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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 22, 1998
REGISTRATION NO. ____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
IBT BANCORP, INC.
(Exact name of Registrant as specified in its charter)
MICHIGAN 38-2830092
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 EAST BROADWAY
MT. PLEASANT, MI 48858
(517) 772-9471
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
DENNIS P. ANGNER
200 EAST BROADWAY
MT. PLEASANT, MI 48858
(517) 772-9471
(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 the effective date of this Registration Statement.
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, please check the following box. __
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. |_|
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of each class Amount Maximum Maximum Amount of
of Securities to be Offering Price Aggregate Registration
to be Registered Registered Per Unit Offering Price Fee
<S> <C> <C> <C> <C>
Common Shares 40,000 (1) $70.00 (2) $2,800,000 (2) $826.00 (3)
</TABLE>
(1) Plus such indeterminate number of additional shares as may be required to be
issued in the event of an adjustment as a result of an increase in the number of
issued shares of common stock resulting from a subdivision of such shares, the
payment of stock dividends or certain other capital adjustments.
(2) Estimated based on the average price of the common stock on May 19, 1998,
pursuant to Rule 457(c) solely for purposes of calculating the registration fee.
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PROSPECTUS
IBT BANCORP, INC.
STOCKHOLDER DIVIDEND REINVESTMENT
AND
EMPLOYEE STOCK PURCHASE PLAN
COMMON STOCK
$6 PAR VALUE
The IBT Bancorp, Inc. Stockholder Dividend Reinvestment and Employee
Stock Purchase Plan (the "Plan") of IBT Bancorp, Inc., a bank holding company,
(the "Corporation") provides each registered holder of the Corporation's Common
Stock, $6 par value ("Common Stock") and employees of the Corporation and its
subsidiaries, with a simple and convenient method of reinvesting cash dividends
and/or cash investments, in shares of Common Stock without payment of any
brokerage commission or service charge.
Participants in the Plan may acquire shares of Common Stock by:
- reinvesting all of their cash dividends on Common Stock held in their
name; or reinvesting any portion of their cash dividends and continuing to
receive a check for the uncommitted portion on Common Stock held in their name;
or
- having amounts deducted from their payroll.
The shares purchased under the Plan will be authorized but unissued
shares of the Corporation's Common Stock. The Plan currently provides that
shares purchased for participants will be purchased at a price determined by the
Corporation's Board of Directors as provided in the Plan. The Corporation,
however, reserves the right to modify the pricing or any other provision of the
Plan at any time. The Plan does not represent a change in the Corporation's
dividend policy or a guarantee of future dividends, which will continue to
depend on earnings, financial requirements and other factors.
Any holder of record of Common Stock is eligible to participant in the
Plan as well as employees of the Corporation and its subsidiaries. In addition,
certain
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nominee stockholders may have the capability to make participation in
the Plan or some features of the Plan available to beneficial owners of shares
held by them.
Stockholders and employees interested in participating in the Plan may
enroll in the Plan by completing an Authorization Card and returning it to the
Plan Administrator of the Plan. Authorization cards may be obtained from the
Plan Administrator. Once enrolled in the Plan, participants will continue to be
enrolled unless they notify the Plan Administrator for the Plan that they wish
to withdraw from participation. Stockholders who do not wish to participate in
the Plan will continue to receive cash dividends, as declared, by check in the
usual manner.
This Prospectus relates to Common Stock of the Corporation registered
for purchase under the Plan. FOR A DISCUSSION OF INVESTMENT CONSIDERATIONS
ASSOCIATED WITH THE PURCHASE OF THE COMMON STOCK OFFERED HEREBY, SEE "INVESTMENT
CONSIDERATIONS." 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 May 20, 1998.
No person has been authorized to give any information or to make any
representation in connection with this offering other than those contained or
incorporated by reference in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Corporation. Neither the delivery of this Prospectus nor any sale made
under this Prospectus shall under any circumstances create an implication that
there has been
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no change in the facts set forth herein or the affairs of the Corporation since
the date of this Prospectus.
