As filed with the Securities and Exchange Commission on October 25, 1994
Registration No. 33-34008
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-1 REGISTRATION STATEMENT
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SHORELINE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 38-2758932
(State or other jurisdiction of (IRS employer
incorporation or organization) identification number)
823 Riverview Drive
Benton Harbor, Michigan 49022
(616) 927-2251
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Wayne R. Koebel Copies of Gordon R. Lewis
oreline Financial Corporation Communications to:Warner, Norcross & Judd
823 Riverview Drive 111 Lyon Street, N.W.
enton Harbor, Michigan 49022 Grand Rapids, Michigan 49503
(616)927-2251 (616) 752-2000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. X
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. ____
PROSPECTUS
[Client Logo]
SHORELINE FINANCIAL CORPORATION
DIVIDEND REINVESTMENT PLAN
Offering up to 100,000 Shares of
Common Stock
The Dividend Reinvestment Plan of Shoreline Financial Corporation
provides holders of the Corporation's Common Stock with a convenient method
of purchasing additional shares of Common Stock by automatically
reinvesting the cash dividends received on their shares of Common Stock
without payment of any brokerage commission or service charge.
Shares purchased under the Plan may be newly issued shares or
shares purchased for participants in the open market, at the Corporation's
option. The price of shares of Common Stock purchased for participants in
the Plan with reinvested cash dividends will be 95% of the average market
price for the Common Stock as determined under the Plan based on the
National Association of Securities Dealers Automated Quotation System
("NASDAQ"). The average of the bid and asked prices of Common Stock on
October 20 of 1994 was $17.75 per share.
Shareholders enrolled in the Plan will continue to be enrolled
unless and until they notify Norwest Bank Minnesota, N.A., Agent for the
Plan, that they wish to withdraw from participation. Shareholders who do
not wish to participate in the Plan will continue to receive cash
dividends, as declared, in the usual manner.
This Prospectus relates to shares of Common Stock registered for
purchase under the Plan. It is suggested that this Prospectus be retained
for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED BY
THIS PROSPECTUS IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
The date of this Prospectus is October 25, 1994
AVAILABLE INFORMATION
The Corporation is subject to the information requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected without charge and copied, at prescribed
rates, at the public reference room of the Commission located at Room 1024,
450 5th Street, N.W., Washington, D.C. 20549. Copies of such material can
be obtained from the Public Reference Section of the Commission,
Washington, D.C. 20549, at prescribed rates. In addition, microfiche of
all recent registration statements filed by the Corporation pursuant to the
Securities Act of 1933 are available for inspection and reproduction at
Room 1400, CitiCorp Center, 500 West Madison Street, Chicago, Illinois
60661, and at Room 1300, 7 World Trade Center, New York, New York 10048.
This Prospectus incorporates documents by reference which are not
presented in or delivered with this Prospectus. The Corporation undertakes
to provide without charge to each person, including any beneficial owner,
to whom this Prospectus is delivered, upon the person's written or oral
request, a copy of any and all of the information that has been
incorporated by reference in this Prospectus (not including exhibits to the
information that this Prospectus incorporates). Requests for information
incorporated by reference should be directed to Wayne R. Koebel, Secretary,
Shoreline Financial Corporation, 823 Riverview Drive, Benton Harbor,
Michigan 49022, telephone number (616) 927-2251.
NEW HAMPSHIRE RESIDENTS:
Neither the fact that a registration statement or an application
for a license has been filed nor the fact that a security is effectively
registered or a person is licensed constitutes a finding by the director of
the office of securities regulation that any document filed under this
chapter is true, complete and not misleading. Neither any such fact nor
the fact that an exemption or exception is available for a security or a
transaction means that the director of the office of securities has passed
in any way upon the merits or qualifications of, or recommended or given
approval to any person, security, or transaction. It is unlawful to make,
or cause to be made, to any prospective purchaser, customer, or client any
representation inconsistent with the provisions of this section.
SHORELINE FINANCIAL CORPORATION
Shoreline Financial Corporation (the "Corporation") is a bank
holding company which owns all of the outstanding stock of Shoreline Bank,
located in Benton Harbor, Michigan. The Corporation and its subsidiary are
engaged in the business of commercial banking. The Corporation's principal
executive offices are located at 823 Riverview Drive, Benton Harbor,
Michigan 49022, and its telephone number is (616) 927-2251.
The Corporation's Common Stock ("Common Stock") is traded in the
over-the-counter market and quoted on the National Association of
Securities Dealers Automated Quotation System ("NASDAQ") under the trading
symbol SLFC.
