<PAGE>
As filed with the Securities and Exchange Commission on November 26, 1997
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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
Executive Vice President and Communications to: Warner Norcross & Judd LLP
Chief Financial Officer 111 Lyon Street, N.W.
Shoreline Financial Corporation Grand Rapids, Michigan 49503
823 Riverview Drive (616) 752-2000
Benton Harbor, Michigan 49022
(616) 927-2251
(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:
Upon filing with the Securities and Exchange Commission.
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. [ ]
<PAGE>
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] _______________
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ___________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- - -----------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SHARES AMOUNT AGGREGATE AGGREGATE AMOUNT
TO BE TO BE PRICE OFFERING OF REGIS-
REGISTERED REGISTERED PER UNIT<F3> PRICE<F3> TRATION FEE
- - --------------- ---------- ----------- --------- -----------
<S> <C> <C> <C> <C>
Common Stock 250,000 shares<F1> $33.375<F2> $8,343,750<F2> $2,528.41
<FN>
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<F1> The shares registered on this Form are in addition to the shares
previously registered.
<F2> The shares to be purchased with reinvested dividends will be offered
at a price of 95% of the average of the high and low prices for the
shares of Common Stock of Shoreline Financial Corporation (the
"Corporation") as reported on The NASDAQ Stock Market on the
applicable investment date or as otherwise provided in the Dividend
Reinvestment Plan. The shares to be purchased with optional cash
payments will be offered at a price of 100% of the average of the high
and low prices for the shares of Common Stock of the Corporation as
reported on The NASDAQ Stock Market on the applicable investment date
or as otherwise provided in the Dividend Reinvestment Plan. The
registration fee, however, is computed in accordance with Rule 457(c).
On November 24, 1997, the average of the high and low prices for the
Corporation's Common Stock reported on The NASDAQ Stock Market was
$33.375 per share.
<F3> Estimated solely for the purpose of calculating the registration fee.
</FN>
</TABLE>
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<PAGE>
PROSPECTUS
[SHORELINE LOGO]
SHORELINE FINANCIAL CORPORATION
DIVIDEND REINVESTMENT PLAN
OFFERING UP TO 250,000 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. The Plan also permits shareholders who become participants in
the Plan to make optional cash payments of not less than $50 per cash
payment (up to a maximum of $1,000 per calendar quarter) for
investment in Common Stock.
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 shares of Common Stock purchased for
participants under the Plan by automatically reinvesting the cash
dividends received on their shares will be purchased at 95% of the
average of the high and low prices for the Common Stock as reported on
The NASDAQ Stock Market. The Plan also provides that shares purchased
for participants under the Plan with optional cash payments will be
purchased at 100% of the average of the high and low prices for the
Common Stock reported on The NASDAQ Stock Market. The Corporation,
however, reserves the right to modify the pricing or any other provi-
sion of the Plan at any time. On November 24, 1997, the average of
the high and low prices for the Corporation's Common Stock reported on
The NASDAQ Stock Market was $33.375 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 participate in the Plan will continue to
receive cash dividends, as declared, in the usual manner.
<PAGE>
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.
The Common Stock of Shoreline Financial Corporation offered
hereby is not the obligation of or guaranteed or endorsed by any bank.
It does not constitute a bank deposit. It is not federally insured or
protected by the U.S. Government, the Federal Deposit Insurance
Corporation, the Federal Reserve Board, or any other governmental
agency. Investment in the Common Stock of Shoreline Financial
Corporation, as with any investment in Common Stock, involves
investment risks, including the possible loss of principal.
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 November 26, 1997
<PAGE>
SHORELINE FINANCIAL CORPORATION
Shoreline Financial Corporation (the "Corporation") is a
bank holding company which owns all of the outstanding stock of
Shoreline Bank. 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 on
The NASDAQ Stock Market 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. The plan also permits
record holders of shares who become participants in the Plan to make
optional cash payments of not less than $50 per cash payment (up to a
maximum of $1,000 per calendar quarter) for investments in 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. As used in this Prospectus, the term
"Additional Shares" includes authorized but unissued shares.
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 average
of the high and low prices for the Common Stock as reported on The
NASDAQ Stock Market on the applicable investment date, or as otherwise
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.