AVAILABLE INFORMATION
The Corporation has filed with the Securities and Exchange Commission
(the "Commission") a registration statement on Form S-3 (herein, together with
all amendments and exhibits, referred to as the "Registration Statement") under
the Securities Act of 1933, as amended (the "Act"), with respect to the Common
Stock offered hereby. This Prospectus does not contain all of the information
set forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. Statements
contained in this Prospectus as to the contents of any contract or other
documents are not necessarily complete, and in each instance reference is made
to the copy of such contract or document filed as an exhibit to the Registration
Statement, each such statement being qualified in all respects by such
reference. For further information, reference is made to the Registration
Statement, which may be obtained from the Commission at the same place and in
the same manner as with information concerning the Corporation, as set forth
below.
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information filed by the
Corporation with the Commission can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, and at the following regional offices of the
Commission: 7 World Trade Center Suite 1300, New York, New York 10048 and
Citicorp Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material can also 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 electronically files its reports, proxy statements and
other information 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 the Commission's Web site is http://www.sec.gov.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed in (a) through (c) below and all documents
subsequently filed pursuant to Sections 13(a), 13(c), 14, and 15(d) of the 1934
Act, prior to the termination of the offering, are hereby specifically
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 1934 Act which contains, either directly or by
incorporation by reference, 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
1934 Act 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, registered under
Section 12 of the 1934 Act, contained in the Registration Statement on Form 10
filed under the 1934 Act, including any amendment or reports filed for the
purpose of updating such description.
The Corporation will furnish without charge to each person to whom this
Prospectus is delivered, upon the person's written or oral request, a copy of
any or all of the documents incorporated by reference herein other than exhibits
to such documents (unless said exhibits are specifically incorporated by
reference into such documents). Requests should be directed to: IBT Bancorp,
Inc., 200 East Broadway, Mt. Pleasant, MI 48858, Attention: Secretary
(517)772-9471.
PROSPECTUS SUMMARY
The following summary does not purport to be complete and is qualified
in its entirety by the more detailed information appearing elsewhere herein.
Certain terms in this summary are defined elsewhere herein.
THE IBT BANCORP, INC. STOCKHOLDER DIVIDEND REINVESTMENT AND
EMPLOYEE STOCK PURCHASE PLAN
The Plan provides holders of the Corporation's Common Stock and
employees of the Corporation and its subsidiaries, with a convenient method of
purchasing shares of Common Stock without payment of any brokerage commission or
service charge.
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The shares purchased under the Plan will be authorized but unissued
shares of the Corporation's Common Stock. The Plan currently provides that
shares purchased for participants will be purchased at a price determined by the
Board of Directors as provided in the Plan. However, no shares will be purchased
at less than par value. The Plan does not represent a change in the
Corporation's dividend policy or a guarantee of future dividends, which will
continue to depend on earnings, financial requirements, and other factors.
Any holder of record of Common Stock and employees of the Corporation
or its subsidiaries are eligible to participate in the Plan. Beneficial owners
of Common Stock whose shares are registered in street or nominee name are also
eligible to participate.
Participants in the Plan acquire shares of Common Stock by reinvesting
all or a portion of their cash dividends on Common Stock held in their name or
by having amounts deducted from their payroll checks.
IBT BANCORP, INC.
IBT Bancorp, Inc., a Michigan corporation, was incorporated in 1988 for
the purpose of becoming a bank holding company and acquiring all of the
outstanding stock of Isabella Bank and Trust. The Corporation's main asset is
all of the outstanding capital stock of the Bank. The Corporation also wholly
owns IBT Financial Services, Inc. As a bank holding company, the Corporation is
subject to supervision and regulation by the Federal Reserve Board, under the
Bank Holding Company Act of 1956.
The principal executive office of the Corporation is located at 200
East Broadway, Mt. Pleasant, Michigan 48858, and the telephone number is
(517)772- 9471.
ISABELLA BANK AND TRUST
Isabella Bank and Trust (the "Bank") is a state bank organized in 1903.
The Bank offers banking services through 15 locations to businesses,
institutions, and individuals. Lending services offered include commercial real
estate loans and lines of credit, residential real estate loans, consumer loans,
student loans, and credit cards. Although the Bank has a diversified loan
portfolio, a substantial portion of its debtors' ability to honor their
contracts is dependent upon the real estate in the Bank's principal market
areas. Deposit services include interest and noninterest bearing checking
accounts, savings accounts, money market accounts, and certificates of deposit.