DESCRIPTION OF THE DIVIDEND REINVESTMENT PLAN
Purpose of the Plan
The purpose of the Corporation's Dividend Reinvestment Plan (the
"Plan") is to provide record holders of the Corporation's Common Stock with
a convenient and economical method of purchasing additional shares of
Common Stock by automatically reinvesting the cash dividends received on
their shares of Common Stock. Shares of Common Stock to be purchased under
the Plan may be made available by the Corporation from its authorized but
unissued shares or may be purchased for participants in the open market, at
the Corporation's option. Shares of Common Stock purchased from the
Corporation's authorized but unissued shares will provide the Corporation
with additional funds for general corporate purposes. The Corporation will
receive no proceeds from purchases by the Plan of any shares in the open
market.
Advantages of the Plan
Shareholders of record who enroll in the Plan will have all cash
dividends on their shares of Common Stock automatically reinvested in
shares of Common Stock at a 5% discount from the current market value of
the Common Stock as determined under the Plan. See "Price of Shares."
Participants in the Plan will not incur any brokerage commissions, fees or
service charges in connection with purchases of shares under the Plan. The
Plan permits cash dividends to be fully invested because fractions of
shares (computed to three decimal places), as well as full shares, of
Common Stock are credited to participants' accounts under the Plan. In
addition, cash dividends paid on whole shares, and any fraction of a share,
of Common Stock credited to a participant's account are reinvested in the
same manner.
Participants can avoid the inconvenience and expense of
safekeeping certificates for shares credited to their Plan accounts. See
"Issuance of Certificates to Participants." Quarterly statements of
account are furnished to participants to provide simplified recordkeeping.
See "Reports to Participants."
Shareholders are cautioned that the Plan does not represent a
change in the Corporation's dividend policy or a guarantee of future
dividends, which will continue to depend upon the Corporation's earnings,
financial requirements and other factors.
Administration of the Plan
Norwest Bank Minnesota, N.A. (the "Agent"), administers the Plan
for participants, keeps records, sends quarterly statements of account
to participants and performs other duties relating to the Plan. Shares of
Common Stock purchased under the Plan are registered in the name of the
Agent or its nominee, as agent, and credited to participants' accounts
under the Plan.
Although shares purchased under the Plan are registered in the
name of the Agent or its nominee, shareholders will continue to hold their
current shares in their own names. However, for administrative
convenience, if participants desire, they may deposit shares of Common
Stock held in their own names to their accounts under the Plan. See
"Certificate Deposit."
Eligibility
All holders of record of shares of Common Stock are eligible to
participate in the Plan, except as described in this section. The
Corporation reserves the right to deny participation in the Plan to any
shareholder who resides in a jurisdiction having laws or regulations that
impose conditions upon the Plan which are unacceptable to the Corporation,
or who fails to provide documentation acceptable to the Corporation of his
or her country of residence. Consequently, the Plan may not be available
to shareholders who live in certain countries other than the United States.
A shareholder of record that is an individual who wishes to participate in
the Plan must certify his or her country of residence in the Authorization
Form accompanying this Prospectus and agree to notify the Agent if such
country of residence changes. Upon receipt of the Authorization Form, the
Agent will notify the shareholder within a reasonable time if the Plan is
not available in the country in which the shareholder resides.
A shareholder may elect to participate in the Plan with respect
to less than all shares of Common Stock held of record by the shareholder.
Participation in the Plan is not available to brokers and
nominees (except banks and trust companies, subject to certain
limitations). Accordingly, a beneficial owner of shares of Common Stock
held in a broker account or other "street name" or nominee form may not
participate in the Plan unless the beneficial owner becomes a shareholder
of record by having the shares transferred into his or her own name.
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Banks, savings institutions and trust companies ("Financial
Institutions") holding shares of Common Stock for their own account or in a
fiduciary capacity may participate in the Plan if they provide the
Corporation with such written representations and assurances as the
Corporation may require for the purpose of assuring compliance with
applicable securities laws. Financial Institutions will be permitted to
maintain multiple accounts in the Plan. See "Financial Institutions."
Entry into the Plan
A holder of record of shares of Common Stock may enroll in the
Plan at any time by completing and signing an Authorization Form and
returning it to the Agent. An Authorization Form for shareholders is
provided with this Prospectus. Once enrolled in the Plan, a participant
will continue to be enrolled without further action, unless the participant
moves to a country in which the Plan is not available or gives written
notice to the Agent that the participant wishes to withdraw from
participation. See "Withdrawal from the Plan."
