<PAGE> 1
Registration No. 33-____________
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
FIRSTBANK CORPORATION
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2633910
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
311 Woodworth Avenue
Alma, Michigan 48801
(Address of principal executive offices, zip code)
FIRSTBANK CORPORATION
AMENDED AND RESTATED
401(K) AND EMPLOYEE STOCK OWNERSHIP PLAN
(Full title of the plan)
JOHN A. MCCORMACK Copies to: GORDON R. LEWIS
PRESIDENT AND WARNER NORCROSS & JUDD LLP
CHIEF EXECUTIVE OFFICER 900 OLD KENT BUILDING
FIRSTBANK CORPORATION 111 LYON STREET, N.W.
311 WOODWORTH AVENUE GRAND RAPIDS, MICHIGAN 49503-2489
ALMA, MICHIGAN 48801
(Name and address of agent for service)
(517) 463-3131
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE<F3> OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C> <C>
Common Stock 100,000 shares<F1> $35<F2> 3,500,000<F2> $1,060.61
<PAGE> 2
<FN>
<F1> Plus such indeterminate number of additional shares as may be required
to be issued in the event of an adjustment as a result of an increase
in the number of issued shares of Common Stock resulting from a
subdivision of such shares, the payment of a stock dividend, or
certain other capital adjustments.
<F2> Estimated solely for the purpose of calculating the registration fee.
<F3> On January 22, 1997 the mean between the bid and asked prices for the
Company's Common Stock was $35.
</FN>
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
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<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission are incorporated in this registration statement by
reference:
(a) The Registrant's latest annual report and the latest annual
report of the Firstbank Corporation Amended and Restated
401(k) and Employee Stock Ownership Plan (the "Plan") filed
pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act").
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered
by the annual reports referred to in (a) above.
(c) The description of the Registrant's Common Stock which is
contained in the Registrant's Registration Statement filed
under the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Registrant (also referred
to as the "Corporation") pursuant to Sections 13(a), 13(c), 14,
and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference
in this registration statement and to be a part of this
registration statement from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Corporation's Restated Articles of Incorporation require
indemnification of the Corporation's directors, officers,
employees and agents to the maximum extent permitted by the
Michigan Business Corporation Act. The following is a summary of
the pertinent provisions of the Michigan Business Corporation Act.
<PAGE> 4
Sections 561-567 of the Michigan Business Corporation Act
contain provisions governing the indemnification of officers and
directors by Michigan corporations. That statute provides that a
corporation shall have the power to indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation), by reason
of the fact that he is or was a director, officer, employee or
agent of the corporation or serving another corporation or other
enterprise at the request of the corporation, against expenses,
including attorneys' fees, judgments, penalties, fines and amounts
paid in settlement, actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation or its
shareholders, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the
best interests of the corporation or its shareholders, or, with
respect to any criminal action or proceeding, that he had
reasonable cause to believe that his conduct was unlawful.
Indemnification of expenses, including attorneys' fees, is
allowed in derivative actions except that no indemnification is
allowed in respect of any claim, issue or matter as to which such
person shall have been found liable to the corporation unless a
court decides indemnification is proper. To the extent any such
person succeeds on the merits or otherwise, he shall be
indemnified against expenses, including attorneys' fees. A
determination that the person to be indemnified meets the
applicable standard of conduct, if not made by a court, shall be
made by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such action; if
such a quorum is not obtainable, by a majority vote of a committee
designated by the board of directors consisting of two or more
directors not parties to the action, suit or proceeding; by
independent legal counsel; by all independent directors who are
not parties or threatened to be parties in the action, suit, or
proceeding; or by the shareholders. Expenses may be paid in
advance upon receipt of an undertaking to repay. A corporation
may purchase indemnity insurance.
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<PAGE> 5
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits have been filed as part of this
registration statement:
EXHIBIT
NUMBER DOCUMENT
4(a) The Corporation's Restated Articles of Incorporation,
filed as Exhibit 3(a) to the Registrant's Form S-2
Registration Statement filed on September 3, 1993, are
incorporated herein by reference.
4(b) The Corporation's Bylaws, filed as Exhibit 3(b) to the
Registrant's Form S-2 Registration Statement filed
September 3, 1993 are incorporated herein by reference.
5(a) Opinion Regarding Legality of Securities Offered and
opinion regarding continued qualification of plan as
amended.
5(b) Copy of Internal Revenue Service determination letter
that the Plan qualifies under Code Section 401(a).
23(a) Consent of Warner Norcross & Judd LLP--Included in
Exhibit 5(a) and incorporated herein by reference.
23(b) Consent of Independent Auditors.
24 Powers of Attorney.
99 1995 Plan Annual Report.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "1933 Act");
II-3
<PAGE> 6
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereto) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement;
(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 if 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 15(d)
of the Exchange Act that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability
under the 1933 Act, 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
that remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining liability under the 1933 Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act 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.
(h) Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933
Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
II-4
<PAGE> 7
director, officer, or controlling person of the Registrant in
the successful defense of any action, suit, or proceeding) is
asserted by such director, officer, or controlling person in
connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be
governed by the final adjudication of such issue.
II-5
<PAGE> 8
SIGNATURES
THE REGISTRANT. 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-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Alma, State of
Michigan, on the 28th day of October, 1996.
FIRSTBANK CORPORATION
By /S/ JOHN A. MCCORMACK
John A. McCormack
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
/S/ JOHN A. MCCORMACK President, Chief Executive October 28, 1996
John A. McCormack Officer, and Director
(Principal executive officer)
/S/ MARY D. DECI Vice President, Secretary, October 28, 1996
Mary D. Deci and Treasurer (Principal
financial officer and
principal accounting
officer)
/S/ WILLIAM E. GOGGIN Director October 28, 1996
William E. Goggin
/S/ EDWARD B. GRANT Director October 28, 1996
Edward B. Grant
II-6
<PAGE> 9
SIGNATURE TITLE DATE
/S/ CHARLES W. JENNINGS Director October 28, 1996
Charles W. Jennings
/S/ PHILLIP G. PEASLEY Director October 28, 1996
Phillip G. Peasley
/S/ DAVID D. ROSLUND Director October 28, 1996
David D. Roslund
*By_____________________
Mary D. Deci
Attorney-in-Fact
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
trustees have duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Alma,
State of Michigan.