Other related financial products include trust services, 24- hour banking
services locally and nationally through shared automatic teller
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machines, safe deposit box rentals, credit life insurance, and direct
deposits. Active competition, principally from other commercial banks, savings
banks and credit unions, exists in all of the Bank's principal markets.
The principal executive office of the Bank is located at 200 East
Broadway, Mt. Pleasant, Michigan 48858, and the telephone number is
(517)772-9471.
INVESTMENT CONSIDERATIONS
A prospective investor should consider, together with other pertinent
information set forth in this Prospectus, the following:
MARKET FOR THE COMMON STOCK
There is no established market for the Common Stock of the Corporation
at this time. No assurance can be given that an active and liquid trading market
for the Common Stock will develop.
COMPETITION
The Bank experiences competition in attracting deposits and making
loans. Most direct competition for deposits comes from savings institutions,
other commercial banks, credit unions, money market mutual funds and corporate
and government securities. The principal basis of competition for funds is the
interest rate paid. In addition to offering competitive rates, the principal
methods used by the Bank to attract deposits include advertising, readily
accessible office locations and the quality of its service to its customers.
Competition in making real estate loans comes principally from other
savings institutions, commercial banks, mortgage companies, insurance companies,
government agencies and real estate investment trusts. These institutions
compete for loans primarily through the interest rates and loan fees they charge
and the efficiency, convenience and quality of services they provide to
borrowers and real estate brokers.
Competition is likely to increase as out-of-state financial
institutions acquire local institutions as permitted by applicable interstate
banking laws.
REGULATION
The Corporation, as a bank holding company, is subject to extensive
regulation by the Federal Reserve Board. This regulation limits how the
Corporation and its Bank subsidiary conduct their businesses and obtain
financing and is
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designed primarily to protect depositors. The Corporation's subsidiary Bank as a
state chartered bank is also subject to extensive regulation by state and
federal authorities. Such regulation could limit the ability of the Bank to pay
dividends to the Corporation.
MONETARY POLICIES
Conditions beyond management's control may have a significant impact on
changes in net interest income from one period to another. Examples of such
factors are: (1) the strength of credit demands by customers; (2) fiscal and
debt management policies of the federal government, including changes in tax
laws; (3) the Federal Reserve Board's monetary policy, including the percentage
of deposits that must be held in the form of non-earning cash reserves; (4) the
introduction and growth of new investment instruments and transaction accounts
by non-bank financial competitors; and (5) changes in rules and regulations
governing payment of interest on deposit accounts.
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 shares of Common Stock pursuant to the
Plan, when and as received, for general corporate purposes and working capital.
DESCRIPTION OF THE IBT BANCORP, INC. STOCKHOLDER
DIVIDEND REINVESTMENT AND EMPLOYEE STOCK PURCHASE PLAN
The following questions and answers describe the provisions of the Plan
under which the Corporation will sell, and holders of the Corporation's Common
Stock or employees of the Corporation and its subsidiaries may purchase, shares
of Common Stock through the automatic reinvestment of cash dividends paid on
shares of Common Stock or through payroll deduction.
PURPOSE AND ADVANTAGES
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide a simple and convenient method of
investing cash dividends or making cash investments through payroll deduction in
shares of Common Stock. The shares of Common Stock acquired under the Plan will
be purchased by the Plan Administrator from authorized but unissued shares held
by the Corporation (See Question 11). The net proceeds received therefrom
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will be added to the treasury funds of the Corporation and will be used for
general Corporate purposes. The Plan is not subject to the provisions of ERISA
nor is the Plan qualified under Section 401(a) of the Internal Revenue Code.
Participants in the Plan pay no service charge in connection with
purchases of Common Stock under the Plan (See Question 3). The purchase of
fractions of shares, as well as full shares of Common Stock, is permitted and
dividends on fractions of shares will be used to purchase additional shares.
