<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transaction period from ______ to _______.
Commission file number: 0-14209
FIRSTBANK CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 38-2633910
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification
Number)
311 Woodworth Avenue, Alma, Michigan 48801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (517) 463-3131
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Sections 13 or 15 (d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to filing requirements for the past 90 days. [X] Yes [ ] No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common stock . . . 1,635,234 shares outstanding as of April 30, 1997.
<PAGE>
<PAGE>
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (UNAUDITED)
Consolidated balance sheets . . . . March 31, 1997 and
December 31, 1996. page 3
Consolidated statements of income . . . . three months ended
March 31, 1997, and March 31, 1996. page 4
Consolidated statements of changes in shareholders' equity page 5
Consolidated statements of cash flows . . . . three months
ended March 31, 1997, and March 31, 1996. page 6
Notes to consolidated financial statements. . . .March 31, 1997. page 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations. page 10
PART II. OTHER INFORMATION
Item 2. Changes in Securities page 12
Item 4. Submission of Matters to a Vote of Security Holders page 12
Item 6. Exhibits and Reports on Form 8-K page 13
SIGNATURES page 14
EXHIBITS
Exhibit 3(i) -- Articles of Incorporation
Exhibit 27 -- Financial Data Schedule
Page 2 of 20<PAGE>
<PAGE>
<TABLE>
FIRSTBANK CORPORATION
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 1997, AND DECEMBER 31, 1996
(UNAUDITED)
<CAPTION>
MARCH 31, DECEMBER 31,
1996 1995
--------- ------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 18,048,821 $ 19,430,993
Short term investments 3,578,372 1,797,479
-------------- -------------
Total cash and cash equivalents 21,627,193 21,228,472
Securities available for sale 63,888,831 57,561,141
Loans
Loans held for sale 6,357,329 6,755,863
Portfolio Loans
Commercial 125,815,874 121,945,076
Real estate mortgage, portfolio 117,139,889 115,849,643
Consumer 69,259,482 69,080,989
-------------- -------------
Total loans 318,572,574 313,631,571
Less allowance for loan losses (6,429,000) (6,247,000)
-------------- -------------
Net loans 312,143,574 307,384,571
Premises and equipment, net 8,106,820 8,218,954
Acquisition intangibles 3,603,319 3,847,832
Accrued interest receivable 2,722,702 2,236,870
Other assets 4,222,268 4,093,102
TOTAL ASSETS $ 416,314,707 $ 404,570,942
============== =============
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Deposits:
Noninterest bearing accounts $ 45,314,836 $ 47,752,360
Interest bearing accounts:
Demand 83,519,810 86,768,530
Savings 60,131,646 59,391,775
Time 175,265,669 164,756,724
-------------- -------------
Total deposits 364,231,961 358,669,389
Securities sold under agreements to
repurchase and overnight
borrowings 11,490,411 6,832,592
Notes payable 4,643,504 3,741,861
-------------- -------------
Page 3 of 20
<PAGE>
Accrued interest and other liabilities 4,643,504 3,741,861
-------------- -------------
Total liabilities 382,592,341 371,482,881
SHAREHOLDERS' EQUITY
Preferred stock; no par value, 300,000
shares authorized, none issued
Common stock; 2,500,000 shares
authorized, 1,633,234 shares
issued and outstanding (1,619,986
in March 1997 and 1,627,843 in
December 1996) 24,403,638 24,228,132
Retained earnings 9,165,228 8,296,590
Unrealized gain (loss) on available for
sale securities 153,500 563,339
-------------- -------------
Total shareholders' equity 33,722,366 33,088,061
-------------- -------------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $ 416,314,707 $ 404,570,942
============== =============
</TABLE>
See notes to consolidated financial statements
Page 4 of 20<PAGE>
<PAGE>
<TABLE>
FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
MARCH 31, 1997 AND 1996
(UNAUDITED)
<CAPTION>
THREE MONTHS
ENDED MARCH 31,
1997 1996
------------ --------------
<S> <C> <C>
Interest income:
Interest and fees on loans $ 7,274,784 $ 6,407,519
Investment securities
Taxable 503,211 512,346
Exempt from Federal Income Tax 366,523 385,718
Short term investments 68,774 52,157
Total interest income 8,213,292 7,357,740
Interest expense:
Deposits 3,482,290 3,103,316
Notes payable and other 140,426 149,174
Total interest expense 3,622,716 3,252,490
Net interest income 4,590,576 4,105,250
Provision for loan losses 251,000 297,000
Net interest income after
provision for loan losses 4,339,576 3,808,250
Noninterest income:
Gain on sale of mortgage loans 118,239 154,491
Service charges on deposit accounts 254,584 235,685
Trust fees 56,844 52,129
Gain on sale of securities 0 888
Other 318,259 332,336
Total noninterest income 747,926 775,529
Noninterest expense:
Salaries and employee benefits 1,742,702 1,611,847
Occupancy 474,180 494,263
FDIC Insurance premium (8,338) 21,814
Michigan Single Business Tax 95,500 81,200
Other 1,081,446 944,108
Total noninterest expense 3,385,490 3,153,232
Income before federal income taxes 1,702,012 1,430,547
Federal income taxes 475,000 377,000
------------ ------------
NET INCOME $ 1,227,012 $ 1,053,547
============ ============
Page 5 of 20
<PAGE>
Per Share:
NET INCOME $ 0.75 $ 0.65
============ ============
DIVIDENDS $ 0.22 $ 0.17
============ ============
</TABLE>
See notes to the consolidated financial statements.