FIRSTBANK CORPORATION
AMENDED AND RESTATED 401(k) AND EMPLOYEE
STOCK OWNERSHIP PLAN
By /S/ MARY D. DECI, CFO
Bank of Alma, Trustee
Date: 10/28, 1996
II-7
<PAGE> 10
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DOCUMENT PAGE
4(a) The Corporation's Restated Articles of *
Incorporation, filed as Exhibit 3(a)
to the Registrant's Form S-2 Registration
Statement filed on September 3, 1993,
are incorporated herein by reference.
4(b) The Corporation's Bylaws, filed as Exhibit *
3(b) to the Registrant's Form S-2 Registration
Statement filed September 3, 1993, are
incorporated herein by reference.
5(a) Opinion Regarding Legality of Securities
Offered and opinion regarding continued
qualification of plan as amended.
5(b) Copy of Internal Revenue Service determination
letter that the plan qualifies under Code
Section 401(a).
23(a) Consent of Warner Norcross & Judd LLP--Included *
in Exhibit 5(a) and incorporated herein by
reference.
23(b) Consent of Independent Auditors.
24 Powers of Attorney.
99 1995 Plan Annual Report.
*Incorporated by reference.
<PAGE> 1
EXHIBIT 5(a) AND 23(a)
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
January 24, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: FIRSTBANK CORPORATION
REGISTRATION STATEMENT ON FORM S-8
FIRSTBANK CORPORATION
AMENDED AND RESTATED 401(K) AND EMPLOYEE STOCK
OWNERSHIP PLAN
Dear Sir or Madam:
We represent Firstbank Corporation, a Michigan corporation (the
"Company"), with respect to the above-captioned registration statement on
Form S-8 (the "Registration Statement") filed pursuant to the Securities
Act of 1933 (the "Act") to register 100,000 shares of Common Stock.
As counsel for the Company, we are familiar with its Restated
Articles of Incorporation and Bylaws and have reviewed the various
proceedings taken by the Company to authorize the issuance of the Common
Stock to be sold pursuant to the Registration Statement. We have also
reviewed and assisted in preparing the Registration Statement. In our
review, we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.
On the basis of the foregoing, we are of the opinion that the
plan, as amended, continues to satisfy the requirements of ERISA in form
<PAGE> 2
Securities and Exchange Commission
January 24, 1997
Page 2
__________________________________
and that when the Registration Statement has become effective under the
Act, any and all shares of Common Stock which are the subject of the
Registration Statement will, when issued upon payment of the purchase price
therefore to the Company, be validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement on Form S-8 covering the Common Stock to be issued
pursuant to the Amended and Restated 401(k) and Employee Stock Ownership
Plan.
Very truly yours,
WARNER NORCROSS & JUDD LLP
By /S/ GORDON R. LEWIS
Gordon R. Lewis
A Partner
<PAGE> 1
EXHIBIT 5(b)
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P. O. BOX 2508
CINCINNATI, OH 45201 Employer Identification Number
38-2633910
Date: MAY 24 1995 File Folder Number:
380010775
FIRSTBANK CORPORATION Person to Contact:
C/O VERNON P. SAPER GARY RUNGE
WARNER NORCROSS & JUDD Contact Telephone Number
900 OLD KENT BUILDING (513) 684-3866
GRAND RAPIDS, MI 49503 Plan Name:
AMENDED AND RESTATED 401(K) AND
EMPLOYEE STOCK OWNERSHIP PLAN
Plan Number: 002
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your
permanent records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation
periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the
qualified status of your employee retirement plan, and provides information
on the reporting requirements for your plan. It also describes some events
that automatically nullify it. It is very important that you read the
publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other
federal or local statutes.
This determination is subject to your adoption of the proposed
amendments submitted in your letter dated May 5, 1995. The proposed
amendments should be adopted on or before the date prescribed by the
regulations under Code section 401(b).
This plan satisfies the requirements of Code section 4975(e)(7).
This plan has been mandatorily disaggregated, permissively aggregated,
or restructured to satisfy the nondiscrimination requirements.
<PAGE> 2
FIRSTBANK CORPORATION
This plan satisfies the nondiscrimination in amount requirement of
section 1.401(a)(4)-1(b)(2) of the regulations on the basis of a general
test described in the regulations.
This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise
specified in this letter.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
We have sent a copy of this letter to your representative as indicated
in the power of attorney.
If you have questions concerning this matter, please contact the
person whose name and telephone number are shown above.
Sincerely yours,
/s/ C. Ashley Bullard
C. Ashley Bullard
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
<PAGE> 1
EXHIBIT 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation of our report dated September 18, 1996,
included herein in this Form 11-K, on the financial statements of Firstbank
Corporation Amended and Restated 401(k) and Employee Stock Ownership Plan
as of December 31, 1995 and 1994 for the year ended December 31, 1995,
into the Company's concurrently filed Form S-8 Registration Statement for
the Firstbank Corporation Amended and Restated 401(k) and Employee Stock
Ownership Plan.
/S/ CROWE, CHIZEK AND COMPANY LLP
Crowe, Chizek and Company LLP
Grand Rapids, Michigan
January 24, 1997
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Firstbank Corporation, does hereby appoint MARY D.
DECI AND JOHN A. MCCORMACK, and any of them severally, his or her true and
lawful attorney or attorneys with full power of substitution to execute in
his or her name, in his or her capacity as a director or officer, or both,
as the case may be, of Firstbank Corporation, a Form S-8 Registration
Statement of Firstbank Corporation with respect to the issuance of shares
of its Common Stock to be offered in connection with the Firstbank
Corporation Amended and Restated 401(k) and Employee Stock Ownership Plan,
any and all amendments to such Registration Statement and post-effective
amendments thereto, and to file the same with all exhibits thereto and all
other documents in connection therewith with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to
do and to perform in the name and on behalf of each of the undersigned, in
any and all capacities, every act, whatsoever requisite or necessary to be
done in the premises as fully and to all intents and purposes as each of
the undersigned might or could do in person, hereby ratifying and approving
the acts of such attorneys and each of them.
