<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN
PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
First National Bank Corp.
(Name of registrant as specified in its charter)
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(i)(ii), 14a-6(i)(1), or 14a-6(j)(2)
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
(1) Title of each class of securities to which transaction applies:
_______________________________________
(2) Aggregate number of securities to which transactions applies:
_______________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: ____________________________
(4) Proposed maximum aggregate value of transaction: _______________
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid: _________________________________________
(2) Form, schedule or registration statement no.: ___________________
(3) Filing party: ___________________________________________________
(4) Date filed: _____________________________________________________
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[LOGO]
FIRST NATIONAL BANK CORP.
18800 Hall Road
P.O. Box 248
Mount Clemens, Michigan 48046-0248
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 27, 1994
TO THE HOLDERS OF SHARES OF COMMON STOCK OF FIRST NATIONAL BANK CORP.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of FIRST
NATIONAL BANK CORP. will be held at the First National Bank Corp. Headquarters,
18800 Hall Road, Clinton Township, Michigan, on Wednesday, April 27, 1994, at
8:30 A.M., local time, for the purpose of considering and voting upon the
following matters:
1. ELECTION OF DIRECTORS. To elect three Class I directors for a three-year
term, as set forth in the accompanying Proxy Statement.
2. OTHER BUSINESS. To transact such other business as may properly be
brought before the meeting or any adjournment or adjournments thereof.
Only those shareholders of record at the close of business on March 16,
1994 shall be entitled to notice of and to vote at the meeting. A list of the
shareholders entitled to notice of, and to vote at, the meeting will be
available for examination by shareholders at the office of First National Bank
Corp. during the ten-day period prior to the meeting.
We urge you to sign and return the enclosed proxy as promptly as possible,
whether or not you plan to attend the meeting in person. We would appreciate
receiving your proxy by Friday, April 22, 1994.
By Order of the Board of Directors,
Arie Guldemond
Chairman of the Board
Harold W. Allmacher
President & CEO
Dated: March 23, 1994
<PAGE> 3
FIRST NATIONAL BANK CORP.
18800 HALL ROAD
P.O. BOX 248
MOUNT CLEMENS, MICHIGAN 48046-0248
March 23, 1994
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished to shareholders of First National Bank
Corp. (the "Corporation") in connection with the solicitation of proxies by the
Board of Directors of the Corporation for use at the Annual Meeting of
shareholders of the Corporation to be held on Wednesday, April 27, 1994, at 8:30
A.M., local time, at the First National Bank Corp. Headquarters, 18800 Hall
Road, Clinton Township, Michigan, and at any and all adjournments thereof. It is
expected that the proxy materials will be mailed to shareholders on or about
March 23, 1994.
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its exercise. Unless the proxy is revoked, the
shares represented thereby will be voted at the Annual Meeting or any
adjournment thereof.
The entire cost of soliciting proxies will be borne by the Corporation.
Proxies may be solicited by mail or telegraph, or by directors, officers, or
regular employees of the Corporation or its subsidiaries, in person or by
telephone. The Corporation will also reimburse brokerage houses and other
custodians, nominees and fiduciaries for their out-of-pocket expenses for
forwarding soliciting material to the beneficial owners of Common Stock of the
Corporation.
The Board of Directors, in accordance with the By-Laws of the Corporation,
has fixed the close of business on March 16, 1994 as the record date for
determining the shareholders entitled to notice of and to vote at the Annual
Meeting and at any and all adjournments thereof.
At the close of business on such record date, the outstanding number of
voting securities (exclusive of treasury shares) of the Corporation was
2,315,672 shares of $3.125 par value Common Stock, each of which is entitled to
one vote.
ELECTION OF DIRECTORS
The Corporation's Certificate of Incorporation and By-Laws provide that the
number of directors, as determined from time to time by the Board of Directors,
shall be no less than ten and no more than fifteen. The Board of Directors has
presently fixed the number of directors at ten. The Certificate of Incorporation
and By-Laws further provide that the directors shall be divided into three
classes, Class I, Class II and Class III, with each class serving a staggered
three-year term and with the number of directors in each class being as nearly
equal as possible.
The Board of Directors has nominated Harold W. Allmacher, Arie Guldemond
and Glen D. Schmidt for election as Class I directors for three-year terms
expiring at the 1997 Annual Meeting and upon election and qualification of their
successors. Each of the nominees is presently a Class I director of the
Corporation whose term expires at the April 27, 1994 Annual Meeting of the
shareholders. The other members of the Board, who are Class II and Class III
directors, will continue in office in accordance with their previous elections
until the expiration of their terms at the 1995 or 1996 Annual Meeting, as the
case may be.