Page 6 of 20
<PAGE>
<TABLE>
FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
<CAPTION>
NET UNREALIZED
APPRECIATION
(DEPRECIATION) ON
(IN THOUSANDS) COMMON RETAINED AVAILABLE FOR SALE
STOCK EARNINGS SECURITIES TOTAL
------------ -------- --------------- ----------
<S> <C> <C> <C> <C>
BALANCES AT DECEMBER 31, 1995 $ 21,355,293 $ 7,583,783 $ 913,577 $29,852,653
Cash dividends - $.80 per share (1,297,400) (1,297,400)
5% stock dividend - 77,060 shares 2,620,039 (2,633,181) (13,142)
Issuance of 2,128 shares of common stock
through exercise of stock options 46,947 46,947
Issuance of 4,870 shares of common stock
through dividend reinvestment plan 144,063 144,063
Issuance of 1,831 shares of common stock
through supplemental purchase under
dividend reinvestment plan 61,790 61,790
Net change in unrealized appreciation
(depreciation) on available for
sale securities (350,238) (350,238)
Net income for 1996 4,643,388 4,643,388
------------ ----------- --------- -----------
BALANCES AT DECEMBER 31, 1996 24,228,132 8,296,590 563,339 33,088,061
Cash dividends - $.22 per share (358,374) (358,374)
Issuance of 1,262 shares of common stock 30,708 30,708
through exercise of stock options
Issuance of 2,514 shares of common stock 86,889 86,889
through dividend reinvestment plan
Issuance of 1,615 shares of common stock 57,909 57,909
through supplemental purchase under
dividend reinvestment plan
Net change in unrealized appreciation
(depreciation) on available for
sale securities (409,839) (409,839)
Net income year to date 1,227,012 1,227,012
------------ ----------- --------- -----------
BALANCES AT MARCH 31, 1997 $ 24,403,638 $ 9,165,228 $ 153,500 $33,722,366
============ =========== ========= ===========
</TABLE>
See notes to consolidated financial statements.
Page 7 of 20
<PAGE>
<TABLE>
FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED
MARCH 31, 1997 AND 1996
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED MARCH 31,
1997 1996
---- ----
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 1,227,012 $ 1,053,547
Adjustments to reconcile net income to net cash provided
by operating activities
Provision for loan losses 251,000 297,000
Depreciation of premises and equipment 208,473 185,739
Net amortization of security premiums/discounts 51,167 88,608
Gain on sale of securities (888)
Amortization of goodwill and other intangibles 244,513 55,736
Gain on sale of mortgage loans (118,239) (154,491)
Proceeds from sales of mortgage loans 8,694,453 9,596,749
Unrealized loss on loans held for sale 118,800 124,799
Loans originated for sale (8,177,680) (14,844,508)
Decrease (increase) in accrued interest receivable
and other assets (403,870) 118,647
Increase in accrued interest payable and other liabilities 901,643 457,902
------------- --------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 2,997,272 (3,021,160)
INVESTING ACTIVITIES
Proceeds from sale of securities available for sale 47,898
Proceeds from maturities of securities available for sale 5,444,116 2,605,293
Purchases of securities available for sale (13,480,484) (4,830,430)
Net increase in portfolio loans (4,538,691) (5,626,641)
Net purchases of premises and equipment (96,339) (172,724)
------------- --------------
NET CASH USED IN INVESTING ACTIVITIES (12,623,500) (8,024,502)
FINANCING ACTIVITIES
Net increase in deposits 5,562,572 7,887,382
Increase in securities sold under agreements
to repurchase and other short term borrowings 4,657,819 2,909,507
Reduction of note payable (12,574)
Cash proceeds from issuance of common stock 175,506 12,762
Cash dividends (358,374) (277,713)
------------- --------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 10,024,949 10,531,938
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 398,721 (513,724)
Cash and cash equivalents at beginning of period 21,228,472 16,748,740
------------- --------------
Page 8 of 20
<PAGE>
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 21,627,193 $ 16,235,016
============= ==============
Supplemental Disclosure
Interest Paid $ 3,466,411 $ 3,181,744
Income Taxes Paid $ 0 $ 75,000
</TABLE>
See notes to consolidated financial statements.
Page 9 of 20
<PAGE>
FIRSTBANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
(UNAUDITED)
NOTE A - FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three month period ended
March 31, 1997, are not necessarily indicative of the results that may
be expected for the year ended December 31, 1997. The balance sheet
at December 31, 1996, has been derived from the audited financial
statements at that date. For further information, refer to the
consolidated financial statements and footnotes thereto included in
the Corporation's annual report on Form 10-K for the year ended
December 31, 1996. Net income per share is based on the weighted
average shares outstanding for each period, 1,633,234 in 1997 and
1,619,986 in 1996.
NOTE B - SECURITIES
Individual securities held in the security portfolio are classified as
securities available for sale. Securities might be sold prior to
maturity due to changes in interest rates, prepayment risks, yield,
availability of alternate investments, liquidity needs or other
factors. As required by SFAS 115, securities classified as available
for sale are reported at their fair value and the related unrealized
holding gain or loss is reported, net of related income tax effects,
as a separate component of shareholders' equity until realized.
NOTE C - LOAN COMMITMENTS
Loan commitments (including unused lines of credit and letters of
credit) are made to accommodate the financial needs of the Banks'
customers. The commitments have credit risk essentially the same as
that involved in extending loans to customers, and are subject to the
Banks' normal credit policies and collateral requirements. Loan
commitments, which are predominately at variable rates, were
approximately $46,725,935 and $44,025,790 at March 31, 1997, and
December 31, 1996, respectively.
Page 10 of 20
<PAGE>
NOTE D - NONPERFORMING LOANS AND ALLOWANCE FOR LOAN LOSSES
NONPERFORMING LOANS AND ASSETS
The following table summarizes nonaccrual and past due loans at the
dates indicated:
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
(DOLLARS IN THOUSANDS) 1997 1996
--------- ------------
<S> <C> <C> <C>
Nonperforming loans:
Nonaccrual loans $ 199 $ 218
Loans 90 days or more past due 302 689
Renegotiated loans 141 150
--------- ---------
Total nonperforming loans $ 642 $ 1,057
========= =========
Property from defaulted loans $ 85 $ 130
========= =========
Nonperforming loans as a percent of:
Total loans .20% .34%
========= =========
Allowance for loan losses 9.99% 16.9%
========= =========
</TABLE>
ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES
The following table summarizes changes in the allowance for loan
losses arising from loans charged off, recoveries on loans previously
charged off, and additions to the allowance which have been charged to
expense.