October 28, 1996 /S/ JOHN A. MCCORMACK
John A. McCormack
President, Chief Executive Officer, and
Director
<PAGE> 2
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Firstbank Corporation, does hereby appoint MARY D.
DECI AND JOHN A. MCCORMACK, and any of them severally, his or her true and
lawful attorney or attorneys with full power of substitution to execute in
his or her name, in his or her capacity as a director or officer, or both,
as the case may be, of Firstbank Corporation, a Form S-8 Registration
Statement of Firstbank Corporation with respect to the issuance of shares
of its Common Stock to be offered in connection with the Firstbank
Corporation Amended and Restated 401(k) and Employee Stock Ownership Plan,
any and all amendments to such Registration Statement and post-effective
amendments thereto, and to file the same with all exhibits thereto and all
other documents in connection therewith with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to
do and to perform in the name and on behalf of each of the undersigned, in
any and all capacities, every act, whatsoever requisite or necessary to be
done in the premises as fully and to all intents and purposes as each of
the undersigned might or could do in person, hereby ratifying and approving
the acts of such attorneys and each of them.
October 28, 1996 /S/ MARY D. DECI
Mary D. Deci
Vice President, Secretary and Treasurer
<PAGE> 3
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Firstbank Corporation, does hereby appoint MARY D.
DECI AND JOHN A. MCCORMACK, and any of them severally, his or her true and
lawful attorney or attorneys with full power of substitution to execute in
his or her name, in his or her capacity as a director or officer, or both,
as the case may be, of Firstbank Corporation, a Form S-8 Registration
Statement of Firstbank Corporation with respect to the issuance of shares
of its Common Stock to be offered in connection with the Firstbank
Corporation Amended and Restated 401(k) and Employee Stock Ownership Plan,
any and all amendments to such Registration Statement and post-effective
amendments thereto, and to file the same with all exhibits thereto and all
other documents in connection therewith with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to
do and to perform in the name and on behalf of each of the undersigned, in
any and all capacities, every act, whatsoever requisite or necessary to be
done in the premises as fully and to all intents and purposes as each of
the undersigned might or could do in person, hereby ratifying and approving
the acts of such attorneys and each of them.
Octobe 28, 1996 /S/ WILLIAM E. GOGGIN
William E. Goggin
Director
<PAGE> 4
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Firstbank Corporation, does hereby appoint MARY D.
DECI AND JOHN A. MCCORMACK, and any of them severally, his or her true and
lawful attorney or attorneys with full power of substitution to execute in
his or her name, in his or her capacity as a director or officer, or both,
as the case may be, of Firstbank Corporation, a Form S-8 Registration
Statement of Firstbank Corporation with respect to the issuance of shares
of its Common Stock to be offered in connection with the Firstbank
Corporation Amended and Restated 401(k) and Employee Stock Ownership Plan,
any and all amendments to such Registration Statement and post-effective
amendments thereto, and to file the same with all exhibits thereto and all
other documents in connection therewith with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to
do and to perform in the name and on behalf of each of the undersigned, in
any and all capacities, every act, whatsoever requisite or necessary to be
done in the premises as fully and to all intents and purposes as each of
the undersigned might or could do in person, hereby ratifying and approving
the acts of such attorneys and each of them.
October 28, 1996 /S/ EDWARD B. GRANT
Edward B. Grant
Director
<PAGE> 5
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Firstbank Corporation, does hereby appoint MARY D.
DECI AND JOHN A. MCCORMACK, and any of them severally, his or her true and
lawful attorney or attorneys with full power of substitution to execute in
his or her name, in his or her capacity as a director or officer, or both,
as the case may be, of Firstbank Corporation, a Form S-8 Registration
Statement of Firstbank Corporation with respect to the issuance of shares
of its Common Stock to be offered in connection with the Firstbank
Corporation Amended and Restated 401(k) and Employee Stock Ownership Plan,
any and all amendments to such Registration Statement and post-effective
amendments thereto, and to file the same with all exhibits thereto and all
other documents in connection therewith with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to
do and to perform in the name and on behalf of each of the undersigned, in
any and all capacities, every act, whatsoever requisite or necessary to be
done in the premises as fully and to all intents and purposes as each of
the undersigned might or could do in person, hereby ratifying and approving
the acts of such attorneys and each of them.
October 28, 1996 /S/ CHARLES W. JENNINGS
Charles W. Jennings
Director
<PAGE> 6
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Firstbank Corporation, does hereby appoint MARY D.
DECI AND JOHN A. MCCORMACK, and any of them severally, his or her true and
lawful attorney or attorneys with full power of substitution to execute in
his or her name, in his or her capacity as a director or officer, or both,
as the case may be, of Firstbank Corporation, a Form S-8 Registration
Statement of Firstbank Corporation with respect to the issuance of shares
of its Common Stock to be offered in connection with the Firstbank
Corporation Amended and Restated 401(k) and Employee Stock Ownership Plan,
any and all amendments to such Registration Statement and post-effective
amendments thereto, and to file the same with all exhibits thereto and all
other documents in connection therewith with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to
do and to perform in the name and on behalf of each of the undersigned, in
any and all capacities, every act, whatsoever requisite or necessary to be
done in the premises as fully and to all intents and purposes as each of
the undersigned might or could do in person, hereby ratifying and approving
the acts of such attorneys and each of them.
October 28, 1996 /S/ PHILLIP G. PEASLEY
Phillip G. Peasley
Director
<PAGE> 7
POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Firstbank Corporation, does hereby appoint MARY D.