<PAGE>
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 and as
promptly as practicable after each transaction pursuant to the Plan,
statements of account will be furnished to participants to provide
simplified recordkeeping. See "Reports to Participants."
Participants in the Plan will also have the opportunity to
make optional cash payments to the Plan of not less than $50 per cash
payment, up to a maximum of $1,000 per calendar quarter, to be
invested in shares of Common Stock. See "Optional Cash Payments."
Shares of Common Stock purchased with optional cash payments will be
purchased at a price equal to 100% of the average of the high and low
prices for the Common Stock as reported on The NASDAQ Stock Market on
the applicable investment date, or as otherwise determined under the
Plan.
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 and other
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
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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. Participants electing partial reinvestment of cash
dividends must designate on the Authorization Form the number of whole
shares held of record by the participant for which they want the cash
dividends reinvested in additional shares of Common Stock.
Participants electing partial reinvestment will receive cash dividends
on the shares held of record by the participant that are not being
reinvested. In all cases, the cash dividends paid on all shares
credited to the participant's account under the Plan will be
reinvested in additional shares of Common Stock.
Reinvestment levels may be changed from time to time as a
participant desires by submitting a new Authorization Form to the
Agent. To be effective with respect to a particular dividend record
date, any such change must be received by the Agent before such
dividend record date.
If a participant specifies full reinvestment, cash dividends
paid on shares of Common Stock held of record by the participant in
the Plan and all shares credited to the participant's account under
the Plan will be reinvested in additional shares of Common Stock. If
a participant specifies partial reinvestment, that portion of such
dividend payment not being reinvested will be sent to the participant
by check or direct deposit in the usual manner.
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.
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
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<PAGE>
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 the
participating shareholder's cash dividends on all or a portion of the
shares of Common Stock as designated by the shareholder on the
Authorization Form and registered in the participant's name, and the
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. Participants electing partial
reinvestment of cash dividends must designate in the Authorization
Form the number of whole shares held of record by the participant for
which they want the cash dividends reinvested in additional shares of
Common Stock.
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
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<PAGE>
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 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 record 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
Dividend 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. A shareholder can minimize the possibility
of missing a desired entry date by delivering an Authorization Form to
the Agent before the first day of the record date month in which the
shareholder desires to commence participation in the Plan.
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.
OPTIONAL CASH PAYMENTS
Participants in the Plan may invest in shares of Common
Stock under the Plan by making optional cash payments ("Cash
Investments"). The minimum Cash Investment is $50 per cash payment,
and a participant's total Cash Investments may not exceed $1,000 per
calendar quarter (any three-month period ending March 31, June 30,
September 30 or December 31).
Shares of Common Stock purchased with Cash Investments will
be purchased at 100% of the average of the high and low prices for the
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<PAGE>
Common Stock of the Corporation as reported on The NASDAQ Stock Market
on the applicable Investment Date (see "Investment Date"), or as
otherwise provided in the Plan.
Cash Investments must be received by the Agent no later than
one business day prior to an Investment Date to be invested on the
Investment Date. Otherwise, the Cash Investment will be held by the
Agent and invested on the next Investment Date. As in the case of
purchases of Common Stock made through the reinvestment of cash
dividends, participants will not incur any brokerage commissions or
service charges in connection with shares purchased with Cash
Investments. Shares of Common Stock purchased with Cash Investments
will be held, and the dividends from such shares will be reinvested,
in the same manner as all other shares purchased through the Plan.
A shareholder may make an initial Cash Investment by
enclosing a check or money order (in a minimum amount of $50) with the
Authorization Form when enrolling. Thereafter, Cash Investments may
be made by forwarding a check or money order (in a minimum amount of
$50) to the Agent together with a payment form which will accompany
each statement of account. All checks and money orders for Cash
Investments should be made payable to "Norwest Bank Minnesota, N.A.,
Agent for the Shoreline Financial Corporation Dividend Reinvestment
Plan." Participants in the Plan have no obligation to make Cash
Investments, and may cease or resume making Cash Investments at any
time.
NO INTEREST WILL BE PAID ON AMOUNTS HELD PENDING CASH
INVESTMENTS. Investors should transmit Cash Investments so as to
reach the Agent not less than one business day before an Investment
Date.
Cash Investments received by the Agent will be transmitted
to a segregated escrow account for the benefit of the participants.