Authorization Form
The Authorization Form authorizes the Agent to receive all of a
participating shareholder's cash dividends on shares of Common Stock as
designated by the shareholder on the Authorization Form and registered in
the participant's name, as well as all cash dividends on all shares
credited to the participant's account under the Plan, and directs the Agent
to invest all such dividends in shares of Common Stock under the Plan.
The Authorization Form also requires a participating shareholder
that is an individual to certify his or her country (if other than the
United States) of residence and to notify the Agent promptly if such
country of residence changes. The Authorization Form requires special
representations by Financial Institutions. See "Financial Institutions."
Financial Institutions
Financial Institutions will be permitted to participate in the
Plan with respect to shares of Common Stock held for their own account and
for fiduciary accounts. Financial Institutions may establish one account
under the Plan, or may establish multiple accounts for their own
convenience in administering their fiduciary accounts. Each account
established by a Financial Institution must have specified stock
certificates identified to the account. The Corporation will carry the
stock certificates registered to each Financial Institution account as a
separate item on its shareholder list and each such account will be treated
as a separate "shareholder" for purposes of the Plan.
Financial Institutions must enroll in the Plan by use of the
Authorization Form. The Authorization Form requires the Financial
Institution to represent that it is a bank, savings institution, or trust
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company; that it holds the shares of Common Stock identified on the form
for its own account or for a bona fide fiduciary account; and that the
country of residence for the beneficial owners of such shares is the United
States. The form also requires the Financial Institution to undertake to
advise the Agent when and if the status of such a holding changes.
Commencement of Dividend Reinvestment
Record dates for determining the holders of Common Stock entitled
to receive cash dividends declared on the Common Stock ("dividend record
dates") are chosen from time to time by the Corporation's Board of
Directors and are customarily in the months of March, June, September and
December of each year (the "Dividend Months"). If a shareholder's
Authorization Form is received by the Agent before a dividend record date,
the reinvestment of the shareholder's dividends will commence with the
payment of that dividend. If the Authorization Form is received on or
after such record date, the reinvestment of dividends will not start until
payment of the next dividend. Dividend record dates will vary from time to
time, and may be chosen in months other than March, June, September, and
December.
Purchase of Shares
On each dividend payment date, the Corporation will pay over to
the Agent all dividends payable in respect of all shares of Common Stock
held of record by participants in the Plan and all shares credited to
participants' accounts under the Plan, subject to any applicable tax
withholding requirements. See "Federal Income Tax Consequences." The
Agent will use those funds to purchase shares of Common Stock on the
dividend payment date or as promptly as practicable thereafter.
The Corporation may choose, in its sole discretion, to make
shares of Common Stock available for purchase under the Plan from its
authorized but unissued shares ("Additional Shares"). To the extent the
Corporation is making Additional Shares available for purchase under the
Plan, the Agent will purchase such shares from the Corporation. To the
extent the Corporation is not making Additional Shares available for
purchase under the Plan, the Agent will purchase shares of Common Stock in
the open market. The Corporation reserves the right to cease or resume
making Additional Shares available for purchase under the Plan at any time
and from time to time.
If at any time the Corporation determines not to make Additional
Shares available for purchase under the Plan and the Agent is unable to
purchase shares of Common Stock in the open market (which may occur by
reason of the operation of applicable laws, the closing of the securities
markets, a temporary curtailment or suspension of open market purchases or
other reasons deemed by the Corporation to be sufficient), neither the
Corporation nor the Agent shall have any liability to any participant
arising out of the inability to make purchases at such time. If shares of
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Common Stock are not available for purchase for a period longer than
90 days after a dividend payment date, the Agent will mail to each
participant a check in the amount of any unapplied cash dividends credited
to the participant's Plan account, without interest.
Price of Shares
The price of all shares of Common Stock purchased under the Plan,
whether made available by the Corporation or purchased in the open market,
will be based on the prices of the Common Stock reported on NASDAQ. The
price of Additional Shares purchased from the Corporation for participants
in the Plan will be 95 percent of the average of the high bid and low asked
prices of the Common Stock reported on the dividend record date. The price
of any shares purchased for participants in the open market will be
95 percent of the average purchase price of such shares.
Allocation of Shares
Shares of Common Stock purchased with reinvested dividends will
be allocated by the Agent among the accounts of all participants in the
Plan. The number of shares that will be allocated to a participant's
account following any dividend payment date will depend on the amount of
the participant's dividends available for investment on such date and the
purchase price of the shares. Each participant's account will be credited
with a number of shares (including fractions computed to three decimal
places) equal to the total dividends to be invested for the participant,
divided by the applicable purchase price (computed to four decimal places).