DECI AND JOHN A. MCCORMACK, and any of them severally, his or her true and
lawful attorney or attorneys with full power of substitution to execute in
his or her name, in his or her capacity as a director or officer, or both,
as the case may be, of Firstbank Corporation, a Form S-8 Registration
Statement of Firstbank Corporation with respect to the issuance of shares
of its Common Stock to be offered in connection with the Firstbank
Corporation Amended and Restated 401(k) and Employee Stock Ownership Plan,
any and all amendments to such Registration Statement and post-effective
amendments thereto, and to file the same with all exhibits thereto and all
other documents in connection therewith with the Securities and Exchange
Commission. Each of such attorneys shall have full power and authority to
do and to perform in the name and on behalf of each of the undersigned, in
any and all capacities, every act, whatsoever requisite or necessary to be
done in the premises as fully and to all intents and purposes as each of
the undersigned might or could do in person, hereby ratifying and approving
the acts of such attorneys and each of them.
October 28, 1996 /S/ DAVID D. ROSLUND
David D. Roslund
Director
<PAGE> 1
EXHIBIT 99
FIRSTBANK CORPORATION AMENDED
AND RESTATED 401(K) AND EMPLOYEE
STOCK OWNERSHIP PLAN
FINANCIAL STATEMENTS
December 31, 1995 and 1994
<PAGE> 2
FIRSTBANK CORPORATION AMENDED AND RESTATED
401(K) AND EMPLOYEE STOCK OWNERSHIP PLAN
Alma, Michigan
FINANCIAL STATEMENTS
December 31, 1995 and 1994
CONTENTS
REPORT OF INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . 3
FINANCIAL STATEMENTS
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH
FUND INFORMATION - DECEMBER 31, 1995 . . . . . . . . . . . . . . 4
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH
FUND INFORMATION - DECEMBER 31, 1994 . . . . . . . . . . . . . . 5
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS WITH FUND INFORMATION - YEAR ENDED
DECEMBER 31, 1995. . . . . . . . . . . . . . . . . . . . . . . . 6
NOTES TO FINANCIAL STATEMENTS - DECEMBER 31, 1995
AND 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SUPPLEMENTAL SCHEDULES
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT
PURPOSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS . . . . . . . . . . 17
-2-
<PAGE> 3
[CROWE, CHIZEK LOGO]
REPORT OF INDEPENDENT AUDITORS
To the Plan Administrator of
Firstbank Corporation Amended and Restated
401(k) and Employee Stock Ownership Plan
Alma, Michigan
We have audited the accompanying statements of net assets available for
benefits with fund information of the Firstbank Corporation Amended and
Restated 401(k) and Employee Stock Ownership Plan as of December 31, 1995
and 1994, and the related statement of changes in net assets available for
benefits with fund information for the year ended December 31, 1995. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan
as of December 31, 1995 and 1994, and the changes in net assets available
for benefits for the year ended December 31, 1995 in conformity with
generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of
assets held for investment purposes and reportable transactions are
presented for the purpose of additional analysis and are not a required
part of the basic financial statements but are supplementary information
required by the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974.
The supplemental schedules have been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion,
-3-
<PAGE> 4
are fairly stated in all material respects in relation to the basic
financial statements as a whole.
/S/ CROWE, CHIZEK AND COMPANY LLP
Crowe, Chizek and Company LLP
Grand Rapids, Michigan
September 18, 1996
- ---------------------------------------------------------------------------
-4-
<PAGE> 5
<TABLE>
FIRSTBANK CORPORATION AMENDED AND RESTATED 401(K) AND EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1995
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
. . . . . . . . . . . . . . . . . . . . PARTICIPANT DIRECTED. . . . . . . . . . . . . . . . . . . .
FEDERATED
FIRSTBANK MONEY MARKET FEDERATED VANGUARD
CORPORATION TRUST FOR CAPITAL CORPORATE FEDERATED VANGUARD 20TH CENTURY 20TH CENTURY
COMMON U.S. TREASURY PRESERVATION LONG-TERM STOCKS INDEX 500 GROWTH ULTRA
STOCK OBLIGATIONS FUND BOND FUND FUND FUND FUND FUND
----- ----------- ---- --------- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value
(Notes 2 and 4)
Common stock $777,308
Mutual funds $293,810 $242,099 $224,553 $123,984 $326,884 $139,327 $165,173
Loans
-------- -------- -------- -------- -------- -------- -------- --------
NET ASSETS AVAILABLE
FOR BENEFITS $777,308 $293,810 $242,099 $224,553 $123,984 $326,884 $139,327 $165,173
======== ======== ======== ======== ======== ======== ======== ========
</TABLE>
- --------------------------------------------------------------------------------
See accompanying notes to financial statements.
-5-
<PAGE> 6
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
. . .PARTICIPANT DIRECTED. . . . .NON-PARTICIPANT DIRECTED. .
FIRSTBANK FIRSTBANK
T. ROWE CORPORATION CORPORATION
PRICE COMMON COMMON
INTERNATIONAL STOCK- STOCK-
STOCK PARTICIPANT ESOP ESOP
FUND LOANS (ALLOCATED) (UNALLOCATED) TOTAL
---- ----- ----------- ------------- -----
<S> <C> <C> <C> <C>
$2,913,426 $3,690,743
$244,937 1,760,767
$14,135 14,135
-------- ------- ---------- ------- ----------
$244,937 $14,135 $2,913,426 $ 0 $5,465,636
======== ======= ========== ======= ==========
</TABLE>
- --------------------------------------------------------------------------------
-6-
<PAGE> 7
<TABLE>
FIRSTBANK CORPORATION AMENDED AND RESTATED 401(K) AND EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1994
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
. . . . . . . . . . . . . . . . . . . . PARTICIPANT DIRECTED. . . . . . . . . . . . . . . . . . . .
