in
the Plan to make optional cash payments of not less than $100 per cash
payment (up to a maximum of $2,500 per calendar quarter) for investments in
Common Stock. Shares of Common Stock to be purchased under the Plan may be
made available by the Corporation from authorized but unissued shares, or,
if additional shares are not being made so available, in shares of Common
Stock purchased in the open market. Shares of Common Stock purchased from
the Corporation's 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 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 high bid quotation for the Common Stock as reported by
the NASDAQ Bulletin Board, or as otherwise determined under the Plan (see
Question 16). 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 20). Quarterly statements of account are furnished to
participants to provide simplified record keeping.
Participants in the Plan will also have the opportunity to make
optional cash payments to the Plan of not less than $100 per cash payment,
up to a maximum of $2,500 per calendar quarter, to be invested in shares of
Common Stock. Shares of Common Stock purchased with optional cash payments
will be purchased at 100% of the high bid quotation for the Common Stock as
reported by the NASDAQ Bulletin Board, or as otherwise determined under the
Plan. (see Questions 11 and 16).
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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 32). Shares of Common Stock purchased
under the Plan are registered in the name of the Agent (or its nominee), as
agent, and credited to the accounts of the respective participants.
PARTICIPATION
4. WHO IS ELIGIBLE TO PARTICIPATE?
All holders of record of shares of Common Stock are eligible to
participate in the Plan, 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 10). 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. MAY A PARTICIPANT ELECT FULL OR PARTIAL REINVESTMENT OF SHARES?
Yes. A participant may elect to reinvest cash dividends paid on
all or a portion of the shares of Common Stock held of record by the
participant in the Plan or credited to the participant's account under the
Plan, by designating the participant's election on the Authorization Form
(see Question 10). Participants electing partial reinvestment of cash
dividends must designate the number of whole shares for which they want to
receive cash dividends. Dividends paid on all other shares held of record
by the participant and all shares credited to the participant's account
under the Plan will be reinvested in additional shares of Common Stock.
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Reinvestment levels may be changed from time to time as a
participant desires by submitting a new Authorization Form to the Agent.
To be effective with respect to a particular dividend record date, any such
change must be received by the Agent before such dividend record date.
(see Question 8).
If a participant specifies full reinvestment, cash dividends paid
on shares of Common Stock held of record by the participant in the Plan and
all shares credited to the participant's account under the Plan will be
reinvested in additional shares of Common Stock. If a participant
specifies partial reinvestment, that portion of such dividend payment not
being reinvested will be sent to the participant by check or direct deposit
in the usual manner.
6. 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 10). 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.
7. 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 32).
8. WHEN WILL INVESTMENT OF DIVIDENDS START?
The record dates for determining the record holders of Common
Stock entitled to receive cash 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
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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 next ensuing dividend. Dividend record dates will vary from time to
time, and may be chosen in months other than March, June, September, and
December of each year. A shareholder can minimize the possibility of
missing a desired entry date by delivering an Authorization Form to the
Agent before the first day of the record date month in which the
shareholder desires to commence participation in the Plan.
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.
9. 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 24 and 25 for information
concerning withdrawal from the Plan.)
10. WHAT DOES THE AUTHORIZATION FORM PROVIDE?
The Authorization Form directs the Agent to apply the
participating shareholder's cash dividends on all or a portion of the
shares of Common Stock of the Corporation registered in the participant's
own name and the shares credited to the participant's account under the
Plan, to the purchase of shares of Common Stock under the Plan.
Participants electing partial reinvestment of cash dividends must designate
in the Authorization Form the number of whole shares for which they want to
receive cash dividends. (see Question 5).
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.
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11. MAY A PARTICIPANT ELECT TO MAKE OPTIONAL CASH PAYMENTS UNDER THE
PLAN?
Yes. Participants in the Plan may invest in shares of Common
Stock under the Plan by making optional cash payments ("Supplemental
Investments"). The minimum Supplemental Investment is $100 per cash
payment, and a participant's total Supplemental Investments may not exceed
$2,500 per calendar quarter (any three-month period ending March 31, June
30, September 30 or December 31).