Page 11 of 20
<PAGE>
<TABLE>
<CAPTION>
THREE THREE TWELVE
MONTHS MONTHS MONTHS
ENDED ENDED ENDED
MARCH 31, MARCH 31, DECEMBER 31,
(DOLLARS IN THOUSANDS) 1997 1996 1996
--------- --------- ------------
<S> <C> <C> <C>
Balance at beginning of period $ 6,247 $ 4,876 $ 4,876
Charge-offs (174) (113) (780)
Recoveries 105 66 313
---------- --------- ---------
Net charge-offs (67) (47) (467)
Additions to allowance for
loan losses 251 297 1,838
---------- --------- ---------
Balance at end of period $ 6,429 $ 5,126 $ 6,247
========== ========= =========
Average loans outstanding
during the period $ 315,539 $ 268,216 $ 290,181
========== ========= =========
Loans outstanding at end of period $ 318,573 $ 275,704 $ 314,620
========== ========= =========
Allowance as a percent of:
Total loans at end of period 2.02% 1.86% 1.99%
========== ========= =========
Nonperforming loans at end of
period 1,000% 951% 591%
========== ========= =========
Net charge-offs as a percent of:
Average loans outstanding .02% .07% .16%
========== ========= =========
Average Allowance for loan losses 1.06% 3.80% 8.59%
========== ========= =========
</TABLE>
Page 12 of 20
<PAGE>
NOTE E - RECLASSIFICATION
Certain 1996 amounts have been reclassified to conform to the 1997
presentation.
NOTE F - ACCOUNTING STANDARDS
In August 1996, the FASB issued Statement of Financial Accounting
Standards No. 125, ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL
ASSETS AND EXTINGUISHMENTS OF LIABILITIES. The Statement is effective
for transfers and servicing of financial assets and extinguishments of
liabilities for some transactions in 1997 and others in 1998, and is
to be applied prospectively. Example transactions covered by SFAS No.
125 include asset securitizations, repurchase agreements, wash sales,
loan participations, transfers of loans with recourse and servicing of
loans. The standard is based on a consistent application of a
financial-components approach that focuses on control. Under this
Statement, after a transfer of financial assets, an entity recognizes
the financial and servicing assets it controls and the liabilities it
has incurred, derecognizes financial assets when control has been
surrendered, and derecognizes liabilities when extinguished. The
Statement provides consistent standards for distinguishing transfers
of financial assets that are sales from transfers that are secured
borrowings. SFAS No. 125 supersedes SFAS No. 122, ACCOUNTING FOR
MORTGAGE SERVICING RIGHTS, and supersedes SFAS No. 76, EXTINGUISHMENT
OF DEBT and SFAS No. 77, REPORTING BY TRANSFERORS FOR TRANSFERS OF
RECEIVABLES WITH RECOURSE. Retroactive application is not permitted.
The Corporation has adopted SFAS 125 according to the statement's
effective dates, and its adoption has had no material impact on the
Corporation's financial position or results of operations.
Page 13 of 20
<PAGE>
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
The consolidated financial information presented is for Firstbank
Corporation ("Corporation") and its wholly owned subsidiaries, Bank of
Alma, Firstbank (Mt. Pleasant), and 1st Bank (West Branch)
(collectively, the "Banks").
FINANCIAL CONDITION
Total assets of the Corporation grew $13 million or 3.5% from December
31, 1996, to March 31, 1997. Two-thirds of this growth, over $7
million, has occurred in investment securities as the Corporation has
invested excess cash. An increase in loans of $4 million represents
the rest of this change.
The $7 million growth in investment securities represents a 13%
increase during the first three months of 1997. The Corporation had
some excess cash from a Branch acquisition which occurred in December
1996. Two million dollars of this excess was invested in short term
60-90 days instruments to be available for projected loan demand. The
remainder was placed in longer maturity instruments. In addition, the
Corporation was the successful bidder for some municipal deposits that
were invested in some short term investments. All securities are
classified as available for sale.
Fixed rate loans have experienced the majority of the growth with
commercial fixed rates loans showing the largest increase of over $3
million. The Corporation is presently experiencing comparatively low
demand for variable rate loan products.
The allowance for loan losses has increased $182,000 or 2.9% from
December 31, 1996, to March 31, 1997. The allowance is 2.02% of
outstanding loans at March 31, 1997, compared to 1.99% at December 31,
1996. Management continues to maintain the allowance for loan losses
at a level considered appropriate to absorb losses in the portfolio.
The allowance balance is established after considering past loan loss
experience, current economic conditions, volume, growth and
composition of the loan portfolio, delinquencies, and other relevant
factors.
At March 31, 1997, accrued interest receivables exceeded December 31,
1996, levels by $500,000 or 22%. Average deposits have grown $33
million or over 10% in the same time frame. The average balances for
December only included 15 days of deposits acquired through a Branch
purchase. March averages include those deposits for the entire
period. The interest accrual at this time includes a full cycle of
interest on the acquired deposits. In addition, deposit costs have
posted an 8 basis point increase during that same period.
Page 14 of 20
<PAGE>
Deposits have grown $5.6 million in the first quarter of 1997. Time
deposits have posted increases of $10.5 million, with some of the
funds generated from demand accounts in response to a certificate of
deposit promotional. The Corporation has also been successful in
bidding for municipal deposits.
Securities sold under agreements to repurchase have increased over $4
million during the first three months of 1997. Several new repurchase
accounts were established during the first quarter of 1997, with the
majority of the funds transferred from deposit accounts.
Total shareholders' equity reflects an increase of $634,000 or 1.9%
during the first quarter of 1997. Net income of $1,227,000 and stock
transactions of $175,000 increased shareholders' equity while
dividends of $358,000 and a change in net unrealized gain (loss) on
available for sale securities of $410,000 reduced shareholders'
equity. Book value per share at December 31, 1996, was $20.33
compared to $20.65 at March 31, 1997.