FEDERATED
FIRSTBANK MONEY MARKET FEDERATED VANGUARD
CORPORATION TRUST FOR CAPITAL CORPORATE FEDERATED VANGUARD 20TH CENTURY 20TH CENTURY
COMMON U.S. TREASURY PRESERVATION LONG-TERM STOCKS INDEX 500 GROWTH ULTRA
STOCK OBLIGATIONS FUND BOND FUND FUND FUND FUND FUND
----- ----------- ---- --------- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value
(Notes 2 and 4)
Common stock $521,846
Mutual funds $297,682 $209,156 $150,424 $ 76,521 $185,321 $ 96,943 $ 92,572
-------- -------- -------- -------- -------- -------- -------- --------
NET ASSETS AVAILABLE
FOR BENEFITS $521,846 $297,682 $209,156 $150,424 $ 76,521 $185,321 $ 96,943 $ 92,572
======== ======== ======== ======== ======== ======== ======== ========
</TABLE>
- --------------------------------------------------------------------------------
See accompanying notes to financial statements.
-7-
<PAGE> 8
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
PARTICIPANT . .NON-PARTICIPANT DIRECTED. .
. .DIRECTED. . FIRSTBANK FIRSTBANK
T. ROWE CORPORATION CORPORATION
PRICE COMMON COMMON
INTERNATIONAL STOCK- STOCK-
STOCK ESOP ESOP
FUND (ALLOCATED) (UNALLOCATED) TOTAL
---- ----------- ------------- -----
<S> <C> <C> <C>
$2,201,501 $229,640 $2,952,987
$162,085 1,270,704
-------- ---------- -------- ----------
$162,085 $2,201,501 $299,640 $4,223,691
======== ========== ======== ==========
</TABLE>
- --------------------------------------------------------------------------------
-8-
<PAGE> 9
<TABLE>
FIRSTBANK CORPORATION AMENDED AND RESTATED 401(K) AND EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
December 31, 1995
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
. . . . . . . . . . . . . . . . . . . . PARTICIPANT DIRECTED. . . . . . . . . . . . . . . . . . . .
FEDERATED
FIRSTBANK MONEY MARKET FEDERATED VANGUARD
CORPORATION TRUST FOR CAPITAL CORPORATE FEDERATED VANGUARD 20TH CENTURY 20TH CENTURY
COMMON U.S. TREASURY PRESERVATION LONG-TERM STOCKS INDEX 500 GROWTH ULTRA
STOCK OBLIGATIONS FUND BOND FUND FUND FUND FUND FUND
----- ----------- ---- --------- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS TO NET ASSETS
ATTRIBUTABLE TO:
Investment income
Net appreciation in fair
value of investments
(Note 4) $137,309 $ 29,515 $ 18,846 $ 71,186 $ 1,548 $ 32,008
Interest 842 $ 140 $ 39 40 870 51 30 36
Dividends - cash 16,799 14,640 11,832 12,749 10,361 7,733 19,289 8,656
Dividends - stock 28,712
Contributions:
Employer 27,254 2,325 11,317 12,731 7,333 21,991 8,222 12,111
Employee 62,843 4,140 21,948 27,132 13,172 44,845 14,997 25,594
Rollovers from other
plans 1,151 15,000 2,645 1,495
Allocation of 11,202 shares
of Firstbank Corporation
common stock, at market
-------- -------- -------- -------- -------- -------- -------- --------
Total additions 274,910 36,245 45,136 82,167 53,227 147,301 44,086 78,405
DEDUCTIONS FROM NET ASSETS
ATTRIBUTABLE TO:
Benefits paid to
participants 23,099 40,117 11,760 4,719 2,393 3,852 1,572 357
Allocation of 11,202 shares
of Firstbank Corporation
common stock, at market
-------- -------- -------- -------- -------- -------- -------- --------
Total deductions 23,099 40,117 11,760 4,719 2,393 3,852 1,572 357
-------- -------- -------- -------- -------- -------- -------- --------
-9-
<PAGE> 10
NET INCREASE 251,811 (3,872) 33,376 77,448 50,834 143,449 42,514 78,048
Inter-fund transfers 3,651 (433) (3,319) (3,371) (1,886) (130) (5,447)
Net assets available for
benefits
Beginning of year 521,846 297,682 209,156 150,424 76,521 185,321 96,943 92,572
-------- -------- -------- -------- -------- -------- -------- --------
End of year $777,308 $293,810 $242,099 $224,553 $123,984 $326,884 $139,327 $165,173
======== ======== ======== ======== ======== ======== ======== ========
</TABLE>
- --------------------------------------------------------------------------------
See accompanying notes to financial statements.
-10-
<PAGE> 11
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
. . .PARTICIPANT DIRECTED. . . . .NON-PARTICIPANT DIRECTED. .
FIRSTBANK FIRSTBANK
T. ROWE CORPORATION CORPORATION
PRICE COMMON COMMON
INTERNATIONAL STOCK- STOCK-
STOCK PARTICIPANT ESOP ESOP
FUND LOANS (ALLOCATED) (UNALLOCATED) TOTAL
---- ----- ----------- ------------- -----
<S> <C> <C> <C> <C>
$ 16,494 $ 504,257 $ 60,210 $ 871,373
51 $ 365 3,109 5,573
7,080 74,483 183,622
137,088 165,800
21,847 (144) 124,987
41,711 256,382
1,150 21,441
289,850 289,850
-------- ------- ---------- --------- ----------
88,333 365 1,008,643 60,210 1,919,028
2,646 296,718 387,233
289,850 289,850
-------- ---------- --------- ----------
2,646 296,718 289,850 677,083
-------- ------- ---------- --------- ----------
-11-
<PAGE> 12
85,687 365 711,925 (229,640) 1,241,945
(2,835) 13,770
162,085 2,201,501 229,640 4,223,691
-------- ------- ---------- --------- ----------
$244,937 $14,135 $2,913,426 $ 0 $5,465,636
======== ======= ========== ========= ==========
</TABLE>
- --------------------------------------------------------------------------------
-12-
<PAGE> 13
FIRSTBANK CORPORATION AMENDED AND RESTATED
401(K) AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 and 1994
- ---------------------------------------------------------------------------
NOTE 1 - DESCRIPTION OF PLAN
The following brief description of the Firstbank Corporation Amended and
Restated 401(k) and Employee Stock Ownership Plan (the Plan) is provided
for general information purposes only. Participants should refer to the
Plan agreement for a more complete description of the Plan's provisions.