It is the intention of the persons named in the enclosed proxy to vote such
proxy for the election of the three nominees listed herein. The proposed
nominees for election as directors are willing to be elected and serve; but in
the event that any nominee at the time of election is unable to serve or is
1
<PAGE> 4
otherwise unavailable for election, the Board of Directors may select a
substitute nominee, and in that event the persons named in the enclosed proxy
intend to vote such proxy for the person so selected. If a substitute nominee is
not so selected, such proxy will be voted for the election of the remaining
nominees.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the Corporation's Common Stock as of February 1, 1994, by the
nominees for election as directors of the Corporation, the directors of the
Corporation whose terms of office will continue after the Annual Meeting, the
executive officer named in the Summary Compensation Table, and all directors and
executive officers of the Corporation as a group.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
AMOUNT
BENEFICIALLY PERCENT OF CLASS
NAME OF BENEFICIAL OWNER OWNED(1) BENEFICIALLY OWNED
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
Harold W. Allmacher............................................................. 44,346(2) 1.91%
Raymond M. Contesti............................................................. 11,900(8) 0.51%
James T. Cresswell.............................................................. 19,261(3)(8) 0.83%
Celestina Giles................................................................. 2,600(4) 0.11%
Arie Guldemond.................................................................. 63,568(5) 2.74%
Frank E. Jeannette.............................................................. 32,428(8) 1.40%
David A. McKinnon............................................................... 9,325(8) 0.40%
Robert D. Morrison.............................................................. 9,129(9) 0.39%
John J. Mulso................................................................... 39,736(8) 1.71%
Glen D. Schmidt................................................................. 105,929(6)(8) 4.56%
All directors and executive officers of the Corporation as a group (13
persons)...................................................................... 388,961(7) 16.17%
</TABLE>
- --------------------------------------------------------------------------------
(1) Except as otherwise indicated in the following notes, each person or member
of the group has sole voting power and investment power with respect to all
of the shares of Common Stock shown as beneficially owned, or shares such
power with a joint owner who is a member of his family. The information
provided is based on data furnished by the named persons.
(2) Includes 564 shares held in the First National Bank in Macomb County (the
"Bank") Employee Stock Ownership Plan ("ESOP") which Mr. Allmacher has the
power to vote, and 6,222 shares which Mr. Allmacher has the right to acquire
within 60 days following February 1, 1994 upon exercise of stock options
granted to him pursuant to the Corporation's 1988 Incentive Stock Option
Plan.
(3) Includes 1,617 shares owned by Mr. Cresswell's wife and son.
(4) Includes 564 shares held in the ESOP which Mrs. Giles has the power to vote
and 926 shares owned by Mrs. Giles' spouse.
(5) Includes 10,007 shares owned by Mr. Guldemond's spouse and includes 4,200
shares which Mr. Guldemond, as Chairman, has the right to acquire within 60
days following February 1, 1994 upon exercise of a stock option granted to
him pursuant to the Corporation's 1992 Stock Option Plan for Nonemployee
Directors.
(6) Includes 94,886 shares owned by Mr. Schmidt's father, E. Russell Schmidt,
dba R.C. Schmidt & Sons.
(7) Includes 1,327 shares held in the ESOP which three officers of the
Corporation as ESOP participants have the power to vote and 43,604 shares
which these officers have the right to acquire upon exercise of stock
options granted to them pursuant to the Corporation's 1988 Incentive Stock
Option Plan. Does not include 85,962 unallocated shares held in the ESOP
which the Board of Directors of the Bank (consisting of the same persons who
are directors of the Corporation) has the power to vote and shares the power
of disposition, and 71,129 allocated shares held in the ESOP over which the
Board of Directors of the Bank shares the power of disposition. If these
shares were included in the table above, the percentage beneficially owned
for all directors and executive officers as a group would be 22.58%.
(8) Includes 5,600 shares which the director has the right to acquire within 60
days following February 1, 1994 upon exercise of a stock option granted to
him pursuant to the Corporation's 1992 Stock Option Plan for Nonemployee
Directors.
(9) Includes 2,800 shares which the director has the right to acquire within 60
days following February 1, 1994 upon exercise of a stock option granted to
him pursuant to the Corporation's 1992 Stock Option Plan for Nonemployee
Directors.