Shares of Common Stock purchased with Supplemental Investments
will be purchased at 100% of the high bid quotation for the shares of
Common Stock of the Corporation as reported by the NASDAQ Bulletin Board on
the applicable Investment Date (see Question 12), or as otherwise provided
in the Plan.
Supplemental Investments must be received by the Agent no later
than three business days prior to an Investment Date to be invested on the
Investment Date (see Question 12). Otherwise, the Supplemental Investment
will be held by the Agent and invested on the next Investment Date (see
Question 15). As in the case of purchases of Common Stock made through the
reinvestment of cash dividends, participants will not incur any brokerage
commissions or service charges in connection with shares purchased with
Supplemental Investments. Shares of Common Stock purchased with
Supplemental Investments will be held, and the dividends from such shares
will be reinvested, in the same manner as all other shares purchased
through the Plan.
A shareholder may make an initial Supplemental Investment by
enclosing a check or money order (in a minimum amount of $100) with the
Authorization Form when enrolling. Thereafter, Supplemental Investments
may be made by forwarding a check or money order (in a minimum amount of
$100) to the Agent together with a payment form which will accompany each
statement of account. All checks and money orders for Supplemental
Investments should be made payable to "Bank of Alma, Agent for the
Firstbank Corporation Dividend Reinvestment Plan." Participants in the
Plan have no obligation to make Supplemental Investments, and may cease or
resume making Supplemental Investments at any time.
NO INTEREST WILL BE PAID ON AMOUNTS HELD PENDING SUPPLEMENTAL
INVESTMENTS. Investors should transmit Supplemental Investments so as to
reach the Agent shortly (but not less than three business days) before an
Investment Date.
Supplemental Investments received by the Agent will be
transmitted to a segregated escrow account for the benefit of the
participants. The escrow account will not be subject to any liens, or
creditor claims, any bankruptcy proceedings if the Corporation files for
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bankruptcy, or any other claims against the Corporation. Such Supplemental
Investments will be transmitted to the escrow account by the opening of
business on the next business day if the funds are received before noon,
and by noon of the next business day if the funds are received after noon.
If shares of Common Stock are not purchased within 35 days of the
receipt of a Supplemental Investment, the Bank will mail to each
participant a check in the amount of any such unapplied Supplemental
Investments, without interest (see Question 15).
Any Supplemental Investment will be refunded if a written request
for a refund is received by the Agent no later than 48 hours prior to the
Investment Date on which the Supplemental Investment would otherwise be
invested. However, no refund of a check or money order will be made until
the funds have been actually received by the Agent. Accordingly, such
refunds may be delayed several weeks from the original date of the request.
12. WHEN IS THE INVESTMENT DATE?
The Plan's Investment Date is the 22nd of each calendar month or,
if the 22nd is not a day on which quotations are reported on the NASDAQ
Bulletin Board, the next day on which quotations are so reported.
COSTS
13. 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 service charge and any transfer tax (see Question 24).
PURCHASES
14. WHEN ARE PAYMENTS FOR DIVIDENDS MADE BY THE CORPORATION TO THE
AGENT?
As and when dividends are paid on the Common Stock, the
Corporation will promptly pay to the Agent all dividends payable in respect
of the shares of Common Stock held of record by participants in the Plan
and the shares credited to participants' accounts under the Plan for which
the participants have elected to reinvest cash dividends, subject to any
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applicable tax withholding requirements (see Question 28). If a
participant has specified partial reinvestment, that portion of such
dividend payment not being reinvested will be sent to the participant by
check or direct deposit in the usual manner.
15. HOW WILL SHARES BE PURCHASED UNDER THE PLAN?
On each Investment Date, the Corporation will make shares of
Common Stock available for purchase under the Plan from its authorized but
unissued shares ("Additional Shares"). Alternatively, the Corporation may
choose, in its sole discretion, that shares of Common Stock to be purchased
under the Plan will be purchased in the open market. To the extent the
Corporation is making Additional Shares available for purchase under the
Plan, the Agent will purchase such Additional Shares 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 available
for such purposes at any time and from time to time.
If at any time the Corporation determines not to make Additional
Shares available for purchase under the Plan and the Agent is unable to
purchase shares of Common Stock in the open market (by reason of the
operation of applicable laws, the closing of the securities markets or any
other temporary curtailment or suspension of open market purchases),
neither the Corporation nor the Agent shall have any liability to any
participant arising out of the inability to make purchases at such time.
