SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: August 8, 1997
FIRSTBANK CORPORATION
(Exact name of Registrant as specified in its charter)
Michigan 0-14209 38-2633910
(State or other (Commission File No.) (IRS Employer
Jurisdiction of Identification No.)
incorporation)
Firstbank Corporation
311 Woodworth Avenue
Alma, MI 48801
(517) 463-3131
(Address, including zip code, and telephone number
including area code of Registrant's
principal executive offices)
<PAGE>
This amendment is filed pursuant to the provisions of paragraphs (a) (4)
and (b) (2) of Item 7 of Form 8-K.
The undersigned registrant hereby amends Item 7, Financial Statements and
Exhibits, of its Current Report on Form 8-K, dated August 22, 1997 (the "Form
8-K"), as set forth in the following pages.
Pursuant to paragraphs (a) (4) and (b) (2) of Item 7 of Form 8-K, Item 7 of
the Form 8-K is hereby amended to file certain of the financial statements and
pro forma financial information required to be filed in connection with the
Merger reported in Item 2 of the Form 8-K.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired. The following financial
statements of Lakeview are filed as part of this report:
(i) The Audited Consolidated Financial Statements of Lakeview
included under the caption "LAKEVIEW FINANCIAL CORPORATION--Audited
Consolidated Financial Statements" on pages 98 through 118, inclusive,
of the Form S-4 Registration Statement of Firstbank (Registration No.
333-29693), filed with the Commission on June 20, 1997, are
incorporated herein by reference, which include:
(A) Independent Auditor's Report of Crowe, Chizek and
Company LLP, dated February 20, 1997;
(B) Consolidated Balance Sheets at December 31, 1996 and
December 31, 1995;
(C) Consolidated Statements of Income for the years ended
December 31, 1996, 1995, and 1994;
(D) Consolidated Statements of Stockholders' Equity for the
years ended December 31, 1996, 1995, and 1994;
(E) Consolidated Statements of Cash Flows for the years
ended December 31, 1996, 1995, and 1994; and
(F) Notes to Consolidated Financial Statements.
(ii) Interim financial statements for Lakeview Financial
Corporation as of June 30, 1997 as follows:
(A) Interim Balance Sheet at June 30, 1997;
-2-
<PAGE>
(B) Interim Statements of Income for the six-month periods
ended June 30, 1997 and 1996; and
(C) Interim Statements of Cash Flows for the six-month
periods ended June 30, 1997 and 1996.
(b) Pro Forma Financial Information. The following pro forma financial
statements of Firstbank are filed as part of this Report:
(i) Pro Forma Condensed Combined Financial Statements of
Firstbank Corporation as follows:
(A) Introduction to Pro Forma Condensed Combined Financial
Statements;
(B) Pro Forma Consolidated Income Statement for the year
ended December 31, 1996; and
(C) Notes to the Unaudited Pro Forma Condensed Consolidated
Financial Statements.
(ii) Interim Pro Forma financial statements of Firstbank
Corporation as follows:
(A) Pro Forma Condensed Balance Sheet at June 30, 1997; and
(B) Pro Forma Consolidated Income Statement for the
six-month period ended June 30, 1997.
(c) Exhibits. The following exhibit is furnished with or incorporated
by reference into this Current Report:
Exhibit No. Document
2.1 Agreement and Plan of Merger between Lakeview Financial
Corporation and Firstbank Corporation, dated as of April 17,
1997, as amended by Amendment No. 1 dated June 18, 1997.
Included as Appendix A to the Prospectus and Proxy
Statement, filed as part of the Form S-4 Registration
Statement of Firstbank Corporation (Registration Statement
No. 333-29693), on June 20, 1997, incorporated herein by
reference.
-3-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
FIRSTBANK CORPORATION
By /s/ Mary Deci
Mary Deci
Vice President, Treasurer, Secretary,
and Chief Financial Officer
Date: October 7, 1997
-4-
<PAGE>
EXHIBIT INDEX
Exhibit 2.1 - Agreement and Plan of Merger between Lakeview Financial
Corporation and Firstbank Corporation, dated as of April 17,
1997, as amended by Amendment No. 1 dated June 18, 1997.
Included as Appendix A to the Prospectus and Proxy
Statement, filed as part of the Form S-4 Registration
Statement of Firstbank Corporation (Registration Statement
No. 333-29693), on June 20, 1997, incorporated herein by
reference.