The escrow account will not be subject to any liens, or creditor
claims, any bankruptcy proceedings if the Corporation files for
bankruptcy, or any other claims against the Corporation.
If shares of Common Stock are not purchased within 35 days
of the receipt of a Cash Investment, the Agent will mail to each
participant a check in the amount of any such unapplied Cash
Investments, without interest.
Any Cash Investment will be refunded if a written request
for a refund is received by the Agent no later than 48 hours prior to
the Investment Date on which the Cash Investment would otherwise be
invested. However, no refund of a check or money order will be made
until the funds have been actually received by the Agent.
Accordingly, such refunds may be delayed several weeks from the
original date of the request.
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<PAGE>
INVESTMENT DATE
The Plan's Investment Date is the 15th of each calendar
month or, if the 15th is not a day on which prices are reported on The
NASDAQ Stock Market, the next day on which prices are so reported.
PAYMENT FOR DIVIDENDS BY THE CORPORATION TO THE AGENT
As and when dividends are paid on the Common Stock, 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 for which the participants have elected to reinvest cash
dividends, 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. If a participant has specified
partial reinvestment, that portion of such dividend payment not being
reinvested will be sent to the participant by check or direct deposit
in the usual manner.
PURCHASE OF SHARES
On each Investment Date, the Corporation will make shares of
Common Stock available for purchase under the Plan from its authorized
but unissued shares ("Additional Shares"). Alternatively, the
Corporation may choose, in its sole discretion, that shares of Common
Stock to be purchased under the Plan will be purchased in the open
market. 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.
For purchases made in the open market, on each Investment
Date, the Corporation will pay over to the Agent the dividends
received in accordance with "Payment for Dividends by the Corporation
to the Agent" above, together with all Cash Investments received at
least one business day before the Investment Date. See "Payment for
Dividends by the Corporation to the Agent" and "Optional Cash
Payments." The Agent will use these funds to purchase shares of
Common Stock on that Investment Date or as promptly as practicable
thereafter.
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<PAGE>
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. Notwithstanding the foregoing, if shares of
Common Stock are not purchased: (i) within 30 days after a dividend
payment date; or (ii) within 35 days of the receipt of a Cash
Investment, the Agent will mail to each participant a check in the
amount of any such unapplied cash dividends and Cash Investments,
without interest.
PRICE OF SHARES
The price of all shares of Common Stock purchased with
reinvested dividends or Cash Investments, whether made available by
the Corporation or purchased in the open market, will be based on the
prices of the Common Stock reported on The NASDAQ Stock Market. The
price of shares of Common Stock purchased from the Corporation for
participants in the Plan will be 95% (with respect to shares of Common
Stock purchased with reinvested cash dividends) or 100% (with respect
to shares of Common Stock purchased with Cash Investments) of the
average of the high and low prices for the Common Stock as reported on
The NASDAQ Stock Market on the Investment Date. 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 price of shares of Common Stock purchased by the
Agent in the open market for participants in the Plan will be 95%
(with respect to shares of Common Stock purchased with reinvested cash
dividends) or 100% (with respect to shares of Common Stock purchased
with Cash Investments) of the open market purchase price for such
shares.
ALLOCATION OF SHARES
Shares of Common Stock purchased by the Agent on behalf of
each participant in the Plan with reinvested dividends and Cash
Investments will be allocated by the Agent to the accounts of each
participant in the Plan. The number of shares that will be purchased
for each participant on any Investment Date will depend on the amount
of the participant's dividends and Cash Investments (if any) and the
purchase price of the shares of Common Stock. Each participant's
account will be credited with that number of shares (including
fractions computed to three decimal places) equal to the total amount
to be invested, divided by the applicable purchase price (also
computed to three decimal places).
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<PAGE>
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 may be required to pay an
administrative charge and any applicable brokerage commissions and
transfer taxes. See "Withdrawal from the Plan."
DIVIDENDS
Dividends on full shares, and any fraction of a share,
credited to a participant's account will be reinvested in shares of
Common Stock and credited to a participant's account. If a
participant has requested partial reinvestment, that portion of such
dividend payment not being reinvested will be sent to the participant
by check or direct deposit in the usual manner.