Notwithstanding the foregoing, if shares of Common Stock are not purchased:
(i) within 30 days after a dividend payment date; or (ii) within 35 days of
the receipt of a Supplemental Investment, the Agent will mail to each
participant a check in the amount of any such unapplied cash dividends and
Supplemental Investments, without interest.
16. 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 will be 95% (with respect to
shares of Common Stock purchased with reinvested cash dividends) or 100%
(with respect to shares of Common Stock purchased with Supplemental
Investments) of the high bid quotation for the Common Stock as reported by
the NASDAQ Bulletin Board on the Investment Date. If the NASDAQ Bulletin
Board does not report the high bid quotation for the Common Stock on the
Investment Date, and another publicly available system reports the high bid
quotation for the Common Stock on the Investment Date, the price of shares
of Common Stock purchased from the Corporation for participants in the Plan
will be 95% (with respect to shares of Common Stock purchased with
reinvested cash dividends) or 100% (with respect to shares of Common Stock
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purchased with Supplemental Investments) of the high bid quotation for the
Common Stock as reported by such other publicly available reporting system
on the Investment Date.
If in the future transactions of the Corporation's Common Stock
become reported on The NASDAQ Stock Market, the price of shares of Common
Stock purchased from the Corporation for participants in the Plan will be
95% (with respect to shares of Common Stock purchased with reinvested cash
dividends) or 100% (with respect to Shares of Common Stock purchased with
Supplemental Investments) 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 The NASDAQ Stock Market for the Investment 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%
(with respect to shares of Common Stock purchased with reinvested cash
dividends) or 100% (with respect to shares of Common Stock purchased with
Supplemental Investments) 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% (with respect to shares of Common Stock
purchased with reinvested cash dividends) or 100% (with respect to shares
of Common Stock purchased with Supplemental Investments) 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.
To the extent the Corporation is not then making Additional
Shares available for purchase under the Plan (see Question 15), the Agent
will purchase shares of Common Stock in the open market. The price of
shares of Common Stock purchased by the Agent in the open market for
participants in the Plan will be 95% (with respect to shares of Common
Stock purchased with reinvested cash dividends) or 100% (with respect to
shares of Common Stock purchased with Supplemental Investments) of the open
market purchase price for such shares.
17. HOW MANY SHARES WILL BE PURCHASED FOR PARTICIPANTS?
Shares of Common Stock purchased by the Agent on behalf of each
participant in the Plan with reinvested dividends and Supplemental
Investments will be allocated by the Agent to the accounts of each
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participant in the Plan. The number of shares that will be purchased for
each participant on any Investment Date will depend on the amount of the
participant's dividends and Supplemental Investments (if any) 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
18. 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
19. 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 a participant's account. If a participant has
requested partial reinvestment, that portion of such dividend payment not
being reinvested will be sent to the participant by check or direct deposit
in the usual manner.
CERTIFICATES FOR SHARES
20. 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.
-12-
<PAGE> 16
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.
21. 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 20).
22. 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.
23. 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
24. 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. All
certificates or cash payments described below will be sent to the
withdrawing participant within 30 days from the Bank's receipt of such
notice of withdrawal.
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 25).
-13-
<PAGE> 17
Upon withdrawal from the Plan, the participant may, if the
participant desires, also request that all of the shares credited to the
participant's account be sold by the Agent. If such sale is requested, the
Agent will place a sale order for all whole shares, as promptly as possible
after the processing of the request for withdrawal, for the account of the
participant through an independent broker designated by the Agent. On the
first Investment Date following the Agent's receipt of the participant's
notice of withdrawal and request for sale, the participant will receive
from the Agent a check for the proceeds of the sale less a $50 fee to cover
administrative costs and any transfer tax.
25. 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 high bid quotation for the shares of Common
Stock of the Corporation as reported on the NASDAQ Bulletin Board on the
next business day that the Corporation's Common Stock is so reported
following the day the notice of withdrawal is received by the Agent.
OTHER INFORMATION
26. 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 20).
27. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT MEETINGS OF
SHAREHOLDERS?