The following table discloses compliance with current regulatory
requirements on a consolidated basis:
<TABLE>
<CAPTION>
TIER 1 RISK-BASED
(DOLLARS IN THOUSANDS) LEVERAGE CAPITAL CAPITAL
-------- ------- ---------
<S> <C> <C> <C>
Capital balances at March 31, 1997 29,930 29,930 33,810
Required Regulatory Capital 16,154 12,315 24,630
Capital in excess of regulatory minimums 13,776 17,615 9,180
Capital ratios at March 31, 1997 7.41% 9.72% 10.98%
Regulatory capital ratios -"well capitalized"
definition 5.00% 6.00% 10.00%
Regulatory capital ratios -minimum requirement 4.00% 4.00% 8.00%
</TABLE>
RESULTS OF OPERATIONS
Net income for the first quarter of 1997 was $1,227,000, a 16.5%
increase over the $1,054,000 earned during the first three months of
1996. Net interest income of $4.6 million was up 11.8% from the same
time period of 1996. A 13.9%, or $52 million, increase in average
earning assets contributed to the strength of net interest income.
Net income per share increased $.10 or 15.9% from $.65 for the first
quarter of 1996 to $.75 for the first three months of 1997. The 1996
per share results are restated to reflect the 1996 5% stock dividend.
Page 15 of 20
<PAGE>
The provision for loan losses was $251,000 for the first quarter of
1997. The three month provision is $46,000 or 15.5% less than the
$297,000 provision for the first quarter of 1996. Upon analysis of
the loan portfolio, management believes that the provision maintains
the allowance for the loan losses at an appropriate level.
Noninterest income posted a slight decrease of $28,000 or 3.6% in the
first quarter of 1997 when compared to the same period in 1996. The
primary cause of this reduction is a $36,000, or 23.5%, decrease in
gain on sale of mortgage loans. Proceeds from the sales of loans held
for sale decreased $1 million, or 9.4%, when comparing the first
quarters of 1997 and 1996, while loans originated for sale decreased
44.9% or nearly $7 million for the same period.
Total noninterest expense increased $232,000 or 7.4% during the first
quarter of 1997 when compared to the same period in 1996. A
significant portion of the increase is in the salary and employee
benefit category. The annual salary increment, which was effective
with the first pay period in January, is included in the 1997 numbers.
In addition, salary expenses for the employees operating the two
branches which were acquired in December 1996 are incorporated into
the 1997 totals. Similarly, other noninterest expense for the first
three months of 1997 exceeded that of the same period of 1996 by
$137,000, or 14.6%, due to the extra costs associated with operating
two additional facilities.
The FDIC insurance component of noninterest expense declined $30,000
during the first quarter of 1997, resulting in a credit to expense of
$8,000, when compared to the first quarter expense of $22,000 for
1996. The Corporation received refunds from the fourth quarter 1996
SAIF assessment of $23,000 as well as a refund from the elimination of
the fourth quarter minimum assessment of $500. Both of these refunds
were the result of the Deposit Insurance Funds Act of 1996. In
addition, the annual rates for both BIF and SAIF deposit premiums have
been revised resulting in a reduction of quarterly premiums of
approximately $7,000.
Page 16 of 20
<PAGE>
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES.
The articles of incorporation of Firstbank Corporation have
been authorized to be amended, by vote of the shareholders at the
annual meeting held on April 28, 1997, to increase the number of
authorized shares of common stock from 2,500,000 shares to 10,000,000
shares.
At various times in the first quarter of 1997, the
Corporation issued unregistered shares of its common stock totaling
450 shares to members of the boards of directors of the Corporation
and the Corporation's subsidiary banks, Firstbank and 1st Bank. The
shares were issued as retainers and/or directors fees for the
directors' services on the boards. The Corporation claims an
exemption from registration for the issuances under Section 4(2) of
the Securities Act of 1933, as amended, which exempts transactions by
an issuer not involving any public offering. The shares were issued
in accordance with the Corporation's board compensation policy. The
issuance did not involve any general solicitation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.
The annual meeting of shareholders of Firstbank Corporation
was held on April 28, 1997. The purpose of the meeting was to elect
directors, consider and approve an amendment to the Corporation's
articles of incorporation to increase authorized capital stock,
consider and approve the Stock Option and Restricted Stock Plan of
1997, and to transact any other business that may have properly come
before the meeting.
(a) The name of each director elected (along with the
number of votes cast for or authority withheld) at the meeting
follows:
<TABLE>
<CAPTION>
VOTES CAST
AUTHORITY
FOR WITHHELD
ELECTED DIRECTORS
<S> <C> <C> <C>
John A. McCormack 1,379,208 16,816
David D. Roslund 1,378,638 17,386
</TABLE>
Page 17 of 20
<PAGE>
(b) For the proposal to amend the Articles of Incorporation
of the Corporation to increase the authorized capital stock of the
corporation from 2,500,000 shares of common stock and 300,000 shares
of preferred stock to 10,000,000 shares of common stock and 300,000
shares of preferred stock, the numbers of votes cast were as follows:
<TABLE>
<CAPTION>
VOTES CAST
BROKER
FOR AGAINST ABSTAIN NON-VOTES
--- ------- ------- ---------
<S> <C> <C> <C> <C>
1,362,402 14,306 27,460 41,370
</TABLE>
The description of this proposal contained in the registrant's
definitive proxy statement for its April 28, 1997, annual meeting is
incorporated herein by reference.
(c) For the proposal to approve the Stock Option and
Restricted Stock Plan of 1997, the numbers of votes were as follows:
<TABLE>
<CAPTION>
VOTES CAST
BROKER
FOR AGAINST ABSTAIN NON-VOTES
<S> <C> <C> <C> <C>
1,150,842 84,262 44,791 165,300
</TABLE>
The description of this proposal contained in the registrant's
definitive proxy statement for its April 28, 1997, annual meeting is
incorporated herein by reference.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS. The following documents are filed as
exhibits to this report on Form 10-Q:
EXHIBIT
NUMBER DOCUMENT
3(i) ARTICLES OF INCORPORATION.