REPORTS TO PARTICIPANTS
Quarterly and as promptly as practicable after each
transaction, participants in the Plan will receive a statement of
account listing all purchases credited, shares deposited and/or
withdrawn from the participant's account since the last such statement
of account 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, 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
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<PAGE>
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 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
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<PAGE>
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 shareholders, 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. All certificates or cash payments described below will
be sent to the withdrawing participant within 30 days from the Agent's
receipt of such notice of withdrawal.
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 and low prices of
the Common Stock reported on The NASDAQ Stock Market 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 all whole shares, as promptly as
possible after the processing of the request for withdrawal, for the
account of the participant. Any such order will be placed through a
broker selected by the Agent. The participant will receive a check
for the proceeds of the sale, less any brokerage commissions, less a
service fee to cover administrative charges and less transfer taxes
payable with respect to the sale.
-11-
<PAGE>
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 and low prices of the Common Stock reported on The NASDAQ
Stock Market 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 Investment Date which
includes the payment of dividends, 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.
-12-
<PAGE>
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
participant's basis in the whole or fractional shares sold or paid
for. 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
P.O. Box 64856
St. Paul, MN 55164-0856
(612) 450-4064
(800) 468-9716
-13-
<PAGE>
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.
-14-
<PAGE>
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.
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 and copied at
prescribed rates, at the public reference room of the Commission
located at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549
and at the public reference facilities in the Commission's Regional
Offices located at: Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511; and 7 World Trade Center, Suite
1300, New York, New York 10048. Copies of such material can be
obtained from the Public Reference Section of the Commission, at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
The Corporation files its reports, proxy statements, and certain other
information electronically with the Commission. The Commission
maintains a Web site that contains reports, proxy, and information
statements and other information regarding registrants that file
electronically with the Commission. The address of such Web site is
(http://www.sec.gov).
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, unless such exhibits are specifically
incorporated by reference into the information that the Prospectus
incorporates). Requests for information incorporated by reference
should be directed to Wayne R. Koebel, Executive Vice President, Chief
Financial Officer and Secretary, Shoreline Financial Corporation,
823 Riverview Drive, Benton Harbor, Michigan 49022, telephone number
(616) 927-2251.
No person has been authorized to give any information or to
make any representation other than as contained or incorporated by
reference in this Prospectus. This Prospectus does not constitute an
offer of any securities other than those described on the cover page
-15-
<PAGE>
or an offer to sell or a solicitation of an offer to buy within any
jurisdiction to any person to whom it is unlawful to make such offer
or solicitation within such jurisdiction. Neither the delivery of
this Prospectus nor any sales made under this Prospectus shall under
any circumstances create any implication that there has been no change
in the affairs of the Corporation since the date of this Prospectus.
-16-
<PAGE>
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>
<CAPTION>
<S> <C> <C>
Registration Fee $ 2,528.41
Legal Fees and Expenses 2,500.00
Accountant's Fees and Expenses 1,500.00
Printing Fees and Expenses 2,500.00
Blue Sky Fees and Expenses 0
Miscellaneous Expenses 1,000.00
----------
TOTAL $10,028.41
==========
</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,
-17-
<PAGE>
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.
-18-
<PAGE>
Item 16. EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
4(a) RESTATED ARTICLES OF INCORPORATION. Previously filed
as Exhibit 3(a) to the registrant's Quarterly Report on
Form 10-Q for the period ended June 30, 1994. Here
incorporated by reference.
4(b) BYLAWS. Previously filed as Exhibit 3(b) to the
registrant's Form S-1 Registration Statement filed
March 23, 1990. Here incorporated by reference.
5 OPINION OF WARNER NORCROSS & JUDD LLP AS TO THE
LEGALITY OF THE SECURITIES BEING REGISTERED.
23(a) CONSENT OF CROWE, CHIZEK AND COMPANY LLP.
(b) CONSENT OF WARNER NORCROSS & JUDD LLP. Included
in the opinion of Warner Norcross & Judd listed in
Exhibit 5.
24 POWERS OF ATTORNEY.
99(a) SHORELINE FINANCIAL CORPORATION DIVIDEND
REINVESTMENT PLAN. Set forth in full in the
Prospectus.
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
-19-
<PAGE>
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
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 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.
-20-
<PAGE>
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 November 18, 1997.