2
<PAGE> 5
The table below shows the beneficial ownership of the Corporation's Common
Stock by each person who was known by the Corporation to own beneficially more
than 5% of the Corporation's Common Stock as of February 1, 1994. The
information is based on filings that have been made by such persons with the
Securities and Exchange Commission and other information that has been provided
to the Corporation by such persons. To the best of the Corporation's knowledge,
no other person owns more than 5% of the Corporation's outstanding Common Stock.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PERCENT
SHARES OF
NAME AND ADDRESS BENEFICIALLY COMMON
OF BENEFICIAL OWNER OWNED STOCK
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------------------
The Midwest Bank Fund L.P. and The Midwest Bank Fund II, Limited Partnership........ 119,635(1) 5.2%
208 S. LaSalle Street, Chicago, Illinois 60604
First National Bank in Macomb County Employees' Stock Ownership Plan................ 157,091(2) 6.8%
49 Macomb Place, Mount Clemens, Michigan 48043
</TABLE>
- ------------------------
(1) Such persons (as a group) have sole voting and dispositive power with
respect to these shares.
(2) The Employees' Stock Ownership Plan has sole voting power with respect to
85,962 of such shares and shared dispositive power with respect to 157,091
of such shares.
INFORMATION ABOUT DIRECTORS AND NOMINEES AS DIRECTORS
The following information is furnished with respect to each person who is
presently a director of the Corporation whose term of office will continue after
the Annual Meeting of shareholders, as well as those persons who have been
nominated for election as a director, each of whom is presently a director of
the Corporation as well as a director of First National Bank in Macomb County
(the "Bank"), which is the Corporation's principal subsidiary.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NAME, AGE, PRINCIPAL OCCUPATION
(AND PREVIOUS PRINCIPAL OCCUPATIONS
DURING PAST 5 YEARS, IF DIFFERENT) HAS SERVED YEAR WHEN TERM
AND ANY DIRECTORSHIPS OF OTHER AS DIRECTOR OR PROPOSED TERM
PUBLICLY OWNED COMPANIES SINCE (1) OF OFFICE EXPIRES
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
Harold W. Allmacher, 54.......................................................... 1983 1997(2)
President and Chief Executive Officer, First National Bank Corp. and First
National Bank in Macomb County
Raymond M. Contesti, 59.......................................................... 1987 1995
Superintendent, Clintondale Community Schools
James T. Cresswell, 50........................................................... 1988 1995
President, Oakland General Underwriters (Insurance agency) (President,
Cresswell Insurance Agency, 1981-1988)
Celestina Giles, 46.............................................................. 1992 1995
Bank Officer - Executive Department, First National Bank in Macomb County
(Executive Secretary, First National Bank in Macomb County, 1984-1989)
Arie Guldemond, 76............................................................... 1981 1997(2)
President, United Bulb Co., Inc. (Wholesaler of flowers and flower bulbs)
Frank E. Jeannette, 83........................................................... 1972 1996
Attorney (Circuit Court Judge, Macomb County Circuit Court, 1967-1984)
David A. McKinnon, 45............................................................ 1990 1996
Attorney, Hardy, Lewis, Pollard & Page, P.C. (Attorney, McKinnon and
Associates, P.C., 1987-1991)
Robert D. Morrison, 67........................................................... 1983 1996
Retired (Dentist)
John J. Mulso, 72................................................................ 1970 1995
Retired (Undersheriff, Macomb County Sheriff's Department, 1955-1985)
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
NAME, AGE, PRINCIPAL OCCUPATION
(AND PREVIOUS PRINCIPAL OCCUPATIONS
DURING PAST 5 YEARS, IF DIFFERENT) HAS SERVED YEAR WHEN TERM
AND ANY DIRECTORSHIPS OF OTHER AS DIRECTOR OR PROPOSED TERM
PUBLICLY OWNED COMPANIES SINCE (1) OF OFFICE EXPIRES
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------
Glen D. Schmidt, 46.............................................................. 1985 1997(2)
Vice President-Operations, R.C. Schmidt and Sons (Real estate developer),
President, International Star Corporation (Formerly Star Gasket Corporation)
(Manufacturer of gaskets & seals)
</TABLE>
- ------------------------
(1) Service as a director prior to 1987, when the Corporation commenced
business, was as a director of the Bank. The Bank became a wholly-owned
subsidiary of the Corporation on April 30, 1987 when the Bank was merged
into a wholly-owned subsidiary of the Corporation (that had been formed for
purposes of the merger), and shareholders of the Bank received one share of
Common Stock of the Corporation in exchange for each share of stock of the
Bank that they held.