Costs of Participation
There are no brokerage commissions, fees or service charges to
participants in connection with purchases of shares of Common Stock under
the Plan. All costs of administration of the Plan are paid by the
Corporation. However, if a participant asks the Agent to sell the shares
credited to the participant's account upon the participant's withdrawal
from the Plan, the participant will be required to pay a service charge and
any applicable brokerage commissions and transfer taxes. See "Withdrawal
from the Plan."
Reports to Participants
Each participant in the Plan will receive a statement of account
after each transaction listing all purchases credited, shares deposited
and/or withdrawn from the participant's account during a calendar quarter
as well as cumulative account information. These statements are a
participant's record of the costs of the purchases of Common Stock made for
the participant's account under the Plan and should be retained for income
tax purposes. Each participant will also receive the most current
Prospectus for the Plan and all communications sent to the Corporation's
shareholders, including the Corporation's quarterly and annual reports,
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notices of meetings of shareholders, proxy statements and Internal Revenue
Service information for reporting dividend income.
Issuance of Certificates to Participants
Shares of Common Stock purchased under the Plan for the accounts
of participants will be registered in the name of the Agent or its nominee,
and certificates for such shares will not be issued to participants unless
requested. This custodial service protects participants against the risk
of loss, theft or destruction of stock certificates.
Certificates for any number of whole shares credited to a
participant's account under the Plan will be issued at any time upon the
participant's written request to the Agent. Any remaining whole shares and
fraction of a share will continue to be credited to the participant's
account. Certificates for fractions of shares will not be issued under any
circumstances. A participant will receive a cash payment in lieu of any
fractional share credited to the participant's account in the event of
withdrawal from or termination of the Plan. See "Withdrawal from the Plan"
and "Amendment and Termination of the Plan."
A participant's account under the Plan will be maintained in the
name in which the participant's shares of Common Stock were registered at
the time the participant enrolled in the Plan. Certificates issued at the
participant's request will be similarly registered, and dividends paid on
shares represented by such certificates will continue to be reinvested in
accordance with the Plan.
Shares credited to a participant's account under the Plan may not
be pledged. A participant who wishes to pledge shares credited to the
participant's account must request certificates for such shares from the
Agent.
Sale or Transfer of Shares Registered in a Participant's Name
If a participant sells or transfers all shares of Common Stock
registered in the participant's name (those for which the participant holds
certificates), the participant will continue to be enrolled in the Plan,
and dividends on the shares credited to the participant's account under the
Plan will continue to be reinvested, until the participant notifies the
Agent that the participant wishes to withdraw from the Plan.
Certificate Deposit
In addition to providing protection to the shares purchased
through the Plan, you may also deposit the certificates you hold into your
dividend reinvestment account. This will allow the same safekeeping
feature to extend to all of your shares. It is suggested that you use some
form of insured mail when mailing your certificates to the Dividend
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Reinvestment Agent for deposit. The deposit transaction will be reflected
on your next statement.
Stock Dividends and Stock Splits
Any shares distributable to a Plan participant pursuant to a
stock dividend or stock split distributed by the Corporation on shares
registered in the name of or credited to the account of a Participant under
the Plan will be added to the Participant's account and not mailed or
delivered directly to the Participant. The Participant, however, may
request the Corporation to issue certificates for such stock dividends or
split shares once they are added to the Participant's account (see
"Issuance of Certificates to Participants").
Voting of Shares Held Under the Plan
If shares registered in the name of a Participant in the Plan are
voted by the Participant by proxy card on any matter submitted to a meeting
of stockholders, the total number of shares owned by the Participant (both
shares credited to the Participant's account under the Plan and those
registered in the name of the Participant) will be shown on such proxy and
voted on such matter.
If the proxy card is not returned or if it is returned unsigned,
none of the participant's shares will be voted unless the participant votes
in person.
Withdrawal from the Plan
A participant may withdraw from the Plan by notifying the Agent
in writing that the participant wishes to withdraw from participation. A
transaction form provided for this purpose is located on the reverse side
of the top portion of the Plan statement. Notices of withdrawal received
by the Agent after a dividend record date will not be processed until after
the payment and reinvestment of that dividend.
Upon a participant's withdrawal from the Plan, the participant
will receive a certificate for all whole shares, and a cash payment for any
fraction of a share, credited to the participant's account under the Plan
as of the date of withdrawal. The cash payment for a fraction of a share
will be computed by multiplying the fraction by the average of the high bid
and low asked prices of the Common Stock reported on NASDAQ on the date of
the participant's withdrawal from the Plan.