SHORELINE FINANCIAL CORPORATION
By /S/ DAN L. SMITH
Dan L. Smith
Chairman, President, and
Chief Executive Officer
-21-
<PAGE>
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
November 18, 1997 /S/ LOUIS A. DESENBERG*
Louis A. Desenberg
Director
November 18, 1997 ___________________________
Merlin Hanson
Director
November 18, 1997 /S/ THOMAS T. HUFF*
Thomas T. Huff
Director
November 18, 1997 /S/ JAMES E. LEBLANC*
James E. LeBlanc
Director
November 18, 1997 /S/ L. RICHARD MARZKE*
L. Richard Marzke
Director
November 18, 1997 /S/ JAMES F. MURPHY*
James F. Murphy
Director
November 18, 1997 /S/ DAN L. SMITH
Dan L. Smith
Chairman, President, Chief
Executive Officer, and Director
(Principal Executive Officer)
November 18, 1997 /S/ ROBERT L. STARKS*
Robert L. Starks
Director
November 18, 1997 /S/ JEFFREY H. TOBIAN*
Jeffrey H. Tobian
Director
November 18, 1997 /S/ RONALD L. ZILE*
Ronald L. Zile
Vice Chairman of the Board
and Director
-22-
<PAGE>
November 18, 1997 /S/ WAYNE R. KOEBEL
Wayne R. Koebel
Executive Vice President,
Chief Financial Officer,
Secretary, and Treasurer
(Principal Financial Officer and
Accounting Officer)
November 18, 1997 *By /S/ WAYNE R. KOEBEL
Wayne R. Koebel
(Attorney-in-Fact for the indicated
persons)
-23-
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
4(a) Restated Articles of Incorporation.
Previously filed as Exhibit 3(a) to the
registrant's Quarterly Report on Form 10-Q
for the period ended June 30, 1994. Here
incorporated by reference.
4(b) Bylaws. Previously filed as Exhibit 3(b) to
the Registrant's Form S-1 Registration
Statement filed March 23, 1990. Here
incorporated by reference.
5 Opinion of Warner Norcross & Judd LLP as to the
legality of the securities being registered
23(a) Consent of Crowe, Chizek and Company LLP
(b) Consent of Warner Norcross & Judd LLP (see Exhibit 5)
24 Powers of Attorney
99(a) Shoreline Financial Corporation Dividend
Reinvestment Plan. Set forth in full in the
Prospectus
<PAGE>
EXHIBIT 5
WARNER NORCROSS & JUDD LLP
Attorneys At Law
900 Old Kent Building
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503-2487
Telephone: (616) 752-2000
Fax: (616) 752-2500
November 26, 1997
Board of Directors
Shoreline Financial Corporation
P.O. Box 1248
823 Riverview Drive
Benton Harbor, Michigan 49022-1248
Re: DIVIDEND REINVESTMENT PLAN
Gentlemen:
We have acted as counsel to Shoreline Financial Corporation (the
"Corporation") in connection with the Registration Statement under the
Securities Act of 1933, on Form S-3 (the "Registration Statement") filed
with the Securities and Exchange Commission for the purpose of registering
250,000 shares of Common Stock of the Corporation for the sale to its
shareholders pursuant to the Shoreline Financial Corporation Dividend
Reinvestment Plan. We are familiar with the corporate actions taken by the
Board of Directors of the Corporation authorizing the registration and
offering of such shares and we have examined such documents for the purpose
of furnishing this opinion.
It is our opinion that the 250,000 shares of Common Stock being
offered by the Corporation as described in the Registration Statement, upon
delivery thereof and payment therefor in accordance with the terms stated
in the Registration Statement will be legally issued, fully paid and
nonassessable.
We hereby consent to the reference to us in the Registration
Statement and to the filing of this opinion and consent as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Gordon R. Lewis
Gordon R. Lewis
cgp
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Shoreline Financial Corporation on Form S-3, including
the Prospectus for the Shoreline Financial Corporation Dividend
Reinvestment Plan, of our report dated February 14, 1997 on the
consolidated financial statements of Shoreline Financial Corporation,
which report appears on page 37 of Shoreline Financial Corporation's
Annual Report to Shareholders for the year ended December 31, 1996.