<PAGE>
LAKEVIEW FINANCIAL CORPORATION
CONSOLIDATED BALANCE SHEET
JUNE 30, 1997
<TABLE>
<S> <C>
ASSETS
Cash and due from banks .................................... $ 4,152,700
-----------
Total cash and cash equivalents .................. 4,152,700
Securities available for sale .............................. 13,261,204
Loans, net ................................................. 66,833,497
Premises and equipment ..................................... 1,956,906
Interest receivable ........................................ 686,659
Other assets ............................................... 1,386,648
-----------
TOTAL ASSETS ............................................... $88,277,614
===========
LIABILITIES
Deposits ................................................... $75,540,359
Other borrowings ........................................... 2,250,000
Accrued interest and other liabilities ..................... $ 1,489,634
-----------
Total liabilities ................................ 79,279,993
ESOP securities ............................................ 238,896
SHAREHOLDERS' EQUITY
Common stock ............................................... 2,195,996
Additional paid in capital ................................. 941,699
Retained earnings .......................................... 5,441,576
Unrealized gain on available for sale securities............ 179,454
-----------
Total shareholders' equity ....................... 8,758,725
-----------
TOTAL LIABILITIES AND ...................................... $88,277,614
SHAREHOLDERS' EQUITY
===========
</TABLE>
<PAGE>
LAKEVIEW FINANCIAL CORPORATION
CONSOLIDATED STATEMENT OF INCOME
FOR THE SIX MONTHS ENDING JUNE 30, 1997 AND 1996
<TABLE>
June 30, June 30,
1997 1996
------------- -----------
<S> <C> <C>
Interest income:
Interest and fees on loans ................... $3,145,604 $2,802,178
Investment securities ........................ 469,465 544,603
Short term investments ....................... 3,569 17,326
---------- ----------
Total interest income ................ 3,618,638 3,364,107
Interest expense .............................. 1,558,475 1,464,462
---------- ----------
Net interest income .................. 2,060,163 1,899,645
Provision for loan losses .................. 120,000 40,000
---------- ----------
Net interest income after
provision for loan losses .......... 1,940,163 1,859,645
Noninterest income ............................ 254,130 371,571
Noninterest expense:
Salaries and Employee Benefits ............... 755,138 859,474
Occupancy .................................... 280,389 293,424
Other ........................................ 550,014 532,400
---------- ----------
Noninterest expense .................. 1,585,541 1,685,298
Income before federal income taxes ............ 608,752 545,918
Federal income taxes .......................... 167,210 137,556
---------- ----------
NET INCOME ................. $ 441,542 $ 408,362
========== ==========
Per Share:
NET INCOME ................. $ 0.62 $ 0.58
========== ==========
</TABLE>
<PAGE>
LAKEVIEW FINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended June 30, 1997 and 1996
<TABLE>
1997 1996
<S> <C> <C>
OPERATING ACTIVITIES
Net income .............................................. $ 441,542 $ 408,362
Adjustments to reconcile net
income to net cash provided
by operating activities
Provision for loan losses ............................. 120,000 40,000
Depreciation of premises and equipment ................ 131,252 120,203
Net accretion of security premiums/discounts .......... (54,073) (34,738)
Gain on sale of securities ............................ (2,410) (25,052)
Amortization of goodwill and other intangibles ........ 3,000 3,000
Increase in accrued interest receivable
and other assets .................................. (37,090) (386,053)
Increase(decrease) in accrued interest
payable and other liabilities ..................... (209,513) 1,110,039
=========== ===========
NET CASH PROVIDED BY OPERATING ACTIVITIES ................. 392,708 1,235,761
INVESTING ACTIVITIES
Proceeds from sale of securities available for sale ..... 499,777 679,154
Proceeds from maturities of securities available for sale 1,027,190 1,289,232
Purchases of securities available for sale .............. (500,000) (2,862,225)
Net increase in portfolio loans ......................... (3,501,312) (3,898,562)
Net purchases of premises and equipment ................. (15,264) (83,246)
=========== ===========
NET CASH USED IN INVESTING ACTIVITIES .... (2,489,609) (4,875,647)
FINANCING ACTIVITIES
Net increase (decrease) in deposits ...................... 1,456,182 (367,706)
Increase in other borrowings ............................. 237,048 903,643
Cash proceeds from issuance of common stock .............. 258 215,214
Common stock repurchased ................................. (15,884)
Cash dividends ........................................... (131,495) (652,142)
=========== ===========
NET CASH PROVIDED BY FINANCING ACTIVITIES ..... 1,561,993 83,125