3(ii) BYLAWS. Previously filed as an exhibit to the
registrant's Registration Statement on Form S-2
(Registration No. 33-68432) filed on September 3,
1993. Here incorporated by reference.
Page 18 of 20
<PAGE>
10(a)* FORM OF INDEMNITY AGREEMENT WITH DIRECTORS AND
OFFICERS. Previously filed as an exhibit to the
registrant's Registration Statement on Form S-2
(Registration No. 33-68432) filed on September 3,
1993. Here incorporated by reference.
10(b) MAIN OFFICE LEASE. Previously filed as an exhibit
to the registrant's Registration Statement on Form
S-2 (Registration No. 33-68432) filed on September
3, 1993. Here incorporated by reference.
10(c)* DEFERRED COMPENSATION PLAN. Previously filed as
an exhibit to the registrant's Form 10-K for the
year ended December 31, 1995. Here incorporated
by reference.
10(d)* TRUST UNDER DEFERRED COMPENSATION PLAN.
Previously filed as an exhibit to the registrant's
Form 10-K for the year ended December 31, 1995.
Here incorporated by reference.
10(e)* STOCK OPTION AND RESTRICTED STOCK PLAN OF 1993.
Previously filed as an appendix to the
registrant's definitive proxy statement for its
annual meeting of shareholders held April 26,
1993. Here incorporated by reference.
10(f)* STOCK OPTION AND RESTRICTED STOCK PLAN OF 1997.
Previously filed as an appendix to the
registrant's definitive proxy statement for its
annual meeting of shareholders held April 28,
1997. Here incorporated by reference.
27 FINANCIAL DATA SCHEDULE.
*Management contract or compensatory plan.
(b) No reports on Form 8-K were filed during the quarter
covered by this report.
Page 19 of 20
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
FIRSTBANK CORPORATION
(Registrant)
Date: MAY 9, 1997 \S\ JOHN MCCORMACK
John McCormack
President, Chief Executive Officer
and Director (Principal Executive
Officer)
Date: MAY 9, 1997 \S\ MARY D. DECI
Mary D. Deci
Vice President and Chief Financial
Officer
(Principal Accounting Officer)
Page 20 of 20
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT
3(i) ARTICLES OF INCORPORATION.
3(ii) BYLAWS. Previously filed as an exhibit to the
registrant's Registration Statement on Form S-2
(Registration No. 33-68432) filed on September 3,
1993. Here incorporated by reference.
10(a)* FORM OF INDEMNITY AGREEMENT WITH DIRECTORS AND
OFFICERS. Previously filed as an exhibit to the
registrant's Registration Statement on Form S-2
(Registration No. 33-68432) filed on September 3,
1993. Here incorporated by reference.
10(b) MAIN OFFICE LEASE. Previously filed as an exhibit
to the registrant's Registration Statement on Form
S-2 (Registration No. 33-68432) filed on September
3, 1993. Here incorporated by reference.
10(c)* DEFERRED COMPENSATION PLAN. Previously filed as
an exhibit to the registrant's Form 10-K for the
year ended December 31, 1995. Here incorporated
by reference.
10(d)* TRUST UNDER DEFERRED COMPENSATION PLAN.
Previously filed as an exhibit to the registrant's
Form 10-K for the year ended December 31, 1995.
Here incorporated by reference.
10(e)* STOCK OPTION AND RESTRICTED STOCK PLAN OF 1993.
Previously filed as an appendix to the
registrant's definitive proxy statement for its
annual meeting of shareholders held April 26,
1993. Here incorporated by reference.
10(f)* STOCK OPTION AND RESTRICTED STOCK PLAN OF 1997.
Previously filed as an appendix to the
registrant's definitive proxy statement for its
annual meeting of shareholders held April 28,
1997. Here incorporated by reference.
27 FINANCIAL DATA SCHEDULE.
*Management contract or compensatory plan.
<PAGE>
EXHIBIT 3(i)
ARTICLES OF INCORPORATION
OF
FIRSTBANK CORPORATION
(Composite as Amended through May 9, 1997)
ARTICLE I
The name of the corporation is
FIRSTBANK CORPORATION
ARTICLE II
The purpose of the corporation is to engage in any one or more
lawful acts or activities within the purposes for which corporations may be
organized under the Business Corporation Act, and carry on the business of
a bank holding company under all applicable laws.
ARTICLE III
The total authorized capital stock of the corporation is ten
million (10,000,000) shares of common stock, all of one class with equal
voting rights, and three hundred thousand (300,000) shares of preferred
stock.
The following provisions are applicable to the authorized stock
of the corporation:
(a) Provisions Applicable To Common Stock:
(i) All shares of common stock shall be of one class. Each
holder of common stock shall be entitled to one vote for each
share held by such person.
(ii) Subject to the preferential dividend rights, if any,
applicable to shares of preferred stock and subject to applicable
requirements, if any, with respect to the setting aside of sums
for purchase, retirement, or sinking funds for preferred stock,
the holders of common stock shall be entitled to receive, to the
extent permitted by law, such dividends as may be declared from
time to time by the board of directors.
(iii) In the event of the voluntary or involuntary
liquidation, dissolution, distribution of assets, or winding up
of the corporation, after distribution in full of the
<PAGE>
preferential amounts, if any, to be distributed to the holders
of shares of preferred stock, holders of common stock shall be
entitled to receive all of the remaining assets of the
corporation of whatever kind available for distribution to
shareholders ratably in proportion to the number of shares of
common stock held by them. The board of directors may distribute
in kind to the holders of common stock such remaining assets of
the corporation or may sell, transfer, or otherwise dispose of
all or any part of such remaining assets to any person and may
sell all or any part of the consideration so received and
distribute any balance thereof in kind to holders of common
stock. The merger or consolidation of the corporation into or
with any other corporation, or the merger of any other
corporation into it, or any purchase or redemption of shares of
stock of the corporation of any class, shall not be deemed to be
a dissolution, liquidation, or winding up of the corporation for
the purposes of this paragraph.