/s/Crowe, Chizek and Company LLP
Crowe, Chizek and Company LLP
South Bend, Indiana
November 24, 1997
<PAGE>
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, a Form S-3 registration statement of Shoreline
Financial Corporation related to its Dividend Reinvestment Plan, and any
and all amendments to said registration statement, and any and all
additional registration statements related to Shoreline Financial
Corporation's Dividend Reinvestment Plan, and to file it or them with the
Securities and Exchange Commission.
Dated: NOVEMBER 18, 1997 /S/ JAMES E. LEBLANC
James E. LeBlanc
<PAGE>
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, a Form S-3 registration statement of Shoreline
Financial Corporation related to its Dividend Reinvestment Plan, and any
and all amendments to said registration statement, and any and all
additional registration statements related to Shoreline Financial
Corporation's Dividend Reinvestment Plan, and to file it or them with the
Securities and Exchange Commission.
Dated: NOVEMBER 18, 1997 /S/ JEFFREY H. TOBIAN
Jeffrey H. Tobian
<PAGE>
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, a Form S-3 registration statement of Shoreline
Financial Corporation related to its Dividend Reinvestment Plan, and any
and all amendments to said registration statement, and any and all
additional registration statements related to Shoreline Financial
Corporation's Dividend Reinvestment Plan, and to file it or them with the
Securities and Exchange Commission.
Dated: NOVEMBER 18, 1997 /S/ LOUIS A. DESENBERG
Louis A. Desenberg
<PAGE>
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, a Form S-3 registration statement of Shoreline
Financial Corporation related to its Dividend Reinvestment Plan, and any
and all amendments to said registration statement, and any and all
additional registration statements related to Shoreline Financial
Corporation's Dividend Reinvestment Plan, and to file it or them with the
Securities and Exchange Commission.
Dated: NOVEMBER 18, 1997 /S/ THOMAS T. HUFF
Thomas T. Huff
<PAGE>
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, a Form S-3 registration statement of Shoreline
Financial Corporation related to its Dividend Reinvestment Plan, and any
and all amendments to said registration statement, and any and all
additional registration statements related to Shoreline Financial
Corporation's Dividend Reinvestment Plan, and to file it or them with the
Securities and Exchange Commission.
Dated: NOVEMBER 18, 1997 /S/ L. RICHARD MARZKE
L. Richard Marzke
<PAGE>
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, a Form S-3 registration statement of Shoreline
Financial Corporation related to its Dividend Reinvestment Plan, and any
and all amendments to said registration statement, and any and all
additional registration statements related to Shoreline Financial
Corporation's Dividend Reinvestment Plan, and to file it or them with the
Securities and Exchange Commission.
Dated: NOVEMBER 18, 1997 /S/ JAMES F. MURPHY
James F. Murphy
<PAGE>
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, a Form S-3 registration statement of Shoreline
Financial Corporation related to its Dividend Reinvestment Plan, and any
and all amendments to said registration statement, and any and all
additional registration statements related to Shoreline Financial
Corporation's Dividend Reinvestment Plan, and to file it or them with the
Securities and Exchange Commission.
Dated: NOVEMBER 18, 1997 /S/ DAN L. SMITH
Dan L. Smith
<PAGE>
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, a Form S-3 registration statement of Shoreline
Financial Corporation related to its Dividend Reinvestment Plan, and any
and all amendments to said registration statement, and any and all
additional registration statements related to Shoreline Financial
Corporation's Dividend Reinvestment Plan, and to file it or them with the
Securities and Exchange Commission.
Dated: NOVEMBER 18, 1997 /S/ ROBERT L. STARKS
Robert L. Starks
<PAGE>
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, a Form S-3 registration statement of Shoreline
Financial Corporation related to its Dividend Reinvestment Plan, and any
and all amendments to said registration statement, and any and all
additional registration statements related to Shoreline Financial
Corporation's Dividend Reinvestment Plan, and to file it or them with the
Securities and Exchange Commission.
Dated: NOVEMBER 18, 1997 /S/ RONALD L. ZILE
Ronald L. Zile
<PAGE>
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, a Form S-3 registration statement of Shoreline
Financial Corporation related to its Dividend Reinvestment Plan, and any
and all amendments to said registration statement, and any and all
additional registration statements related to Shoreline Financial
Corporation's Dividend Reinvestment Plan, and to file it or them with the
Securities and Exchange Commission.
Dated: NOVEMBER 18, 1997 /S/ WAYNE R. KOEBEL
Wayne R. Koebel