DECREASE IN CASH AND CASH EQUIVALENTS ..................... (534,908) (3,556,761)
Cash and cash equivalents at beginning of period ............ 4,687,608 7,166,891
=========== ===========
CASH AND CASH EQUIVALENTS AT END OF PERIOD ......... $ 4,152,700 $ 3,610,130
=========== ===========
Supplemental Disclosure
Interest Paid ........................................... $ 1,517,509 $ 1,460,739
Income Taxes Paid ....................................... $ 187,500 $ 125,000
</TABLE>
<PAGE>
UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS
FIRSTBANK CORPORATION AND LAKEVIEW FINANCIAL CORPORATION
The shareholders of Lakeview Financial Corporation approved the merger of
Lakeview Financial Corporation and Firstbank Corporation at their shareholders'
meeting on August 7, 1997. The merger, which occurred as of 5 P.M. on August 8,
1997, dissolved Lakeview Financial Corporation and established Bank of Lakeview
as a wholly owned subsidiary of Firstbank Corporation.
The following unaudited pro forma condensed balance sheet as of June 30, 1997
and the pro forma condensed consolidated statements of income for the six months
ended June 30, 1997 and for the year ended December 31, 1996, give effect to the
acquisition of Lakeview Financial Corporation based on the historical
consolidated financial statements of Firstbank Corporation and Lakeview
Financial Corporation and their subsidiaries under the assumptions and
adjustments set forth below and in the accompanying notes to the pro forma
financial statements.
The acquisition of Lakeview Financial Corporation will be accounted for as a
purchase transaction and, therefore, is included in the pro forma condensed
balance sheet as of June 30, 1997 as if the transaction had become effective on
such date. The acquisition of Lakeview Financial Corporation is also reflected
in the pro forma consolidated statements of income for the six months ended June
30, 1997 and for the year ended December 31, 1996, as if the transaction had
become effective at the beginning of the periods presented, giving effect to the
pro forma adjustments described therein. The purchase accounting adjustments
reflected in the pro forma financial statements are based on management
estimates of the fair value of Lakeview Financial Corporation assets and
liabilities.
The pro forma financial statements have been prepared by the management of
Firstbank Corporation and Lakeview Financial Corporation based upon their
respective consolidated financial statements. These pro forma financial
statements may not be indicative of the results that actually would have
occurred if the acquisition of Lakeview Financial Corporation had been in effect
on the dates indicated or which may be obtained in the future.
<PAGE>
FIRSTBANK CORPORATION
PRO FORMA INCOME STATEMENT
FOR THE TWELVE MONTHS ENDING DECEMBER 31, 1996
<TABLE>
Firstbank Lakeview Financial Acquisition Pro Forma
Corporation Corporation Adjustments Consolidated
<S> <C> <C> <C> <C>
Interest income:
Interest and fees on loans ........ $ 27,402,391 $ 6,033,608 $ 33,435,999
Investment securities ............. 3,438,354 1,139,365 4,577,719
Short term investments ............ 175,064 0 (39,000) 5 136,064
============ ============ ============ ============
Total interest income ..... 31,015,809 7,172,973 (39,000) 38,149,782
Interest expense:
Deposits .......................... 12,581,008 2,970,068 15,551,076
Notes payble and other ............ 699,718 71,107 770,825
============ ============ ============ ============
Total interest expense .... 13,280,726 3,041,175 16,321,901
Net interest income ....... 17,735,083 4,131,798 (39,000) 21,827,881
Provision for loan losses ....... 1,838,000 180,000 2,018,000
============ ============ ============ ============
Net interest income after
provision for loan losses 15,897,083 3,951,798 (39,000) 19,809,881
Noninterest income ................. 3,297,356 583,535 3,880,891
Noninterest expense ................ 12,790,051 3,333,463 50,000 6 16,505,514
121,000 7
211,000 8
============ ============ ============ ============
382,000
Income before federal income taxes 6,404,388 1,201,870 (421,000) 7,185,258
(13,000) 9
Federal income taxes ............... 1,761,000 317,897 (58,000) 10 2,007,897
============ ============ ============ ============
NET INCOME ................ $ 4,643,388 $ 883,973 (350,000) $ 5,177,361
============ =========== ============ ============
Per Share:
NET INCOME ................ $ 2.86 $ 1.28 $ 2.56
============ ============ ============
Average shares outstanding .......... 1,621,652 693,178 2,019,759
</TABLE>
<PAGE>
NOTES TO THE UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
The accompanying pro forma financial statements reflect the merger of Lakeview
Financial Corporation into Firstbank Corporation using the purchase method of
accounting. The purchase price is based on a fixed exchange ratio of .5839
shares of Firstbank Corporation stock for each share of Lakeview Financial
Corporation stock. The value of the merger is approximately $17,069,000.