A participant withdrawing from the Plan may request that all
shares, both whole and fractional, credited to the participant's account
under the Plan be sold by the Agent. If a sale is requested, the Agent
will place a sell order for the account of the participant after processing
the participant's request for withdrawal. Any such order will be placed
through a broker selected by the Agent. Following the completion of the
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sale, the participant will receive a check for the proceeds of the sale,
less any brokerage commissions, service charges and transfer taxes payable
with respect to the sale.
Amendment and Termination of the Plan
The Corporation reserves the right to suspend, amend or terminate
the Plan at any time. All participants will be sent notice of any such
suspension, amendment or termination. No suspension, amendment or
termination of the Plan will affect any previously executed transaction.
Upon the termination of the Plan, each participant will receive a
certificate for all whole shares, and a cash payment for any fraction of a
share, credited to the participant's account under the Plan as of the date
of termination. The cash payment for a fraction of a share will be
computed by multiplying the fraction by the average of the high bid and low
asked prices of the Common Stock reported on NASDAQ on the termination
date. See "Withdrawal from the Plan."
Federal Income Tax Consequences
In general, a participant in the Plan will have the same federal
income tax consequences as other holders of Common Stock with respect to
dividends payable on shares credited to the participant's Plan account and
on shares held by the participant directly. Under Internal Revenue Service
rulings applicable to dividend reinvestment plans similar to the Plan, a
participant will be treated for federal income tax purposes as having
received, on each dividend payment date, a dividend equal to the full
amount of the cash dividend payable on such date with respect to the shares
credited to the participant's Plan account and the shares held by the
participant directly even though that amount is not actually received by
the participant in cash but, instead, is applied to the purchase of shares
for the participant's account. In addition to the reinvested dividends
being taxable, the discount allowed on the purchase of shares with
reinvested dividends under the Plan is also taxable as dividend income to
the participant in the year the shares are purchased.
In the case of shares of Common Stock purchased by the Agent in
the open market pursuant to the Plan, any brokerage commissions paid by the
Corporation in connection with any such purchase will be treated as
additional dividend income to the participants.
The tax basis of shares acquired under the Plan will be the
undiscounted purchase price for the stock plus any commissions, charges
or mark-ups paid by the Corporation in connection with shares purchased in
the open market. For shares acquired directly from the Corporation under
the Plan, the holding period begins the day after the applicable dividend
payment date. For shares acquired in the open market under the Plan, the
holding period begins on the purchase date.
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A participant will not realize any taxable income upon receipt of
certificates for whole shares credited to the participant's account under
the Plan, either upon the participant's request for such certificates or
upon withdrawal from or termination of the Plan. However, a participant
who receives the proceeds of a sale of any whole share sold for the
participant upon the participant's withdrawal from the Plan, or who
receives a cash payment for a fractional share credited to the
participant's account upon withdrawal from or termination of the Plan, will
realize gain or loss measured by the difference between the amount of the
cash received and the price at which the whole or fractional share was
credited to the participant's account. Such gain or loss will be capital
in character if the whole or fractional share was a capital asset in the
hands of the participant.
In the case of a foreign shareholder who elects to have his or
her dividends reinvested and whose dividends are subject to United States
income tax withholding, an amount equal to the dividends payable to such
shareholder, less the amount of tax required to be withheld, will be
applied to the purchase of shares of Common Stock under the Plan.
Information for income tax purposes will be printed on all
statements of account. For further information as to the tax consequences
of participation in the Plan, participants should consult their own tax
advisers.
Responsibility of the Corporation and the Agent Under the Plan
The Corporation and the Agent, in administering the Plan, will
not be liable for any act done in good faith or for any good faith omission
to act, including without limitation any failure to terminate a
participant's account upon the participant's death prior to receipt of
written notice of such death.
PARTICIPANTS SHOULD RECOGNIZE THAT NEITHER THE CORPORATION NOR
THE AGENT CAN ASSURE THEM OF A PROFIT OR PROTECT THEM AGAINST A LOSS ON THE
SHARES PURCHASED UNDER THE PLAN.
Correspondence Regarding the Plan
All correspondence regarding the Plan should be addressed to:
NORWEST BANK MINNESOTA, N.A.
Investment Plan Services
161 N. Concord Exchange
P.O. Box 539
South St. Paul, MN 55075-0539
(612) 450-4064
(800) 468-9716
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Please refer to the Shoreline Financial Corporation Dividend Reinvestment
Plan on all correspondence.