GENERAL: The Firstbank Corporation Amended and Restated 401(k) and
Employee Stock Ownership Plan (the Plan) was established by the plan
sponsor, Firstbank Corporation (the Company), effective January 1, 1988.
The Bank of Alma, a subsidiary bank of Firstbank Corporation, acts as
trustee for the Plan assets. The Plan is a defined contribution plan which
covers all employees who are at least 21 years of age and have completed 90
days of service. The Plan has two primary features: a contributory 401(k)
portion based on elective contributions from participants in the Plan and
Employee Stock Ownership Plan (ESOP) Provisions.
CONTRIBUTIONS: Elective deferrals by participants under the 401(k)
provisions are based on a percentage of their compensation as defined in
the Plan agreement which are subject to certain limitations. The Company
may, at the sole discretion of the Board of Directors, contribute to each
participant's account a matching contribution which is a percentage of the
participant's elective contribution for the year. For 1995 and 1994, the
Company made matching contributions equal to 70% of the first 6% of the
compensation deferred by each 401(k) participant subject to certain
limitations as specified in the Plan agreement.
PARTICIPANT ACCOUNTS: Each participant's account is credited with the
participant's contributions and allocation of (a) the Company's
contributions and (b) Plan earnings. Allocations are based on participant
earnings or account balances, as defined. Forfeitures of employer matching
contributions due to participant termination are used to reduce the
employer's matching contribution. The benefit to which a participant is
entitled is the aggregate of the participants' deferrals and roll-overs and
the vested portion of the employer matching and ESOP contributions.
INVESTMENT OPTIONS: Participants may direct, on a semiannual basis, the
trustee to invest their elective 401(k) contributions as well as employer
matching contributions to the Plan in any of the available investment
- --------------------------------------------------------------------------------
(Continued)
-13-
<PAGE> 14
FIRSTBANK CORPORATION AMENDED AND RESTATED
401(K) AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 and 1994
- ---------------------------------------------------------------------------
NOTE 1 - DESCRIPTION OF PLAN (Continued)
options. Participants can individually determine their participation based
on desired level of risk and return for all contributions (employer and
employee) to the Plan. Effective October 1, 1994, participants have the
option to invest their contributions (employer and employee) to purchase
common stock of Firstbank Corporation. The ESOP portion of the Plan
provides for allocation of shares of Firstbank Corporation common stock to
certain qualifying employees as provided by the Plan agreement.
FIRSTBANK CORPORATION COMMON STOCK: Shares of Firstbank
Corporation are traded in over-the-counter market. The range of
high and low bid prices for 1995 and 1994 was $25.00 - $19.52 and
$19.52 - $18.14, respectively.
FEDERATED MONEY MARKET TRUST FOR U.S. TREASURY OBLIGATIONS:
Investments in U.S. Treasury obligations, directly or through
repurchase agreements.
FEDERATED CAPITAL PRESERVATION FUND: Investments primarily in
guaranteed investment contracts issued by highly-rated United
States and Canadian insurance companies. Generally, the fund
holds these guaranteed investment contracts until maturity, with
an average maturity of 1.5 to 2.5 years.
VANGUARD CORPORATE LONG-TERM BOND FUND: Investments in a
diversified portfolio of investment-grade bonds and other fixed
income securities. At least 70% of the fund's assets are in debt
securities receiving a credit rating of no less than BBB from
Moody's and/or Standard and Poor rating service.
FEDERATED STOCKS FUND: Investments principally in a portfolio of
common stocks of companies with leading positions in their
industries in terms of revenue. The fund may also invest in
other corporate securities, United States Government securities,
repurchase agreements and money market instruments.
VANGUARD INDEX 500 FUND: Investments tied primarily to the price
and yield performance of the Standard and Poor's 500 Composite
- --------------------------------------------------------------------------------
(Continued)
-14-
<PAGE> 15
FIRSTBANK CORPORATION AMENDED AND RESTATED
401(K) AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 and 1994
- ---------------------------------------------------------------------------
NOTE 1 - DESCRIPTION OF PLAN (Continued)
Stock Price Index. In an attempt to duplicate the investment
performance of this index, the fund seeks to be fully invested in
common stocks at all times, attempting to own all of the 500
stocks contained therein in similar proportions.
20TH CENTURY GROWTH FUND: Investments primarily in equity
securities of large capitalization companies using a growth style
management strategy. The fund purchases securities of companies
with at least three years of operations, emphasizing securities
with a high degree of liquidity. The fund intends to remain
fully invested in such securities, however, up to 10% of the
fund's assets may be held in cash.
20TH CENTURY ULTRA FUND: Investments in common stocks of medium
and smaller capitalization companies.
T. ROWE PRICE INTERNATIONAL STOCK FUND: Investments primarily in
issues of well-established companies outside the United States.
The fund generally invests in common stocks or other equity
securities, however, it may invest up to 35% in any other type of
security.
During 1996, the Plan intends to eliminate the 20th Century Growth Fund as
an investment option for new contributions and add the following investment
choices: Vanguard Fixed Income Total Bond Market Fund, Warburg-Pincus
Emerging Growth Fund, Fidelity Overseas Fund, Vanguard International Growth
Fund and 20th Century International Emerging Growth Fund.
RETIREMENT, DEATH AND DISABILITY: A participant is entitled to 100% of his
or her account balance upon retirement, death or disability while employed.