Participants may avoid the necessity of safekeeping their certificates for
shares of Common Stock credited to their accounts. Statements of account will be
issued to simplify record keeping (See Question 16).
ADMINISTRATION
2. WHO ADMINISTERS THE PLAN FOR PARTICIPANTS?
A Plan Administrator appointed by the Corporation will administer the
Plan, keep records, send statements of account activity to participants and
perform other duties related to the Plan. Shares of Common Stock purchased under
the Plan and held by the Plan Administrator will be registered in its name or
the name of its nominee as Plan Administrator for each participant in the Plan.
In the event that the Plan Administrator should resign or otherwise cease to act
as agent, the Corporation will make other arrangements as it deems appropriate
for the administration of the Plan.
All correspondence regarding the Plan should be addressed to:
IBT Bancorp, Inc.
200 East Broadway
Mt. Pleasant, MI 48858
Attention: Mary Ann Breuer
Telephone inquiries may be made to the Plan Administrator at (517)772-
9471.
COSTS
3. ARE THERE ANY OUT-OF-POCKET COSTS TO PARTICIPANTS IN CONNECTION WITH
TRANSACTIONS UNDER THE PLAN?
There are no costs because shares of Common Stock are purchased by the
Plan Administrator from the Corporation. Under the Plan, the Corporation sells
authorized but unissued shares of Common Stock to the Plan Administrator (See
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Question 11); consequently no cost whatsoever is incurred by the participant.
However, if at the time of withdrawal from the Plan a participant directs the
Plan Administrator to sell shares of Common Stock credited to the participant's
Plan account, the participant will have to pay any related brokerage commission
and applicable stock transfer tax (See Question 15). Any service charges, such
as the Plan Administrator's fee, are always paid by the Corporation.
PARTICIPATION
4. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
All registered holders of Common Stock and employees of the Corporation
and its subsidiaries are eligible to participate. Beneficial owners of Common
Stock whose shares are registered in street or nominee names are also eligible
to participate.
5. HOW AND WHEN CAN AN ELIGIBLE STOCKHOLDER ENROLL IN THE PLAN?
Eligible stockholders and employees may enroll in the Plan at any time
by completing an Authorization Card and returning it to the Plan Administrator.
Authorization Cards may be obtained from the Plan Administrator. Persons already
participating in the Plan need not submit a new Authorization Card unless a
change in the type of participation is desired.
Reinvestment of dividends will start with the next quarterly dividend
payment after receipt of the Authorization Card, provided it is received by the
Plan Administrator on or before the record date for that dividend; otherwise, it
will be necessary to delay reinvestment until the next quarterly payment date.
Cash investments through payroll deduction will start no later than the
first work day of the month following the month in which said amounts were
deducted. Payroll deductions will commence with the employee's next regular
payroll check following receipt by the Plan Administrator of the completed
Authorization Card, provided it is received by the Plan Administrator not less
than 96 hours before payroll checks are distributed.
6. IS PARTIAL DIVIDEND REINVESTMENT PARTICIPATION POSSIBLE UNDER THE
PLAN?
Yes. A stockholder who desires that the cash dividends on less than all
of his or her shares of Common Stock be reinvested under the Plan may indicate
such number of shares on the Authorization Card under Partial Dividend
Reinvestment.
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7. MAY A PARTICIPANT PURCHASE A SPECIFIC NUMBER OF SHARES OF COMMON
STOCK?
The manner in which the Plan operates does not permit the Corporation
to honor a request that a specific number of shares of Common Stock be purchased
(See Question 10).
8. WHAT DOES THE AUTHORIZATION CARD PROVIDE?
The Authorization Card provides for the purchase of shares of Common
Stock through the following investment options:
A. Full Dividend Reinvestment directs the Corporation to pay to the
Plan Administrator all of the participant's cash dividends on all of the shares
of Common Stock then or subsequently registered in the participant's name;
B. Partial Dividend Reinvestment directs the Corporation to pay to the
Plan Administrator the participant's cash dividends on that number of shares of
Common Stock designated in the appropriate space of the Authorization Card and
permits the participant to continue to receive cash dividends on the balance of
the shares of Common Stock registered in the participant's name; and/or
C. Cash Investment permits an employee of the Corporation or its
subsidiaries to make cash investments through payroll deduction for the purchase
of shares of Common Stock. The deduction from an employee's payroll check must
be within certain minimum and maximum amounts set by the Corporation's Board of
Directors from time to time. Employees should contact the Plan Administrator for
more information on the current minimum and maximum amounts.