USE OF PROCEEDS
The Corporation has no basis for estimating precisely either the
number of shares of Common Stock that ultimately may be sold pursuant to
the Plan or the prices at which such shares will be sold. However, the
Corporation proposes to use the net proceeds from the sale of authorized
but unissued shares of Common Stock pursuant to the Plan, when and as
received, for general corporate purposes.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed in (a) through (d) below and all documents
subsequently filed by the Corporation pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, prior to the termination
of the offering, are incorporated by reference in this Prospectus.
(a) The Corporation's latest annual report on Form 10-K
filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 which contains financial statements for the
Corporation's latest fiscal year for which a Form 10-K was
required to have been filed.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the annual report referred to in (a)
above.
(c) The description of the Corporation's Common Stock which
is contained in the Corporation's Registration Statement on Form
8-A filed under the Securities Exchange Act of 1934, including
any amendment or reports filed for the purpose of updating such
description.
(d) All information included in the future in appendixes to
the Shoreline Financial Corporation Dividend Reinvestment Plan
Prospectus.
INDEMNIFICATION
The Corporation's Restated Articles of Incorporation and Bylaws
and certain indemnification agreements between the Corporation and its
directors provide for indemnification by the Corporation of directors,
officers and other persons under certain conditions.
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Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, or persons
controlling the Corporation pursuant to the foregoing provisions, the
Corporation has been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is therefore unenforceable.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The expenses payable by the Registrant in connection with this
amendment are estimated to be:
<TABLE>
<S> <C> <C>
Registration Fee $ 0
Legal Fees and Expenses 2,500
Accountant's Fees and Expenses 1,500
Printing Fees and Expenses 2,500
Blue Sky Fees and Expenses 0
Miscellaneous Expenses 1,000
TOTAL $ 7,500
</TABLE>
Item 15. Indemnification of Directors and Officers
The registrant is obligated under its Restated Articles of
Incorporation to indemnify a present or former director of the registrant,
and may indemnify any other person, to the fullest extent now or hereafter
permitted by law in connection with any actual or threatened civil,
criminal, administrative or investigative action, suit or proceeding
arising out of their past or future service to the registrant or a
subsidiary, or to another organization at the request of the registrant or
a subsidiary.
Sections 561-571 of the Michigan Business Corporation Act contain
provisions governing the indemnification of directors and officers of
Michigan corporations. The 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 attorney fees,
judgments, 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 attorney fees, is allowed
in derivative actions except that no indemnification is allowed in respect
of any claim, issue or matter as to which a person shall have been found
liable to the corporation unless a court decides indemnification is proper.
To the extent a person succeeds on the merits or otherwise, he shall be
indemnified against expenses, including attorney 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 are not parties or
threatened to be made parties to the action, suit or proceeding; 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 or
threatened to be made parties to the action, suit or proceeding; by
independent legal counsel selected in accordance with the procedures
prescribed by the statute; or by the shareholders. Expenses may be paid in
advance upon receipt of a written affirmation from the person to be
indemnified of his belief that he has met the applicable standard of
conduct, and a written undertaking to repay the advance if it is ultimately
determined that he did not meet the applicable standard of conduct. A
corporation may purchase indemnity insurance.
The registrant has insurance which provides liability coverage to
directors and officers of the registrant and its subsidiaries with respect
to claims for any actual or alleged error, misstatement, misleading
statement, act or omission, or neglect or breach of duty by such directors
or officers in the discharge of their duties solely in their capacity as
directors or officers, individually or collectively, or any matter claimed
against them solely by reason of their being such directors or officers.
This insurance contains customary exclusions from coverage.
Item 16. Exhibits.
<TABLE>
Exhibit Number Description
<S> <C> <C>
4(a) Shoreline Financial Corporation Dividend Reinvestment Plan.
Set forth in full in the Prospectus.
(b) Authorization Form.
(c) Form of Letter to Shareholders Concerning the Plan. (1)
(d) Summary Brochure Describing the Plan. (1)
II-2
5 Opinion of Warner, Norcross & Judd as to the legality of the
securities being registered. (1)
23(a) Consent of Crowe, Chizek and Company.(2)
(b) Consent of Warner, Norcross & Judd. Included in the opinion
of Warner, Norcross & Judd listed in Exhibit 5.
24 Powers of Attorney. (3)
____________________
<FN>
(1) Previously filed as an exhibit to the registrant's Form S-1 filed
March 23, 1990, and here incorporated by reference.