(b) Provisions Applicable To Preferred Stock:
(i) PROVISIONS TO BE FIXED BY THE BOARD OF DIRECTORS:
The board of directors is expressly authorized at any
time, and from time to time, to provide for the issuance of
shares of preferred stock in one or more series, each with such
voting powers, full or limited, or without voting powers, and
with such designations, preferences, and relative, participating,
conversion, optional, or other rights, and such qualifications,
limitations, or restrictions thereof, as shall be stated in the
resolution or resolutions providing for the issue thereof adopted
by the board of directors, and as are not stated in these
Articles, or any amendments thereto, including (but without
limiting the generality of the foregoing) the following:
(1) The distinctive designation and number of shares
comprising such series, which number may (except where
otherwise provided by the board of directors in creating
such series) be increased or decreased (but not below the
number of shares then outstanding) from time to time by
action of the board of directors.
(2) The dividend rate or rates on the shares or such
series and the relation which such dividends shall bear to
the dividends payable on any other class of capital stock or
on any other series of preferred stock, the terms and
conditions upon which and the periods in respect of which
dividends shall be payable, whether and upon what conditions
such dividends shall be cumulative and, if cumulative, the
date or dates from which dividends shall accumulate.
-2-
<PAGE>
(3) Whether the shares of such series shall be
redeemable, and, if redeemable, whether redeemable for cash,
property, or rights, including securities of any other
corporation, and whether redeemable at the option of the
holder or the corporation or upon the happening of a
specified event, the limitations and restrictions with
respect to such redemption, the time or times when, the
price or prices or rate or rates at which, the adjustments
with which and the manner in which such shares shall be
redeemable, including the manner of selecting shares of such
series for redemption if less than all shares are to be
redeemed.
(4) The rights to which the holders of shares of such
series shall be entitled, and the preferences, if any, over
any other series (or of any other series over such series),
upon the voluntary of involuntary liquidation, dissolution,
distribution, or winding up of the corporation, which rights
may vary depending on whether such liquidation, dissolution,
distribution, or winding up is voluntary or involuntary,
and, if voluntary, may vary at different dates.
(5) Whether the shares of such series shall be subject
to the operation of a purchase, retirement, or sinking fund
and, if so, whether and upon what conditions such fund shall
be cumulative or noncumulative, the extent to which and the
manner in which such fund shall be applied to the purchase
or redemption of the shares of such series for retirement or
to other corporation purposes and the terms and provisions
relative to the operation thereof.
(6) Whether the shares of such series shall be
convertible into or exchangeable for shares of any other
class or of any other series of any class of capital stock
of the corporation, and, if so convertible or exchangeable,
the price or prices or the rate or rates of conversion or
exchange and the method, if any, of adjusting the same, and
any other terms and conditions of such conversion or
exchange.
(7) The voting powers, full and/or limited, if any, of
the shares of such series, and whether and under what
conditions the shares of such series (alone or together with
the shares of one or more other series having similar
provisions) shall be entitled to vote separately as a single
class for the election of one or more additional directors
of the corporation in case of dividend arrearages.
-3-
<PAGE>
(8) Whether the issuance of any additional shares of
such series, or of any shares of any other series, shall be
subject to restrictions as to issuances, or as to the
powers, preferences, or rights of any such other series.
(9) Any other preferences, privileges, and powers and
relative, participating, optional, or other special rights,
and qualifications, limitations, or restrictions of such
series, as the board of directors may deem advisable and as
shall not be inconsistent with the provisions of these
Articles.
(ii) PROVISIONS APPLICABLE TO ALL PREFERRED STOCK:
(1) All preferred stock shall rank equally and be
identical in all respects except as to the matters permitted
to be fixed by the board of directors, and all shares of any
one series thereof shall be identical in every particular
except as to the date, if any, from which dividends on such
shares shall accumulate.
(2) Each share of preferred stock for which voting
powers are provided by the board of directors shall have not
more than one vote on all matters upon which holders of
common stock may vote. Shares of preferred stock for which
voting powers are provided by the board of directors shall
be treated with shares of common stock as a single class of
shares for all voting purposes except to the extent that a
class vote is provided by law and except that the board of
directors may provide for shares of any class or series of
preferred stock to have the power to vote separately as a
single class for the election of one or more additional
directors in case of dividend arrearages.
(3) Each share of preferred stock shall have a stated
value of not less than Ten Dollars ($10) per share.
(4) Shares of preferred stock redeemed, converted,
exchanged, purchased, retired, or surrendered to the
corporation, or which have been issued and reacquired in any
manner, may, upon compliance with any applicable provisions
of the Michigan Business Corporation Act, be given the
status of authorized and unissued shares of preferred stock
and may be reissued by the board of directors as part of the
series of which they were originally a part or may be
reclassified into and reissued as part of a new series or as
a part of any other series, all subject to the protective
conditions or restrictions of any outstanding series of
preferred stock.
-4-
<PAGE>
ARTICLE IV
The address (which is the mailing address) of the initial
registered office of the corporation is 311 Woodworth Avenue, P.O. Box 1029,
Alma, Michigan 48801.
The name of the resident agent at the registered office is
JOHN A. McCORMACK.