For each meeting of shareholders, the participant will receive a
proxy which will enable the participant to vote shares registered in the
participant's name as well as shares credited to the participant's Plan
account. If the proxy card is returned properly signed and marked for
voting, all of such whole shares will be voted as marked. The total number
of whole shares held may also be voted in person at a meeting.
-14-
<PAGE> 18
If no instructions are received on a properly signed returned
proxy card with respect to any item thereon, all of a participant's shares-
- - -those registered in the participant's name and those credited to the
participant's account under the Plan--will be voted in accordance with the
recommendations of the Corporation's management, just as for non-
participating shareholders who return proxies and do not provide
instructions. If the proxy card is not returned or if it is returned
unsigned, none of the participant's shares will be voted unless the
participant votes in person.
28. 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 each
Investment Date which includes the payment of dividends, 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 service charges by
the Corporation in connection with the purchase of shares in the open
market will be treated as additional 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
-15-
<PAGE> 19
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.
Information for income tax purposes for participants in the Plan
will be printed on the participant's statement of account.
29. 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.
30. 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.
31. 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.
32. WHERE SHOULD CORRESPONDENCE REGARDING THE PLAN BE DIRECTED?
All correspondence regarding the Plan should be addressed to:
-16-
<PAGE> 20
Bank of Alma, Agent
Firstbank Corporation Dividend
Reinvestment Plan
311 Woodworth Avenue
Alma, Michigan 48801
Attention: Secretary
(517) 463-3131
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.
-17-
<PAGE> 21
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.
-18-
<PAGE> 22
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 . . . . . . . . . . . . . $1,000.00
Legal Fees and Expenses. . . . . . . . . . 3,000.00
Printing Fees and Expenses . . . . . . . . 600.00
Miscellaneous Expenses . . . . . . . . . . 500.00
TOTAL $5,100.00
</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
-19-
<PAGE> 23
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.
-20-
<PAGE> 24
ITEM 16. EXHIBITS
EXHIBIT NUMBER DESCRIPTION
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 CROWE, CHIZEK AND COMPANY LLP.
(b) CONSENT OF COUNSEL (contained in Exhibit 5).
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.
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
-21-
<PAGE> 25
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.
-22-
<PAGE> 26
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 October 28, 1996.
FIRSTBANK CORPORATION
By /S/ MARY D. DECI
Mary D. Deci
Vice President, Secretary and
Treasurer
-23-
<PAGE> 27
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.
DATE NAME AND TITLE
October 28, 1996 /S/ MARY D. DECI
Mary D. Deci
Vice President, Secretary and Treasurer
(Principal financial and accounting
officer)
October 28, 1996 /S/ WILLIAM E. GOGGIN
William E. Goggin
Director
October 28, 1996 /S/ EDWARD B. GRANT
Edward B. Grant
Director
October 28, 1996 /S/ CHARLES W. JENNINGS
Charles W. Jennings
Director
October 28, 1996 /S/ JOHN A. MCCORMACK
John A. McCormack
President, Chief Executive Officer and
Director
(Principal executive officer)
-24-
<PAGE> 28
October 28, 1996 /S/ PHILLIP G. PEASLEY
Phillip G. Peasley
Director
October 28, 1996 /S/ DAVID D. ROSLUND
David D. Roslund
Director
-25-
<PAGE> 29
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
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 CROWE, CHIZEK AND COMPANY LLP.
(b) CONSENT OF COUNSEL (see Exhibit 5).
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.
-26-
<PAGE> 1
EXHIBIT 5
WARNER NORCROSS & JUDD LLP
ATTORNEYS AT LAW
900 OLD KENT BUILDING
111 LYON STREET, N.W.
GRAND RAPIDS, MICHIGAN 49503-2489
TELEPHONE (616) 752-2000
FAX (616) 752-2500
October 30, 1996
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 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 actions 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 will be legally issued, 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/ Shane B. Hansen
Shane B. Hansen
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
of Firstbank Corporation on Form S-3, including the Prospectus for the
Firstbank Corporation Dividend Reinvestment Plan, of our report dated
January 19, 1996 on the 1995 consolidated financial statements of
Firstbank Corporation, which report is included in the 1995 Annual Report
on Form 10-K of Firstbank Corporation.