(2) Nominated for re-election.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
The Corporation has standing Audit, Nominating, and Executive Compensation
Committees of the Board of Directors.
The members of the Audit Committee consist of Frank E. Jeannette, Chairman;
Raymond M. Contesti, James T. Cresswell and John J. Mulso. The Audit Committee's
responsibilities include recommending to the Board of Directors the selection of
independent accountants, approving the scope of audit and non-audit services
performed by the independent accountants, reviewing the results of their audit,
reviewing the Corporation's internal auditing activities and financial
statements, and reviewing the Corporation's system of accounting controls and
recordkeeping.
The members of the Nominating Committee consist of Arie Guldemond,
Chairman; Harold W. Allmacher, David A. McKinnon and Celestina Giles. This
Committee's responsibilities include reviewing and making recommendations as to
the size and composition of the Board of Directors, and recommending to the
Board nominees for election as directors at the annual meetings and to fill any
vacancies that may occur between annual meetings. The Committee will consider as
potential nominees persons recommended by shareholders. Recommendations should
be submitted to the Nominating Committee in care of Harold W. Allmacher,
President and Chief Executive Officer of the Corporation. Each recommendation
should include a personal biography of the suggested nominee, an indication of
the background or experience that qualifies such person for consideration by the
Committee, and a statement that such person has agreed to serve if nominated and
elected. Shareholders who themselves wish to effectively nominate a person for
election to the Board of Directors, as contrasted with recommending a potential
nominee to the Nominating Committee for its consideration, are required to
comply with the advance notice and other requirements set forth in Article
Twelfth of the Corporation's Certificate of Incorporation.
The Executive Compensation Committee consists of Arie Guldemond, Chairman,
Robert D. Morrison, and John J. Mulso. The Executive Compensation Committee's
responsibilities include considering and recommending to the Board of Directors
any changes in compensation and benefits for officers of the Corporation. At
present, all officers of the Corporation are also officers of the Bank, and
although they receive compensation from the Bank in their capacity as officers
of the Bank, they presently receive no separate cash compensation from the
Corporation. The Executive Compensation Committee is responsible for awarding
incentive stock options to executive management of the Corporation and the Bank.
In 1993 there were a total of thirteen meetings of the Board of Directors
of the Corporation. Each director attended at least 75% of the total number of
meetings of the Board of Directors held during the period that the director
served on the Board. There were three meetings of the Audit Committee, one
meeting of the Nominating Committee and two meetings of the Executive
Compensation Committee, during 1993. Each member of the Corporation's Board of
Directors attended at least 75% of the aggregate number of meetings held by all
standing committees of the Board of Directors of the Corporation on which they
served during the periods that they served.
4
<PAGE> 7
Each director of the Bank, including Arie Guldemond, the Chairman of the
Board of the Corporation, receives compensation in his capacity as a director of
the Bank. In such capacity, each director of the Bank receives the following
compensation for meetings of the Bank's Board of Directors and its committees
that he or she attends: $1,750 for each regular meeting of the Board of
Directors, and no compensation for meetings of a committee. In 1993 there were
12 regular meetings of the Board of Directors of the Bank. Members of the Board
of Directors of the Corporation receive no additional cash compensation for
serving on the Corporation's Board or any of its committees, except for Mr.
Guldemond who receives a Chairman's fee of $2,500 per month.
In addition, members of the Corporation's Board of Directors who are not
employees of the Corporation or any of its affiliates ("Nonemployee Directors"),
each receive one option to purchase shares of Common Stock of the Corporation
pursuant to the Corporation's 1992 Stock Option Plan for Nonemployee Directors
("Nonemployee Director Option Plan"), which was approved by the Corporation's
shareholders at the 1992 Annual Meeting. Pursuant to the Nonemployee Director
Option Plan, each Nonemployee Director as of the date of the 1992 Annual
Meeting, automatically received an option to acquire 14,000 shares of the
Corporation's Common Stock, except for the Chairman of the Board, who received
an option to acquire 21,000 shares (the "Chairman Option"). Nonemployee
Directors who are first elected after the 1992 Annual Meeting and on or before
the 1996 Annual Meeting, will receive an option for fewer shares, as specified
in the Nonemployee Director Option Plan. The exercise price under each option is
the fair market value per share on the date of grant. Each option, other than
the Chairman Option, is immediately exercisable for 2,800 shares when granted.