ARTICLE V
The name and address of the incorporator is as follows:
<TABLE>
<CAPTION>
NAME MAILING ADDRESS
---- ---------------
<S> <C> <C>
Jeffry L. Rogers 311 Woodworth Avenue
P.O. Box 191
Alma, Michigan 48801
</TABLE>
ARTICLE VI
When a compromise or arrangement or a plan of reorganization of
this corporation is proposed between this corporation and its creditors or
any class of them or between this corporation and its shareholders or any
class of them, a court of equity jurisdiction within the state, on
application of this corporation or of a creditor or shareholder thereof, or
on application of a receiver appointed for the corporation, may order a
meeting of the creditors or class of creditors or of the shareholders or
class of shareholders a to be affected by the proposed compromise or
arrangement or reorganization, to be summoned in such manner as the court
directs. If a majority in number representing three-fourths in value of
the creditors or class of creditors, or of the shareholders or class of
shareholders to be affected by the proposed compromise or arrangement or a
reorganization, agree to a compromise or arrangement or a reorganization of
this corporation as a consequence of the compromise or arrangement, the
compromise or arrangement and the reorganization, if sanctioned by the
court to which the application has been made, shall be binding on all the
creditors or class of creditors, or on all the shareholders or class of
shareholders and also on this corporation.
ARTICLE VII
No action required to be taken or which may be taken at any
annual or special meeting of shareholders of the corporation may be taken
-5-
<PAGE>
without a meeting, and the power of shareholders to consent in writing,
without a meeting, to the taking of any action is specifically denied.
ARTICLE VIII
The board of directors may, by resolution or resolutions, confer
upon the holders of any bonds issued or to be issued by the corporation as
part of the terms of such bonds, rights to inspect the corporate books and
records and to vote in the election of directors and on any other matters
on which shareholders of the corporation by vote, to the extent, in the
manner, and subject to the conditions prescribed in such resolution or
resolutions.
ARTICLE IX
The corporation shall indemnify its present and past director,
officers, employees, and agents, and such other persons as it shall have
the power to indemnify, to the full extent permitted under, and subject to
the limitations of, the Michigan Business Corporation Act.
ARTICLE X
The board of directors shall be divided into three classes as
nearly equal in number as possible, with the term of office of one class
expiring each year. At each annual meeting of shareholders a number of
directors equal to the number of the class whose term expires at the time
of the meeting shall be elected to hold office until the third succeeding
annual meeting of shareholders. During the intervals between annual
meetings of shareholders, any vacancy occurring in the board of directors
caused by resignation, removal, death or other incapacity, and any newly
created directorships resulting from an increase in the number of
directors, shall be filled by a majority vote of the directors then in
office, whether or not a quorum. Each director chosen to fill a vacancy
shall hold office for the unexpired term in respect of which such vacancy
occurred. Each director chosen to fill a newly created directorship shall
hold office until the next election of the class for which such director
shall have been chosen. When the number of directors is changed, any newly
created directorships or any decrease in directorships shall be so
apportioned among the classes as to make all classes as nearly equal in
number as possible.
Nominations for the election of directors may be made by the
board of directors or by any shareholder entitled to vote for the election
of directors. All nominations shall be made by notice in writing,
delivered or mailed to the secretary of the corporation not less than ten
days nor more than fifty days prior to any meeting of shareholders called
for the election of directors. Nominations not complying with this Article
shall be disregarded.
-6-
<PAGE>
Any director may be removed from office as a director at any
time, but only for cause, by the affirmative vote of shareholders of record
holding a majority of the outstanding shares of stock of the corporation
entitled to vote in elections of directors given at a meeting of the
shareholders called for that purpose.
ARTICLE XI
(A) Except as set forth in paragraph (B) of this Article, the
affirmative vote or consent of the holders of not less than seventy-five
percent (75%) of the outstanding shares of stock of this corporation
entitled to vote in elections of directors shall be required:
(1) to adopt any agreement for, or to approve, the merger
or consolidation of this corporation or any subsidiary with or
into any other person,
(2) to authorize any sale, lease, transfer, exchange,
mortgage, pledge or other disposition to any other person of all
or substantially all of the assets of this corporation or any
subsidiary, or
(3) to authorize the issuance or transfer by this
corporation or any subsidiary of any voting securities or
securities convertible into voting securities of this corporation
or any subsidiary in exchange or payment for the securities or
assets of any other person, if such authorization is otherwise
required by law or by any other agreement between this
corporation and any national securities exchange or by any other
agreement to which the corporation or any subsidiary is a party,
if in any such case, as of the record date for the determination
of shareholders entitled to notice thereof and to vote thereon or
consent thereto, such other person is, or at any time within the
preceding twelve months has been, the beneficial owner of five
percent (5%) or more of the outstanding shares of stock of the
corporation entitled to vote in elections of directors. If such
other person is not, and has not been, such a five percent (5%)
beneficial owner, the provisions of this paragraph (A) shall not
apply, and the provisions of Michigan law shall apply.
(B) The provisions of paragraph (A) of this Article shall not apply,
and the provisions of Michigan law shall apply, to (1) any transactions
described therein if the board of directors by resolution shall have
approved a memorandum of understanding with such other person setting forth
the principal terms of such transaction and such transaction is
substantially consistent therewith, provided that a majority of those
members of the board of directors voting in favor of such resolution were
duly elected and acting members of the board of directors prior to the time
-7-
<PAGE>
such other person became the beneficial owner of five percent (5%) or more
of the outstanding shares of stock of the corporation entitled to vote in
elections of directors; or (2) any transaction described therein if such
other person is a corporation of which a majority of the outstanding shares
of all classes of stock entitled to vote in elections of directors is owned
of record or beneficially by the corporation or its subsidiaries.
(C) The affirmative vote or consent of the holders of not less than
seventy-five percent (75%) of the outstanding shares of stock of the
corporation entitled to vote in elections of directors, voting for purposes
of this Article as one class, shall be required for the adoption of any
plan for the dissolution of the corporation if the board of directors shall
not have, by resolution adopted by the unanimous vote of all directors then
in office, recommended to the shareholders the adoption of such plan for
dissolution of the corporation. If the board of directors shall have so
recommended to the shareholders such plan for dissolution of the
corporation, the provisions of Michigan law shall apply.