Cash dividends on shares of Common Stock credited to a participant's
Plan account will be reinvested in accordance with the Plan, unless otherwise
directed by the participant.
9. HOW MAY A PARTICIPANT CHANGE INVESTMENT OPTIONS UNDER THE PLAN?
A participant may change his or her investment option by written notice
to the Plan Administrator at the address set forth in Question 2.
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PURCHASE AND PRICE OF SHARES OF COMMON STOCK
10. HOW DOES THE PLAN WORK?
Dividend Reinvestment
The "Investment Date" for the reinvestment of dividends is the dividend
payment date. On each dividend payment date a participant's full or partial cash
dividend will be remitted to the Plan Administrator. The Plan Administrator will
reinvest that dividend, as well as the full cash dividend on shares of Common
Stock credited to the participant's Plan account, in authorized but unissued
shares of Common Stock purchased directly from the Corporation by the Plan
Administrator and will credit whole and fractional shares to the participant's
Plan account (computed to three decimal places). A fractional share of Common
Stock will earn a proportionate share of future dividends. Such purchases will
be made by the Plan Administrator promptly, except where temporary curtailment
or suspension of purchases is necessary to comply with applicable provisions of
Federal or state securities laws.
Cash Investment
Employees of the Corporation or its subsidiaries may invest in shares
of Common Stock by making cash investments through payroll deductions. Such cash
investments may be made as often as each payroll check, subject to the then
current minimum and maximum investment amounts established by the Corporation's
Board of Directors. If all or part of a participant's cash investment is not
enough to purchase a whole share of Common Stock, a fractional share will be
credited to the participant's Plan account and will earn a proportionate share
of future dividends. All shares purchased for a participant pursuant to the Cash
Investment Option will automatically participate in the Dividend Reinvestment
Option unless otherwise directed by the participant.
Cash investments received by the Plan Administrator pursuant to payroll
deduction will be applied by the Plan Administrator to the purchase of shares of
Common Stock from the Corporation on the first work day of the month following
the month in which said amounts were deducted. Under no circumstances will
interest be paid on cash investments held for the purchase of shares of Common
Stock.
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11. WHAT IS THE SOURCE OF THE SHARES OF COMMON STOCK TO BE SOLD UNDER THE
PLAN?
The source of the shares of Common Stock shall be authorized but
unissued shares purchased directly from the Corporation by the Plan
Administrator.
12. WHAT WILL BE THE PER-SHARE PRICE OF COMMON STOCK PURCHASED THROUGH THE
PLAN?
The per-share price of newly issued shares of Common Stock purchased
from the Corporation with reinvested dividends and/or cash investments will be
determined by the Board of Directors of the Corporation, based upon various
indicators of the Common Stock's fair market value. No shares of Common Stock
will be sold by the Corporation at less than the par value of such shares.
CERTIFICATES FOR SHARES OF COMMON STOCK
13. ARE STOCK CERTIFICATES ISSUED TO PARTICIPANTS?
Certificates for shares of Common Stock purchased for a participant
will be registered in the name of the Plan Administrator or its nominee and,
except as provided in the next paragraph, will not be issued in the
participant's name while the participant is enrolled in the Plan. This protects
against loss, theft or destruction of stock certificates. Purchases credited to
a participant's Plan account will be confirmed by the Plan Administrator as soon
as practicable after such purchases are completed.
A participant in the dividend reinvestment feature of the Plan who
desires to continue enrollment in the Plan, but elects to have whole shares of
Common Stock credited to the participant's Plan account reissued in the
participant's name, can do so at no charge upon written request to the Plan
Administrator. Certificates for fractional shares of Common Stock will not be
issued under any circumstances. A participant in the payroll deduction feature
of the Plan may elect to receive a distribution of whole shares of Common Stock
under the Plan only if he or she withdraws from participation in the Plan (See
Question 15).