The Chairman Option is exercisable for 4,200 shares when granted. Thereafter, as
of the date of each Annual Meeting, each option is exercisable for an additional
2,800 shares, or in the case of the Chairman Option, 4,200 shares, until it is
exercisable in full. Each option expires not later than seven years after its
date of grant. The number of shares shown above have been adjusted for the 5%
stock dividend and the four-for-three stock split in 1993.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
In 1993 the Bank's Compensation Committee was comprised of three outside
directors (Dr. Morrison, Mr. Guldemond, and Mr. McKinnon), and President and
Chief Executive Officer, Harold W. Allmacher. Mr. Allmacher was not present
during committee meetings involving the discussion of his compensation.
REPORT OF THE COMPENSATION
AND EXECUTIVE COMPENSATION COMMITTEE
The Securities and Exchange Commission ("S.E.C.") has promulgated rules
regarding the presentation of certain statistical information in regards to
salaries and certain benefits paid to each corporation's CEO and the four most
highly compensated individuals earning over $100,000. This information along
with the Report of the Compensation and Executive Compensation Committees and
the Corporation's stock performance graph are presented below. The Corporation's
and the Board's policies and practices pertaining to executive officer
compensation have been in practice for a number of years.
All employees of the Corporation are also employees of the Corporation's
principal subsidiary, First National Bank in Macomb County (the "Bank"). All
employee salaries as such are paid by the Bank.
The Bank's Compensation Committee is responsible for setting the salary
levels of all officers of the Bank including its executive officers. Following
review and approval by the Compensation Committee, all issues pertaining to
officer and executive salaries are submitted to the full Board of Directors of
the Bank for approval.
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<PAGE> 8
SALARIES AND BONUSES
In setting the salary level of and awarding bonuses to the named executive
in the Summary Compensation Table and other executive officers, the compensation
amounts are set based upon the Compensation Committee's perception of the
performance of such persons. The Compensation Committee looks at many factors
including, but not limited to:
- Overall performance of the Bank and Corporation as compared to strategic
goals
- Performance of the Bank and Corporation as compared to peers
- Length of service to the Bank and Corporation
- Comparisons of salary levels to similar executives within the industry
- The performance of the Corporation's common stock
- Leadership of the Bank and its employees
- The executive's stature in the community and his value as a
representative of the Bank and Corporation
INCENTIVE STOCK OPTION PROGRAM
Under the Corporation's 1988 Incentive Stock Option Plan which was approved
by shareholders, stock options are granted to the Bank's senior management and
other key employees. The Executive Compensation Committee of the Corporation is
responsible for awarding the stock options. These awards are based on the
Committee's perception of the performance of such persons. These options are
also awarded to give senior management and key employees an additional interest
in the Corporation from the shareholders' perspective.
Compensation and Executive Compensation Committees
<TABLE>
<S> <C>
Harold W. Allmacher Arie Guldemond
David A. McKinnon John J. Mulso
Robert D. Morrison
</TABLE>
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation received by the named
executives for each of the three years ended December 31.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM
- ----------------------------------------------------------------------- COMPENSATION
NAME AND ------------ ALL OTHER
PRINCIPAL OPTIONS COMPENSATION
POSITION YEAR SALARY BONUS (1) (2)
- -------------------------------------- ----- --------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Harold W. Allmacher,
President & CEO..................... 1993 $ 175,752 $ 67,600 14,000 $7,541
1992 $157,308 $52,250 14,000 $6,637
1991 $152,615 $38,594 7,350 $6,438
</TABLE>
- -------------------------
(1) Adjusted for 5% stock dividends in 1992 and 1993, and the 4-for-3 stock
split in 1993.
(2) The amounts shown represent contributions by the Bank under the Bank's
401(k) Employee Salary Reduction Plan and the Bank's Employee Stock
Ownership Plan, pursuant to which substantially all salaried employees of
the Bank participate.