(D) For of this article,
(1) any specified person shall be deemed to be the
"beneficial owner" of shares of stock of the corporation (a)
which such specified person or any of its affiliates or
associates owns directly or indirectly, whether of record or not,
(b) which such specified person or any of its affiliates or
associates has the right to acquire pursuant to any agreement, or
upon exercise of conversion rights, warrants or options, or
otherwise, or (c) which are beneficially owned, directly or
indirectly (including shares deemed owned through application of
clauses (a) and (b) above), by any other person with such
specified person or any of its affiliates or associates has any
agreement, arrangement or understanding for the purpose of
acquiring, holding, voting or disposing of stock of the
corporation;
(2) a "subsidiary" is any corporation more than forty-nine
percent (49%) of the voting securities of which are owned,
directly or indirectly, by the corporation;
(3) a "person" is any individual, corporation or other
entity;
(4) an "affiliate" of a specified person is any person that
directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with,
the specified person; and
(5) an "associate" of a specified person is (a) any person
of which such specified person is an officer or partner or is,
-8-
<PAGE>
directly or indirectly, the beneficial owner of ten percent (10%)
or more of any class of equity securities, (b) any trust or other
estate in which such specified person has a substantial
beneficial interest or as to which such specified person serves
as trustee or in a similar capacity, or (c) or any relative or
spouse of such specified person, or any relative of such spouse,
who has the same home as such specified person or any corporation
which controls or is controlled by such specified person.
(E) For purposes of determining whether a person owns beneficially
five percent (5%) or more of the outstanding shares of the corporation
entitled to vote in elections of directors, the outstanding shares of stock
of the corporation shall include shares deemed owned through application of
clauses (a), (b) or (c) in paragraph (D)(1) above but shall not include any
other shares which may be issuable pursuant to any agreement or upon
exercise of conversion rights, warrants or options, or otherwise.
(F) The board of directors shall have the power and duty to
determine, for purpose of this Article, on the basis of information known
to such board:
(1) whether any person referred to in paragraph (A) of this
Article owns beneficially five percent (5%) or more of the
outstanding shares of stock of the corporation entitled to vote
in elections of directors; and
(2) whether a proposed transaction is substantially
consistent with any memorandum of understanding of the character
referred to in paragraph (B) of this Article.
ARTICLE XII
The corporation reserves the right to amend, alter, change or
repeal any provision contained in these Articles of Incorporation, and to
add additional articles hereto, in the manner now or hereafter prescribed
by statute, and all rights conferred upon shareholders herein are granted
subject to this reservation; provided, that:
(A) No amendment to these Articles of Incorporation shall amend,
modify or repeal any or all of the provisions of Article XI or Article XII
of these Articles of Incorporation unless so adopted by the affirmative
vote or consent of the holders of not less than seventy-five percent (75%)
of the outstanding shares of stock of the corporation entitled to vote in
elections of directors, considered for purposes of the Article as a class,
and
(B) No amendment to these Articles of Incorporation shall amend,
modify or repeal any or all of the provisions of Article VIII of these
-9-
<PAGE>
Articles of Incorporation, and the shareholders of the corporation shall
not have the right to alter or repeal any or all provisions of the Bylaws
of the corporation, unless so adopted by the affirmative vote or consent of
the holders of not less than seventy-five percent (75%) of the outstanding
shares of stock of the corporation entitled to vote in elections of
directors, considered for purposes of the Article as a class; provided,
however, that in the event the board of directors of the corporation shall
be resolution adopted by a majority of the directors then in office
recommend to the shareholders the adoption of any such amendment of a
nature described in this paragraph (B), the affirmative vote or consent of
the shareholders of record holding a majority of the outstanding shares of
stock of the corporation entitled to vote in elections of directors shall
suffice for the adoption of such amendment.
ARTICLE XIII
No director of the corporation shall be personally liable to the
corporation or its shareholders for monetary damages for breach of the
director's fiduciary duty. However, this Article XIII shall not eliminate
or limit the liability of a director for any breach of duty, act or
omission for which the elimination or limitation of liability is not
permitted by the Business Corporation Act, as amended from time to time.
No amendment to or alteration, modification or repeal of this Article XIII
shall apply to or have any effect on the liability of any director of the
corporation with respect to any act or omission of such director occurring
prior to such amendment, alteration, modification or repeal. This
Article XIII shall not be amended, altered, modified or repealed except
upon the affirmative vote of 80% of the outstanding shares of voting stock,
or such lesser amount (rounded down to the nearest 5%) as shall have voted,
in person or by proxy, to approve this Article XIII.
-10-
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE FIRSTBANK CORPORATION UNAUDITED CONSOLIDATED CONDENSED FINANCIAL
STATEMENTS OF FIRSTBANK CORPORATION FOR THE PERIOD ENDED MARCH 31, 1997 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 18,049
<INT-BEARING-DEPOSITS> 228
<FED-FUNDS-SOLD> 3,350
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 63,888
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 318,573
<ALLOWANCE> 6,429
<TOTAL-ASSETS> 416,315
<DEPOSITS> 364,232
<SHORT-TERM> 11,490
<LIABILITIES-OTHER> 6,870
<LONG-TERM> 0
<COMMON> 0
0
24,404
<OTHER-SE> 154
<TOTAL-LIABILITIES-AND-EQUITY> 416,315
<INTEREST-LOAN> 7,275
<INTEREST-INVEST> 939
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 8,213
<INTEREST-DEPOSIT> 3,482
<INTEREST-EXPENSE> 3,623
<INTEREST-INCOME-NET> 4,591
<LOAN-LOSSES> 251
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 3,385
<INCOME-PRETAX> 1,702
<INCOME-PRE-EXTRAORDINARY> 1,702
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,227
<EPS-PRIMARY> 0.75
<EPS-DILUTED> 0.75
<YIELD-ACTUAL> 5.04
<LOANS-NON> 199
<LOANS-PAST> 302
<LOANS-TROUBLED> 141
<LOANS-PROBLEM> 82
<ALLOWANCE-OPEN> 6,247
<CHARGE-OFFS> 174
<RECOVERIES> 105
<ALLOWANCE-CLOSE> 6,429
<ALLOWANCE-DOMESTIC> 5,185
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 1,269
</TABLE>
