SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 Jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
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)
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Item 2. Acquisition or Disposition of Assets.
Pursuant to an Agreement and Plan of Merger, dated as of April 17, 1997
(the "Plan of Merger"), Lakeview Financial Corporation, a Michigan corporation
("Lakeview"), was merged with and into Firstbank Corporation, a Michigan
corporation ("Firstbank"), effective as of 5 p.m., on August 8, 1997 (the
"Merger"). As a result of the Merger, Firstbank owns all of the assets of
Lakeview, including the outstanding shares of capital stock of the Bank of
Lakeview.
Lakeview was a Michigan corporation with its headquarters in Lakeview,
Michigan, and was the parent company of the Bank of Lakeview. The Bank of
Lakeview is engaged in the business of commercial banking and related
activities.
Under the Plan of Merger, each share of Lakeview common stock, $3.34 par
value per share ("Lakeview Common Stock") that was outstanding immediately prior
to the effective time of the Merger was converted into the right to receive
0.5839 shares of Firstbank common stock, no par value ("Firstbank Common
Stock"), except that cash will be paid in lieu of fractional shares; provided,
however, that each share of Lakeview Common Stock which was outstanding
immediately prior to the effective time of the Merger for which a Cash Election
(as defined in the Plan of Merger) was received and accepted pursuant to the
Plan of Merger was converted into the right to receive $24.07 cash from
Firstbank.
In addition, as of the effective time of the Merger, there were outstanding
options to purchase shares of Lakeview Common Stock ("Lakeview Stock Options")
that had been issued pursuant to stock option plans of Lakeview. Each Lakeview
Stock Option that was a nonstatutory option held by a director of Lakeview was
converted into the right to receive 0.2644 shares of Firstbank Common Stock, or,
at the election of the holder, cash in the amount of $41.23 for each share of
Firstbank Common Stock that such holder was entitled to receive in exchange for
that holder's Lakeview Stock Options. Each Lakeview Stock Option that was a
stock option held by an employee of the Bank of Lakeview, at the option of the
holder, either (i) was converted into the right to receive that number of shares
of Firstbank Common Stock equal to the product of the Option Exchange Ratio (as
defined in the Plan of Merger) multiplied by the number of shares of Lakeview
Common Stock purchasable upon exercise of the Lakeview Stock Option, or (ii) was
converted into nonqualified options to purchase shares of Firstbank Common Stock
subject to the terms of Firstbank's stock option plan, in each case subject to
the right of such employee to make a Cash Election (as defined in the Plan of
Merger).
Each share of Firstbank Common Stock which was outstanding immediately
prior to the effective time of the Merger remained outstanding immediately after
the Merger.
The consideration paid by Firstbank to holders of Lakeview Common Stock and
holders of Lakeview Stock Options consisted of at total of approximately 398,107
shares of newly issued Firstbank Common Stock and approximately $660,815 in cash
to satisfy Cash Elections with respect to Lakeview Common Stock and Lakeview
Stock Options and payment in lieu of fractional shares. In addition, Lakeview
Stock Options to purchase 72,981 shares of Lakeview Common Stock were converted
into options to purchase 19,375 shares of Firstbank Common Stock.
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Firstbank did not issue fractional shares of Firstbank Common Stock in the
Merger, except with respect to those former Lakeview shareholders who elect to
participate in Firstbank's Dividend Reinvestment Plan. A Lakeview shareholder
who would otherwise have been entitled to receive a fraction of a share of
Firstbank Common Stock in the Merger and who declines to participate in
Firstbank's Dividend Reinvestment Plan will receive instead an amount of cash
determined by multiplying that fraction by $41.23.
Firstbank's board of directors and Lakeview's board of directors, and their
respective representatives, negotiated the consideration and other terms of the
Plan of Merger on an arm's length basis. In negotiating the terms of the Merger
and in considering its adoption, Firstbank's board of directors reviewed the
financial results and conditions of Lakeview and Firstbank, the perceived
prospects for each in the future, and the business philosophies of Lakeview and
Firstbank. The Firstbank board of directors believes that the Merger will permit
the achievement of certain economies of scale in the areas of administration,
regulatory compliance, management and capital formation.
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) As of the date of the filing of this Current Report on Form
8-K, it is impracticable for the registrant to provide interim
financial statements for Lakeview
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Financial Corporation. In accordance with Item 7(a)(4) of Form 8-K,
these financial statements will be filed by amendment to this Form 8-K
as soon as practicable, but no later than 60 days after the date that
this Current Report on Form 8-K must be filed.
(b) Pro Forma Financial Information. The following pro forma financial
statements of Firstbank are filed as part of this Report:
(i) As of the date of the filing of this Current Report on Form
8-K, it is impracticable for the registrant to provide a pro forma
consolidated income statement for the year ended December 31, 1996. In
accordance with Item 7(a)(4) of Form 8- K, the pro forma consolidated
income statement for the year ended December 31, 1996, will be filed
by amendment to this Form 8-K as soon as practicable, but no later
than 60 days after the date that this Current Report on Form 8-K must
be filed.
(ii) As of the date of the filing of this Current Report on Form
8-K, it is impracticable for the registrant to provide interim pro
forma financial statements for Firstbank. In accordance with Item
7(a)(4) of Form 8-K, these financial statements will be filed by
amendment to this Form 8-K as soon as practicable, but no later than
60 days after the date that this Current Report on Form 8-K must be
filed.
(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.
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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: August 22, 1997
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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.