6
<PAGE> 9
OPTIONS GRANTED IN 1993
The following table provides information on options granted to the named
executive during the year ended December 31, 1993.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
- --------------------------------------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF STOCK
SHARES OPTIONS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM
OPTIONS EMPLOYEES BASE PRICE EXPIRATION -----------------------
NAME GRANTED IN 1993 PER SHARE(1) DATE 5% 10%
- ---------------------------------- ---------- ---------- ------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Harold W. Allmacher,
President & CEO................. 14,000 40.0% $18.57 03/10/2000 $ 105,838 $ 246,647
</TABLE>
- -------------------------
(1) The exercise price equals the prevailing market price on the date of the
grant. The exercise price may be paid in cash, by the delivery of previously
owned shares, or a combination thereof.
AGGREGATED STOCK OPTION EXERCISES IN 1993
AND YEAR END OPTION VALUES
The following table provides information on the exercise of stock options
during the year ended December 31, 1993 by the named executive and the value of
unexercised options at December 31, 1993.
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT OPTIONS AT
ACQUIRED ON VALUE 12/31/93 12/31/93
NAME EXERCISE REALIZED(1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ------------------------ ----------- ----------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Harold W. Allmacher,
President & CEO....... 7,753 $62,832 6,222/21,467 $ 43,118/$113,767
</TABLE>
- -------------------------
(1) Aggregate market value of shares acquired at exercise, less the aggregate
exercise price paid by the employee to the Corporation.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
As of March 28, 1990, the Bank established a Supplemental Executive
Retirement Plan (the "Supplemental Plan"). The Supplemental Plan is intended to
provide supplemental retirement benefits for management or highly compensated
employees of the Bank who, from time to time, are specifically designated by the
Board of Directors of the Bank as eligible to receive benefits under the
Supplemental Plan ("Designated Executives").
Under the Supplemental Plan, a Designated Executive whose employment with
the Bank terminates at or after attaining age 55, other than for cause
("Retirement"), will be entitled to an annual supplemental retirement benefit
for the five years following his or her Retirement. The annual supplemental
retirement benefit will be an amount equal to 50% of the Designated Executive's
base salary as of the date of his or her Retirement. Payment of the annual
supplemental retirement benefit will be made in monthly installments.
During 1993, Mr. Allmacher's base salary for purposes of the Supplemental
Plan was $175,752.
CERTAIN TRANSACTIONS
The Bank has had, and expects in the future to have, loan and other
financial transactions in the ordinary course of business with the Corporation's
directors, executive officers, and principal shareholders (and their associates)
on substantially the same terms as those prevailing for comparable transactions
with others. All such transactions (i) were made in the ordinary course of
business, (ii) were made on substantially the same terms, including interest
rates and collateral on loans, as those prevailing at the time for comparable
transactions with other persons, and (iii) in the opinion of management did not
involve more than the normal risk of collectibility or present other unfavorable
features.
7
<PAGE> 10
SHAREHOLDER RETURN PERFORMANCE GRAPH
Shown below is a line graph comparing the yearly percentage change in the
cumulative total shareholder return on the Corporation's Common Stock with that
of the cumulative total return of the NASDAQ U.S. Stock Index and the NASDAQ
Bank Stock Index for the five year period ending December 31, 1993. The
following information is based on an investment of $100.00, on December 31,
1988, in the Corporation's Common Stock, the NASDAQ U.S. Stock Index and the
NASDAQ Bank Stock Index, with dividends reinvested.
COMPARISON OF FIVE YEAR
CUMULATIVE TOTAL RETURN FOR
THE YEARS ENDING DECEMBER 31,
<TABLE>
<CAPTION>
FIRST NA-
MEASUREMENT PERIOD TIONAL BANK NASDAQ BANK
(FISCAL YEAR COVERED) CORP. NASDAQ U.S. STOCKS
<S> <C> <C> <C>
1988 100.000 100.000 100.000
1989 105.283 121.244 111.154
1990 100.096 102.958 81.400
1991 139.828 165.206 133.571
1992 174.399 192.104 194.187
1993 219.195 219.214 221.319
</TABLE>
COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's officers and directors, and persons who own more than ten percent
of a registered class of the Corporation's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Pursuant to regulations adopted by the Securities and Exchange Commission,
officers, directors and greater than ten-percent shareholders are required to
furnish the Corporation with copies of all Section 16(a) forms that they file.
Based solely on a review of the copies of such forms furnished to the
Corporation, or written representations that no Forms 5 were required, the
Corporation believes that during 1993 all Section 16(a) filing requirements
applicable to its officers, directors and greater than ten-percent beneficial
owners were complied with, except that one report showing receipt of a stock
option pursuant to the Nonemployee Director Option Plan was filed late by each
of Raymond M. Contesti, James T. Cresswell, Arie Guldemond, Frank E. Jeannette,
David A. McKinnon, Robert D. Morrison, John J. Mulso, and Glen D. Schmidt, and
one report showing an indirect purchase was filed late by Glen D. Schmidt.
SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected Deloitte & Touche as the Corporation's
principal independent auditors for the year ending December 31, 1994.
Representatives of Deloitte & Touche plan to attend the
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<PAGE> 11
Annual Meeting of Shareholders, will have the opportunity to make a statement if
they desire to do so, and will respond to appropriate questions by shareholders.
SHAREHOLDER PROPOSALS FOR 1995 ANNUAL MEETING
Pursuant to the General Rules under the Securities Exchange Act of 1934, a
proposal submitted by a shareholder for the 1995 Annual Meeting of shareholders
must be received by the Secretary of the Corporation, 18800 Hall Road, P.O. Box
248, Mount Clemens, Michigan 48046-0248, by November 26, 1994 in order to be
eligible to be included in the Corporation's Proxy Statement for that meeting.
OTHER MATTERS
The Board of Directors does not know of any other matters to be brought
before the Annual Meeting. If other matters are presented upon which a vote may
properly be taken, it is the intention of the persons named in the proxy to vote
the proxies in accordance with their best judgment.
9
<PAGE> 12
FIRST NATIONAL BANK CORP.
Common Stock, $3.125 Par value
PROXY solicited by the Board of Directors
For the Annual Meeting of Shareholders to be held April 27, 1994
The undersigned hereby appoints Celestine Giles and David A. McKinnon
or any of them, with power of substitution in each, proxies to vote, as
described below, all Common Stock of the undersigned in First National Bank
Corp. at the Annual Meeting of Shareholders to be held on April 27, 1994 and at
any and all adjournments thereof.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy
will be voted for all of the nominees listed in Item 1 on the reverse side of
this card.
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND
RETURN PROMPTLY IN ENCLOSED ENVELOPE
Please sign this proxy exactly as your name appears on the books of the Issue.
Joint owners should each sign personally. Trustees and other fiduciaries
should indicate the capacity in which they sign, and where more than one name
appears, a majority must sign. If a corporation, this signature should be that
of an authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- -------------------------------------- -------------------------------------
- -------------------------------------- -------------------------------------
- -------------------------------------- -------------------------------------
================================================================================
<TABLE>
<CAPTION>
/X/ PLEASE MARK VOTES AS IN
THIS EXAMPLE
<S> <C>
With- For All
For held Except
1.) Election of Directors. / / / / / / 2.) In their discretion, the proxies are authorized to vote
upon such other matters as may properly come before the
Nominees as Directors; Annual Meeting or any adjournments thereof.
Harold W. Allmacher, Arie Guidemond
and Glen D. Schmidt
If you do not wish your shares voted "FOR" a
particular nominee, mark the "For All Except"
box and strike a line through the nominee(s)
name. Your shares will be voted for the
remaining nominee(s).
RECORD DATE SHARES:
Please be sure to sign and date this Proxy. Date__________ Mark box at right if comments or address change have been
noted on the reverse side of this card. / /
Shareholder sign here_______________________________________ Co-owner sign here__________________________________________
===================================================================================================================================
</TABLE>
DETACH CARD
FIRST NATIONAL BANK CORP.
Dear Stockholder:
You can underwrite your investment in First National Bank Corp. as a First
National Bank in Macomb County customer.
If you have funds in a passbook savings account or flat-rate CD, simply roll
them into a new FNB Increasing Rate CD. You get the security of FDIC Insurance,
plus three interest rate increases over two years -- GUARANTEED.
Thinking about a new car, RV or boat? Now it's fast, convenient and easy to
arrange financing through FNB's new Loan-By-Phone Center opening April 4 1994.
Just call 1-800-LOAN 560 to apply for your new car, boat, RV or personal loan
and don't forget to mention that you are an FNB stockholder.
If you own or manage a business, FNB is the place to turn for capital lease
financing for new computer systems, medical or manufacturing equipment.
Sincerely,
Harold W. Allmacher
Vice Chairman,
President & CEO
P.S.: Please mark the boxes on the proxy card to indicate how your shares shall
be voted. Then sign the card, detach it and return your proxy vote in the
enclosed postage paid envelope.
Your vote must be received prior to the Annual Meeting of Shareholders,
April 27, 1994