Shareholders of Lakeview Financial Corporation could elect to exchange their
shares for shares of Firstbank Corporation stock or cash, as long as the total
cash consideration did not exceed 35% of the merger value. Cash elections of
approximately 1% of Lakeview Financial Corporation shares and 36% of options
were received prior to the merger.
STOCK EXCHANGE
LFC shares outstanding 657,484
Conversion ratio .5839
FBC stock equivalent 383,905
Sale price 41.23
Total value $15,828,000
98.7% Stock $15,617,000
1.3% Cash 211,000
OPTION EXCHANGE
Incentive and Nonqualified Stock Options
LFC options outstanding 112,031
Conversion ratio .2644
FBC stock equivalent 29,621
Sale price 41.23
Total value $1,221,000
64.1% Stock 781,000
35.9% Cash 440,000
Employee Stock Options
LFC options outstanding 1,487
Conversion ratio .3321
FBC stock equivalent 494
Sale price 41.23
Total value $20,000
77.9% Stock 16,000
22.1% Cash 4,000
Total purchase price $17,069,000
Estimated ending Firstbank Corporation Common Stock:
Shares prior to merger at June 30, 1997 1,642,334
Shares issued pursuant to merger 398,107
2,040,441
<PAGE>
Of the total excess of cost over shareholders' equity of approximately
$8,013,000, fixed assets will be adjusted $4,000,000. Land and building values
will each be increased $2,000,000 with the building depreciation recognized over
40 years. As the difference between estimated market value and book value of
Lakeview Financial Corporation's loans and deposits at June 30, 1997 is
insignificant, no purchase accounting adjustments are made for these assets and
liabilities. An additional $1,822,000 will be recognized as core deposit
intangibles with the remainder of the excess classified as goodwill. Goodwill
will be amortized straight line over 20 years, and core deposit intangibles will
be amortized over 15 years.
(1) To record the purchase of Lakeview Financial Corporation.
(2) To eliminate the investment in Lakeview Financial Corporation, Lakeview
Financial Corporation shareholders' equity, record the revaluation of buildings
and land, and record intangibles.
(3) To record deferred tax on revaluation of fixed assets and core deposit
intangibles as these are not deductible for tax purposes.
(4) To eliminate ESOP securities.
(5) Reduction of short term investment income from cash paid in acquisition.
$655,000 at 6%
39,000 lost income - year
20,000 lost income - six months
(6) Depreciation on market value adjustment of buildings.