(2) Previously filed as an exhibit to the registrant's Form 10-K filed
March 30, 1993, and here incorporated by reference.
(3) Previously filed as an exhibit to the registrant's Form S-1 filed
March 23, 1990, and here incorporated by reference, except that Powers
of Attorney for Merlin Hanson, James E. LeBlanc, and Jeffrey H. Tobian
which have not previously been filed, are attached as exhibits to this
Form S-3.
</TABLE>
Item 17. 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
Registrant Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(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 thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the Registrant Statement; and
(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;
II-3
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3,
Form S-8, and 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 Securities Exchange Act of 1934
that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) 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 Securities Act of 1933 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 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 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 Act and will be governed by the final adjudication of such
issue.
II-4
SIGNATURES
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-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Benton Harbor, State of Michigan,
on August 26, 1994.
SHORELINE FINANCIAL CORPORATION
By /s/ Dan L. Smith
Dan L. Smith
Chairman, President, and
Chief Executive Officer
II-5
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.
Date Name and Title
August 26, 1994 /s/ Louis A. Desenberg*
Louis A. Desenberg
Director
August 26, 1994 /s/ Merlin Hanson*
Merlin Hanson
Director
August 26, 1994 /s/ Thomas T. Huff*
Thomas T. Huff
Director
August 26, 1994 /s/ Ronald F. Kinney*
Ronald F. Kinney
Director
August 26, 1994 /s/ James E. LeBlanc*
James E. LeBlanc
Director
August 26, 1994 /s/ L. Richard Marzke*
L. Richard Marzke
Director
August 26, 1994 /s/ James F. Murphy*
James F. Murphy
Director
August 26, 1994 /s/ Dan L. Smith
Dan L. Smith
Chairman, President, Chief
Executive Officer, and Director
(Principal Executive Officer)
II-6
August 26, 1994 /s/ Robert L. Starks*
Robert L. Starks
Director
August 26, 1994 /s/ Harry C. Vorys*
Harry C. Vorys
Director
August 26, 1994 /s/ Hyman Warshawsky*
Hyman Warshawsky
Director
August 26, 1994 /s/ Ronald L. Zile*
Ronald L. Zile
Vice Chairman of the Board
and Director
August 26, 1994 /s/ Wayne R. Koebel
Wayne R. Koebel
Chief Financial Officer, Secretary,
and Treasurer
(Principal Financial Officer and
Accounting Officer)
August 26, 1994 /s/ Jeffrey H. Tobian*
Jeffrey H. Tobian
August 26, 1994 *By /s/ Dan L. Smith
Dan L. Smith
(Attorney-in-Fact for the indicated
persons)
II-7
<TABLE>
INDEX TO EXHIBITS
<CAPTION>
Exhibit Number Description Page
<S> <C> <C> <C>
4(a) Shoreline Financial Corporation Dividend
Reinvestment Plan ***
(b) Authorization Form *****
(c) Form of Letter to Shareholders Concerning
the Plan *
(d) Summary Brochure Describing the Plan *
5 Opinion of Warner, Norcross & Judd as to the
legality of the securities being registered *
23(a) Consent of Crowe, Chizek and Company *
(b) Consent of Warner, Norcross & Judd **
24 Powers of Attorney ****
________________________
<FN>
* This exhibit is incorporated by reference to a prior filing. See
Item 16.
** Included in Exhibit 5. See Item 16.
*** The full text of the Shoreline Financial Corporation Dividend
Reinvestment Plan is set forth in the Prospectus.
**** This exhibit is incorporated by reference to a prior filing,
except that Powers of Attorney for Merlin Hanson, James E.
LaBlanc, and Jeffrey H. Tobian which have not previously been
filed, are attached as exhibits to this Form S-3. See Item 16.
***** This exhibit is attached hereto as an exhibit to this Form S-3.
</TABLE>
II-8
Exhibit 4(b)
SHORELINE FINANCIAL CORPORATION
DIVIDEND REINVESTMENT PLAN
AUTHORIZATION FORM
By completing and signing this form and returning it in the enclosed
envelope:
FOR ALL SHAREHOLDERS
1. You authorize Shoreline Financial Corporation ("Shoreline") to pay to
Norwest Bank Minnesota, N.A. (the "Agent") for your account or accounts all cash
dividends payable on the shares of Shoreline common stock identified in this
form (please check desired box on reverse side) and registered in your name, as
well as all cash dividends credited to your account or accounts under the
Dividend Reinvestment Plan (the "Plan"), as described in the prospectus which
you received with this form.