VESTING: Participants are immediately vested in their elective
contributions plus actual earnings thereon. The participants' account
values attributable to the Company's contributions, inclusive of ESOP
contributions, are vested according to the following schedule:
- --------------------------------------------------------------------------------
(Continued)
-15-
<PAGE> 16
FIRSTBANK CORPORATION AMENDED AND RESTATED
401(K) AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 and 1994
- ---------------------------------------------------------------------------
NOTE 1 - DESCRIPTION OF PLAN (Continued)
<TABLE>
<CAPTION>
COMPLETED YEARS OF SERVICE FOR VESTING VESTED PERCENTAGE OF THE
(AS DEFINED IN PLAN AGREEMENT) COMPANY'S CONTRIBUTION
------------------------------ ----------------------
<S> <C> <C>
1 0%
2 0
3 25
4 50
5 75
6 100
</TABLE>
PAYMENT OF BENEFITS: A participant or his or her beneficiary receives the
vested portion in the participant's account in a lump-sum. A participant
may receive the portion of his or her account invested in Firstbank stock
as stock or in cash.
LOAN PROVISIONS: The Plan provides that participants can borrow funds
against their account balances up to 50% of their vested account balance
less the ESOP balance, or $50,000, whichever is less.
EXPENSES: All administrative expenses are paid by the Plan sponsor.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principles and policies which significantly affect the determination of
net assets and results of operations are summarized below.
BASIS OF ACCOUNTING: Plan transactions are recorded on the accrual basis.
ESTIMATES: The preparation of financial statements in conformity with
generally accepted accounting principles requires the plan administrator to
make estimates and assumptions that affect certain reported amounts and
disclosures, and actual results may differ from these estimates.
- --------------------------------------------------------------------------------
(Continued)
-16-
<PAGE> 17
FIRSTBANK CORPORATION AMENDED AND RESTATED
401(K) AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 and 1994
- ---------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
INVESTMENTS: Investments are stated at fair value. Mutual fund shares are
traded on national exchanges and are valued at the last sales price on the
date of valuation. Firstbank Corporation common stock is traded over-the-
counter and is valued based on an average of the stock's bid and ask prices
on the date of valuation. Participant loans are valued at cost which
approximates fair value. The investment accounts include cash in short-term
money market funds, which has been designated to be invested in the
common stock or mutual funds.
PAYMENT OF BENEFITS: Benefits are recorded when paid.
RECLASSIFICATIONS: Certain 1994 amounts have been reclassified to conform
to the 1995 presentation.
NOTE 3 - PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA and its related
regulations. In the event of plan termination, participants will become
100% vested in their accounts.
NOTE 4 - INVESTMENTS
Comerica Bank held all investment assets and executed transactions therein,
through September 30, 1994. Effective October 1, 1994, the Bank of Alma, a
wholly-owned subsidiary of the Plan sponsor, became the Plan trustee and
holds all investment assets and executes transactions therein.
The following table presents the fair values of investments. Investments
that represent 5% or more of the Plan's net assets are separately
identified. The investment accounts include cash in short-term money
market funds, which has been designated to be invested in the common stock
or mutual funds.
- --------------------------------------------------------------------------------
(Continued)
-17-
<PAGE> 18
FIRSTBANK CORPORATION AMENDED AND RESTATED
401(K) AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 and 1994
- ---------------------------------------------------------------------------
NOTE 4 - INVESTMENTS (Continued)
<TABLE>
<CAPTION>
1 9 9 5 1 9 9 4
------- -------
NUMBER OF NUMBER OF
SHARES/UNITS VALUE SHARES/UNITS VALUE
------------ ----- ------------ -----
<S> <C> <C> <C> <C>
INVESTMENTS, AS DETERMINED BY
QUOTED MARKET PRICE
Firstbank Corporation Common Stock 140,680 $3,690,734 146,003 $2,952,987
Federated Money Market Trust for
U.S. Treasury obligations 293,810 293,810 297,682 297,682
Federated Capital Preservation Fund 24,210 242,099 20,916 209,156
Vanguard Corporate Long-Term
Bond Fund 23,687 224,553 18,686 150,424
Federated Stocks Fund 4,119 123,984 3,165 76,521
Vanguard Index 500 Fund 5,676 326,884 4,313 185,321
20th Century Growth Fund 7,186 139,327 5,173 96,943
20th Century Ultra Fund 6,326 165,173 4,640 92,572
T. Rowe Price International Stock Fund 20,028 244,937 14,318 162,085
INVESTMENTS, AT ESTIMATED FAIR VALUE
Participant Loans 14,135
---------- ----------
Total investments, at fair value $5,465,636 $4,223,691
========== ==========
</TABLE>
The Plan's investments (including investments purchased, sold, as well as
held during the year), appreciated in value by $871,373 during 1995 as
follows:
- --------------------------------------------------------------------------------
(Continued)
-18-
<PAGE> 19
FIRSTBANK CORPORATION AMENDED AND RESTATED
401(K) AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 and 1994
- ---------------------------------------------------------------------------
NOTE 4 - INVESTMENTS (Continued)
<TABLE>
NET CHANGE IN FAIR VALUE
<CAPTION>
YEAR ENDED
DECEMBER 31, 1995
-----------------
<S> <C> <C>
INVESTMENTS AS DETERMINED BY QUOTED MARKET PRICE
Firstbank Corporation Common Stock $701,776
Vanguard Corporate Long-Term Bond Fund 29,515
Federated Stocks Fund 18,846
Vanguard Index 500 Fund 71,186
20th Century Growth Fund 1,548
20th Century Ultra Fund 32,008
T. Rowe Price International Stock Fund 16,494
--------
Net change in fair value $871,373
========
</TABLE>
NOTE 5 - PARTY-IN-INTEREST TRANSACTIONS
Parties-in-interest are defined under DOL regulations as any fiduciary of
the Plan, any party rendering service to the Plan, the employer, and
certain others. Professional fees for the administration and audit of the
Plan are paid by the Company.
The 140,680 and 146,003 shares of Firstbank Corporation common stock held
by the Plan as of December 31, 1995 and 1994, respectively, represent
approximately 9.1% and 9.5% of the Corporation's outstanding shares as of
those dates, respectively.