$2,000,000/40=50,000 yearly expense
25,000 six month expense
(7) Core deposit amortization
$1,822,000/15=$121,000 per year
$ 61,000 per six months
(8) Goodwill amortization
$4,229,000/20=211,000 per year
106,000 per six months
(9) Federal income tax benefit at 34% for reduction in short term investment
income
$39,000 * 34% = 13,000 per year
20,000 * 34% = 7,000 per six months
(10) Deferred tax debit for items excludable from federal income tax calculation
<TABLE>
Year Six Months
<S> <C> <C>
Core deposit amortization 121,000 61,000
Depreciation on market
value adjustment 50,000 25,000
------ ------
Total 171,000 86,000
Tax rate 34%-deferred tax 58,000 29,000
</TABLE>
<PAGE>
FIRSTBANK CORPORATION
PRO FORMA BALANCE SHEET
JUNE 30,1997
<TABLE>
Firstbank Lakeview Financial Acquisition Pro Forma
Corporation Corporation Adjustments Consolidated
<S> <C> <C> <C> <C>
ASSETS
Cash and due from banks .................. $ 21,148,119 $ 4,152,700 ($ 655,000) 1 $ 24,645,819
Short term investments ................... 2,532,685 2,532,685
============= ============= ============= =============
Total cash and cash equivalents . 23,680,804 4,152,700 (655,000) 27,178,504
Securities available for sale ............ 63,872,770 13,636,403 77,509,173
Loans, net ............................... 322,219,633 66,833,497 389,053,130
Premises and equipment ................... 8,106,091 1,956,906 4,000,000 2 14,062,997
Investment in subsidiary ................. 17,069,000 1 0
(17,069,000) 2
Goodwill ................................. 2,413,952 20,871 2,249,379 2 6,663,202
1,979,000 3
Core deposit intangibles ................. 994,854 1,822,000 2 2,816,854
Other assets ............................. 6,733,301 1,677,237 8,410,538
============= ============= ============= =============
TOTAL ASSETS .............................. $ 428,021,405 $ 88,277,614 $ 9,395,379 $ 525,694,398
============= ============= ============= =============
LIABILITIES
Deposits ................................. $ 364,800,724 $ 75,540,359 $ 440,341,083
Securities sold under agreements to
repurchase and overnight borrowings ... 20,649,161 250,000 20,899,161
Notes payable ............................ 3,040,465 2,000,000 5,040,465
Accrued interest and other liabilities ... 4,473,681 1,489,634 $ 1,979,000 3 7,942,315
============= ============= ============= =============
Total liabilities ............... 392,964,031 79,279,993 1,979,000 474,223,024
ESOP securities .......................... 238,896 (238,896) 4 0
SHAREHOLDERS' EQUITY
Preferred stock
Common stock ............................. 24,686,360 2,195,996 16,414,000 1 41,100,360
(2,229,242) 2
33,246
Additional paid in capital ............... 941,699 (1,147,349) 2 0
205,650 4
Retained earnings ........................ 9,961,679 5,441,576 (5,441,576) 2 9,961,679
Unrealized gain on available for
sale securities ........................... 409,335 179,454 (179,454) 2 409,335
============= ============= ============= =============
Total shareholders' equity ...... 35,057,374 8,758,725 7,655,275 51,471,374
============= ============= ============= =============
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 428,021,405 $ 88,277,614 $ 9,395,379 $ 525,694,398
============= ============= ============= =============
</TABLE>
<PAGE>
FIRSTBANK CORPORATION
PRO FORMA INCOME STATEMENT
FOR THE SIX MONTHS ENDING JUNE 30, 1997
<TABLE>
Firstbank Lakeview Financial Acquisition Pro Forma
Corporation Corporation Adjustments Consolidated
<S> <C> <C> <C> <C>
Interest income:
Interest and fees on loans $14,939,630 $3,145,604 $18,085,234
Investment securities 1,823,746 469,465 2,293,211
Short term investments 99,349 3,569 (20,000) 5 82,918
============== ============== ============ ===========
Total interest income 16,862,725 3,618,638 (20,000) 20,461,363
Interest expense:
Deposits 7,081,086 1,512,727 8,593,813
Notes payble and other 336,568 45,748 382,316
============== ============== ============ ===========
Total interest expense 7,417,654 1,558,475 8,976,129
Net interest income 9,445,071 2,060,163 (20,000) 11,485,234
Provision for loan losses 713,000 120,000 833,000
============= ============== ============ ===========
Net interest income after
provision for loan losses 8,732,071 1,940,163 (20,000) 10,652,234
Noninterest income 1,567,397 254,130 1,821,527
Noninterest expense 6,907,330 1,585,541 25,000 6 8,684,871
61,000 7
106,000 8
============= ============== ============ ===========
192,000
Income before federal income taxes 3,392,138 608,752 (212,000) 3,788,890
(7,000) 9
Federal income taxes 943,000 167,210 (29,000) 10 1,074,210
============= ============== ============ ===========
NET INCOME $2,449,138 $441,542 ($176,000) $2,714,680
============= ============== ============ ===========
Per Share:
NET INCOME $1.50 $0.62 $1.34
============= ============== ===========
Average shares outstanding 1,634,103 708,902 2,032,210
</TABLE>