/s/ Crowe, Chizek and Company LLP
Crowe, Chizek and Company LLP
Grand Rapids, Michigan
October 28, 1996
<PAGE> 1
EXHIBIT 99(a)
FIRSTBANK CORPORATION
DIVIDEND REINVESTMENT PLAN
AUTHORIZATION FORM
1. DIVIDEND REINVESTMENT.
FOR CURRENT SHAREHOLDERS ONLY
Full Reinvestment
[ ] I would like to reinvest cash dividends paid on ALL of the
shares of Common Stock held of record by me in the Plan or credited to my
account under the Plan, for the purchase of additional shares of Common
Stock.
Partial Reinvestment
[ ] I would like to receive cash dividends paid on _______ whole
shares of Common Stock held of record by me in the Plan or credited to my
account. I acknowledge that dividends paid on all other shares of Common
Stock held of record by me in the Plan or credited to my account under the
Plan will be reinvested for the purchase of additional shares of Common
Stock.
2. INITIAL SUPPLEMENTAl INVESTMENT (Optional).
FOR CURRENT PLAN PARTICIPANTS
[ ] Enclosed is my check or money order for $______ ($100
minimum, $2,500 maximum) payable to "Bank of Alma, Agent for the Firstbank
Corporation Dividend Reinvestment Plan" for the purchase of shares of
Firstbank Corporation Common Stock. I authorize Bank of Alma to treat the
enclosed payment as an initial Supplemental Investment to be used to
purchase shares of Common Stock as provided in the Plan. I understand that
I am not required to make Supplemental Investments now or at any other
time.
3. AUTHORIZATION.
I hereby appoint Bank of Alma as my agent under the terms and
conditions of the Firstbank Corporation Dividend Reinvestment Plan, to
receive any cash dividends that may become payable to me on all of the
shares of Firstbank Corporation Common Stock as to which this authorization
is made and to apply such dividends and any initial Supplemental
Investments to the purchase of shares as provided in the Plan.
<PAGE> 2
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 Firstbank Corporation Common Stock 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 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 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 envelope is
provided for that purpose. Signature X_____________________________
(if jointly held)
All owners of joint registration State or country (if other than the
must sign. When signing as United States) of residence
trustee, guardian, executor,
administrator, or corporate
officer, please give your full
title. ________________________________________
(if jointly held)
===========================================================================
(If beneficial owner is other than the holder of record)
<PAGE> 3
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 Bank of Alma if the state or country of
residence of the beneficial owner changes.
________________________________________
Broker or Nominee
<PAGE> 1
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 quotation for the stock as reported
by the NASDAQ Bulletin Board or as otherwise determined
under the Plan.
-- You may purchase shares with optional cash payments (minimum
$100, maximum $2,500 per calendar quarter) at 100% of the
high bid quotation for the stock as reported by the NASDAQ
Bulletin Board or as otherwise determined under the Plan.
-- There are no brokerage fees or service charges for your
purchases.
The Agent for the Plan is Bank of Alma (Firstbank Corporation
Dividend Reinvestment Plan, 311 Woodworth Avenue, Alma, Michigan 48801;
Telephone: (517) 463-3131). If you have any questions concerning the Plan,
please contact Bank of Alma.
We appreciate your interest in Firstbank Corporation.
Sincerely,
John A. McCormack
President, Chief
Executive Officer,
and Director
<PAGE> 1
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:
-- Participants in the Plan may now invest in shares of
stock under the Plan by making optional cash payments
of not less than $100 per cash payment, up to a maximum
of $2,500 per calendar quarter. The purchase price of
shares purchased with optional cash payments will be
100% high bid quotation for the stock as reported by
the NASDAQ Bulletin Board.
-- Shares will be purchased on a monthly "investment date"
with the funds received for reinvested dividends and
optional cash payments.
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 (Firstbank Corporation
Dividend Reinvestment Plan, 311 Woodworth Avenue, Alma, Michigan 48801;
Telephone: (517) 463-3131). If you have any questions concerning the
Plan, please contact Bank of Alma.
We appreciate your continued interest in Firstbank Corporation.