As of December 31, the Plan held the following party-in-interest
investments (at fair value):
- --------------------------------------------------------------------------------
(Continued)
-19-
<PAGE> 20
FIRSTBANK CORPORATION AMENDED AND RESTATED
401(K) AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 and 1994
- ---------------------------------------------------------------------------
NOTE 5 - PARTY-IN-INTEREST TRANSACTIONS (Continued)
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C> <C>
Firstbank Corporation Common Stock; 140,680 shares
and 146,003 shares in 1995 and 1994, respectively $3,690,734 $2,952,987
</TABLE>
ESOP shares are being allocated to accounts of certain qualifying
employees, as defined in the Plan agreement, over an eight-year period
which commenced in 1988. For the year ended December 31, 1995 a total of
approximately 11,202 shares totaling $289,850 in value, were allocated to
participant accounts.
Share amounts have been adjusted to reflect the stock dividends received in
both 1995 and 1994.
Approximately $91,282 of cash dividends were paid to the Plan by Firstbank
Corporation during 1995 based on shares held by the Plan on the dates of
declaration. This dividend income is included as dividends in the
Statement of Changes in Net Assets Available for Benefits with Fund
Information. In addition, a stock dividend was declared and paid by
Firstbank Corporation in 1995. As a result of this stock dividend,
Firstbank Corporation issued 6,699 additional shares of Firstbank
Corporation common stock to the Plan.
NOTE 6 - TERMINATED PARTICIPANTS
Included in net assets available for benefits are amounts allocated to
individuals who have withdrawn from the Plan. Amounts allocated to these
participants were $16,534 at December 31, 1995 and $432,133 at December 31,
1994.
- --------------------------------------------------------------------------------
(Continued)
-20-
<PAGE> 21
FIRSTBANK CORPORATION AMENDED AND RESTATED
401(K) AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 and 1994
- ---------------------------------------------------------------------------
NOTE 7 - PLAN RESTATEMENT AND AMENDMENT
On October 25, 1994 the Plan was amended and restated effective January 1,
1989 primarily to comply with requirements made by the 1986 Tax Reform Act.
The most significant revision made was a change in the Plan's definition of
"compensation." The Plan Document provides guidance as to this new
definition. In addition, on December 30, 1994, the Plan was amended
effective January 1, 1994 to revise the Plan's eligibility requirements for
allocations of excess pension assets. The amendment allows for additional
participants to be eligible for the allocation of excess pension assets if
the allocation of these assets fails to meet the minimum participation
requirements of Code Section 401(a)(26), by beginning with the participant
with the highest number of years of service (including years of service
with a predecessor employer) and continuing until the requirements of the
Code Section 401(a)(26) are met.
NOTE 8 - TAX STATUS
The Internal Revenue Service has determined and informed Firstbank
Corporation by letter dated May 24, 1995, that the Plan and related trusts
are designed in accordance with the applicable sections of the Internal
Revenue Code (IRC) for tax exempt status. The Plan administrator believes
that the Plan continues to qualify and operate as designated.
- --------------------------------------------------------------------------------
(Continued)
-21-
<PAGE> 22
SUPPLEMENTAL SCHEDULES
-22-
<PAGE> 23
<TABLE>
FIRSTBANK CORPORATION AMENDED AND RESTATED
401(K) AND EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1995
- --------------------------------------------------------------------------------
Name of plan sponsor: Firstbank Corp.
Employer identification number: 38-2633910
Three-digit plan number: 002
<CAPTION>
(C)
DESCRIPTION OF INVESTMENT
(B) INCLUDING MATURITY DATE,
IDENTITY OF ISSUER, RATE OF INTEREST, (E)
BORROWER, LESSOR, COLLATERAL, PAR OR (D) CURRENT
(A) OR SIMILAR PARTY MATURITY VALUE COST VALUE
- --- ---------------- -------------- ---- -----
<S> <C> <C> <C> <C>
<F*> Firstbank Corporation 140,680 shares of Firstbank
Corporation common stock $2,326,763 $3,695,313
Federated Securities 293,810 units of Federated
Corporation Money Market Trust for U.S.
Treasury Obligations 293,810 293,810
Federated Securities 24,210 units of Federated
Corporation Capital Preservation Fund 242,099 242,099
Vanguard Group, Inc. 23,687 units of Vanguard
Corporate Long-Term Bond
Fund 194,883 224,553
Federated Securities 4,119 units of Federated Stocks
Corporation Fund 111,363 123,984
Vanguard Group, Inc. 5,676 units of Vanguard Index
500 Fund 261,868 326,884
20th Century Investors 7,186 units of 20th Century
Growth Fund 154,613 139,327
20th Century Investors 6,326 units of 20th Century
Ultra Fund 137,748 165,173
T. Rowe Price Invest- 20,028 units of T. Rowe Price
ment Services International Stock Fund 247,219 244,937
-23-
<PAGE> 24
Participant loans Maturing through November 18,
2005 with interest rates
ranging from 7.25% to 8.00% 14,135
----------
$5,470,215
==========
<FN>
<F*> Party-in-interest
</FN>
</TABLE>
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-24-
<PAGE> 25
<TABLE>
FIRSTBANK CORPORATION AMENDED AND RESTATED
401(K) AND EMPLOYEE STOCK OWNERSHIP PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
December 31, 1995
- --------------------------------------------------------------------------------
Name of plan sponsor: Firstbank Corp.
Employer identification number: 38-2633910
Three-digit plan number: 002
<CAPTION>
(F) (H)
(A) EXPENSE CURRENT
IDENTITY OF (B) (C) (D) (E) INCURRED (G) VALUE OF ASSET (I)
PARTY DESCRIPTION PURCHASE SELLING LEASE WITH COST ON TRANSACTION NET GAIN
INVOLVED OF ASSET PRICE PRICE RENTAL TRANSACTION OF ASSET DATE OR (LOSS)
-------- -------- ----- ----- ------ ----------- -------- ---- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Firstbank Firstbank Corporation
Corporation Common Stock
(21 purchases) $224,834 $224,834 $224,834
</TABLE>
- --------------------------------------------------------------------------------
-25-