2. You appoint the Agent under the terms and conditions of the Plan, as
your Agent to receive all of your cash dividends as described under Item 1 above
and to apply such dividends to the purchase of shares of Shoreline common stock
as provided in the Plan.
3. If you are an individual, you represent that you hold your shares
solely for your own account and that your principal residence is the country
shown on the reverse side and you agree to notify the Agent promptly if you
transfer a beneficial interest in your shares or if your country of residence
changes.
FOR FINANCIAL INSTITUTIONS ONLY (in addition to the above items)
4. You represent that you are a bank, savings institution, or trust
company holding shares of Shoreline common stock for your own account or in a
fiduciary capacity.
5. You represent that you hold shares of Shoreline common stock as
described under Item 1 above for your own account or for bona fide fiduciary
accounts and that the country of residence for the beneficial owners of such
shares is the United States.
6. You agree to notify and advise the Agent in writing when and if the
status of an account or accounts as described under Item 1 above changes.
FOR ALL SHAREHOLDERS
Please check the desired box. If you check the second box, please
also complete the blank space.
___ All shares of Shoreline common stock registered in my name.
___ ___________ shares of Shoreline common stock as represented by
stock certificate nos. _____________________________________.
You may revoke this authorization at any time by notifying the Agent
in writing of your desire to terminate your participation in the Plan.
If you wish to enroll in this Plan, please check the appropriate box
above, as well as sign and date this form and return it in the envelope
provided.
FOR INDIVIDUAL SHAREHOLDERS
Date ____________________ __________________________________________
Signature of Shareholder
__________________________________________
Country of Residence
Date ____________________ __________________________________________
Signature of Shareholder
__________________________________________
Country of Residence
FOR OTHER SHAREHOLDERS
Date ____________________ SHAREHOLDER
__________________________________________
(Name of financial institution or other
entity)
By _______________________________________
Title _________________________________
__________________________________________
Country of incorporation or organization
Return this form only if you wish to join the Plan. An addressed
postage-paid envelope is provided for that purpose. All owners of joint
registration must sign. When signing as trustee, guardian, executor,
administrator, or corporate officer, please give your full title.
Exhibit 24
POWER OF ATTORNEY
The undersigned, in his capacity as a director or officer or both,
as the case may be, of Shoreline Financial Corporation, does hereby appoint
WAYNE R. KOEBEL and DAN L. SMITH, or either of them severally, his
attorneys or attorney to execute in his name, place and stead, in his
capacity as director or officer or both, as the case may be, of Shoreline
Financial Corporation, the registration statement of Shoreline Financial
Corporation related to its Dividend Reinvestment Plan, and any and all
amendments to said registration statement, and to file it with the
Securities and Exchange Commission. Each of said attorneys shall have the
power and authority to do and perform, in the name and on behalf 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 the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of said attorneys and
each of them.
Dated: August 25, 1994 /s/ Merlin Hanson
Merlin Hanson
Exhibit 24
POWER OF ATTORNEY
The undersigned, in his capacity as a director or officer or both,
as the case may be, of Shoreline Financial Corporation, does hereby appoint
WAYNE R. KOEBEL and DAN L. SMITH, or either of them severally, his
attorneys or attorney to execute in his name, place and stead, in his
capacity as director or officer or both, as the case may be, of Shoreline
Financial Corporation, the registration statement of Shoreline Financial
Corporation related to its Dividend Reinvestment Plan, and any and all
amendments to said registration statement, and to file it with the
Securities and Exchange Commission. Each of said attorneys shall have the
power and authority to do and perform, in the name and on behalf 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 the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of said attorneys and
each of them.
Dated: August 25, 1994 /s/ James E. LeBlanc
James E. LeBlanc
Exhibit 24
POWER OF ATTORNEY
The undersigned, in his capacity as a director or officer or both,
as the case may be, of Shoreline Financial Corporation, does hereby appoint
WAYNE R. KOEBEL and DAN L. SMITH, or either of them severally, his
attorneys or attorney to execute in his name, place and stead, in his
capacity as director or officer or both, as the case may be, of Shoreline
Financial Corporation, the registration statement of Shoreline Financial
Corporation related to its Dividend Reinvestment Plan, and any and all
amendments to said registration statement, and to file it with the
Securities and Exchange Commission. Each of said attorneys shall have the
power and authority to do and perform, in the name and on behalf 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 the undersigned might or could do in person, and the
undersigned hereby ratifies and approves the acts of said attorneys and
each of them.
Dated: August 29, 1994 /s/ Jeffrey H. Tobian
Jeffrey H. Tobian