Sincerely,
John A. McCormack
President, Chief
Executive Officer,
and Director
<PAGE> 1
EXHIBIT 99(d)
SUMMARY BROCHURE DESCRIBING PLAN
[FIRSTBANK CORPORATION LOGO]
AUTOMATIC DIVIDEND REINVESTMENT
AND
SUPPLEMENTAL INVESTMENT
SHAREHOLDER BENEFITS
- You can increase your holdings - Your personal record-keeping
of Firstbank Corporation common is simplified by a detailed
stock with no brokerage fees or account statement sent to you
service charges. quarterly.
- All your purchases with rein- - You may join the Plan or ter-
vested dividends will be en- minate participation at any
titled to a five (5) percent time. This is a shareholders'
discount as described in the service which is entirely
Plan enabling you to accumulate voluntary.
shares at a savings available
only to you, our shareholders. HOW THE PLAN WORKS
- Participants in the Plan may 1. Purchases through the Plan are
make optional cash payments of offered only by means of a
not less than $100 per cash prospectus through the Corpor-
payment (up to a maximum of ation's Agent, Bank of Alma.
$2,500 per calendar quarter) It will make stock purchases
to purchase additional shares for you in accordance with the
pursuant to the Plan. Shares Plan.
purchased with optional cash
payments will not receive a 2. Once you have checked the
five (5) percent discount. appropriate reinvestment box,
completed, signed and returned
- Your increased holdings the enclosed Authorization
generate additional dividend Form, reinvestment of your
income. dividends is automatic. Bank
of Alma, as your agent, will
- Your dividends on shares held receive all dividends on the
in the Plan go directly to Bank shares indicated in the
of Alma who acts as agent under Authorization Form for both
the Plan. These dividends are the shares you hold directly
FULLY INVESTED because the Plan and those acquired for you
allows fractions of shares to through the Plan.
be credited to your account.
<PAGE> 2
Reinvested dividends will be 7. The Corporation reserves the
used to purchase Firstbank right to amend, suspend,
Corporation common stock with- modify or terminate the Plan
out commissions, at a five (5) at any time. You will receive
percent discount as described written notice of any such
in the Plan. action.
3. If the total of your dividends 8. You can vote all the shares
is not large enough to buy a held for you by Bank of Alma
full additional share, your in your Plan account. Bank of
account will be credited with Alma will forward proxy
a fractional share, computed materials and voting instruc-
to four decimal places. tions to you prior to any
shareholder meeting.
4. For your convenience Bank of
Alma will credit to your Plan
account, the shares it has HOW TO PARTICIPATE
purchased for you. However,
upon your written request, THIS BROCHURE SUMMARIZES THE
Bank of Alma will issue to you, PRINCIPAL BENEFITS AND FEATURES OF
at any time and without charge, THE PLAN. PARTICIPATION IN THE
certificates for the full PLAN IS OFFERED ONLY BY MEANS OF
shares acquired for you through A PROSPECTUS WHICH ACCOMPANIES THIS
the Plan. BROCHURE AND WHICH DESCRIBES THE
PLAN IN DETAIL. YOU SHOULD BE SURE
5. You will receive a detailed TO READ THE PROSPECTUS BEFORE YOU
statement of your account DECIDE WHETHER TO PARTICIPATE.
quarterly, showing total
dividends, shares purchased, After reading the prospectus,
and total shares held in your simply complete and sign the
name. enclosed Authorization Form and
return it in the postage-paid
6. You may terminate your par- envelope provided.
ticipation in the Plan at
any time by notifying Bank Your participation for reinvested
of Alma in writing. dividends will begin with the next
dividend payment, provided the form
Upon termination, all whole is received before the record date.
shares credited to your Authorizations received on or after
account and a cash payment for the record date will delay your
any fractional share will be participation until the following
sent to you. You may rejoin dividend.
the Plan again at any time.
If you so elect, Bank of Alma Any questions concerning the Plan
will sell your shares and or requests for copies of the
forward the proceeds, less prospectus should be addressed to:
administrative costs and
transfer taxes directly to you.
<PAGE> 3
Bank of Alma, Agent
Firstbank Corporation
Dividend Reinvestment Plan
311 Woodworth Avenue
Alma, Michigan 48801
Attention: Secretary
Telephone inquiries may be made to
the bank at (517) 463-3131.