A participant in the Plan may, if he or she wishes to do so, deposit
certificates for Common Stock now or hereafter registered in the participant's
name for credit as accrued shares under the Plan. Such certificates will be
transferred to the Plan Administrator or its nominee as agent for the
participant. There is no charge for this service. Because the participant will
bear the risk of loss in sending the certificates to the Plan Administrator, it
is recommended that they be sent by
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registered mail, return receipt requested, and properly insured. The
certificates need not be endorsed.
14. MAY SHARES OF COMMON STOCK IN A PLAN ACCOUNT BE PLEDGED?
Shares of Common Stock credited to the account of a participant under
the Plan may not be pledged. A participant who wishes to pledge such shares must
request that certificates for such shares be issued in the participant's name.
15. HOW AND WHEN CAN A PARTICIPANT WITHDRAW FROM THE PLAN?
A participant may withdraw from the Plan at any time by giving written
notice to the Plan Administrator. A participant that withdraws from the payroll
deduction feature of the Plan may not reparticipate in the Plan until one year
has elapsed from the date the Plan Administrator receives the withdrawal notice.
A request to withdraw from the payroll deduction feature of the Plan will be
effective as of the employee's next regular payroll check only if the notice to
withdraw is received by the Plan Administrator not less than 96 hours before
payroll checks are distributed. As soon as practicable following withdrawal, the
Plan Administrator will send the participant at no charge a certificate for the
whole shares of Common Stock in the participant's Plan account and a cash
payment will be made for any fraction of a share. If the participant so
requests, the Plan Administrator will sell such whole shares of Common Stock and
remit the proceeds, less any related brokerage commission and applicable stock
transfer tax. All sales of whole shares of Common Stock, and in every case of
withdrawal, the participant's interest in a fractional share, will be paid in
cash.
If the request to withdraw is received by the Plan Administrator on or
after the record date for a dividend payment, any dividend paid on the dividend
payment date will be invested for the participant's account.
REPORTS TO PARTICIPANTS
16. WHAT KIND OF REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
Following each purchase of shares of Common Stock for a participant's
account, the participant will receive a statement showing the amount invested,
purchase price, the number of shares purchased, total shares accumulated and
other information for the year to date. These statements are a participant's
record of the costs of his or her purchases and should be retained for income
tax and other purposes. In addition, each participant will receive copies of the
same communications sent to all other holders of shares of Common Stock,
including the
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Corporation's quarterly reports and annual report to stockholders,
a notice of the annual meeting and proxy statement and Internal Revenue Service
information.
All notices, statements and reports from the Plan Administrator to a
participant will be addressed to the participant at his or her last address of
record with the Plan Administrator. Therefore, participants must promptly notify
the Plan Administrator of any change of address.
17. WHAT HAPPENS WHEN A PARTICIPANT CEASES TO BE A STOCKHOLDER OF RECORD
OR EMPLOYEE?
If a participant disposes of all shares of Common Stock registered in
the participant's name or ceases to be an employee of the Corporation or its
subsidiaries, the Plan Administrator will continue to reinvest the dividends on
the shares credited to the participant's Plan account until otherwise notified.
TAX CONSEQUENCES
18. WHAT IS THE TAX STATUS OF REINVESTED CASH DIVIDENDS, PAYROLL
DEDUCTIONS AND SHARES OF COMMON STOCK ACQUIRED THROUGH THE PLAN?
(a) Participants are advised to consult their own tax advisors with
respect to the tax consequences of their participation in the Plan. The
reinvestment of cash dividends or deduction of amounts from payroll checks does
not relieve the participant of any income tax payable on such income. In
general, the Corporation believes that stockholders who participate in the Plan
will have the same Federal income tax consequences, with respect to dividends
payable to them, as any other holder of record of Common Stock. 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 with respect to the participant's shares, even though that amount is not
actually received by the participant in cash but, instead, is applied to the
purchase of additional shares of Common Stock for the participant's account
under the Plan.
In general, the Corporation believes that employees who participate in
the Plan will have the same Federal income tax consequences, with respect to
amounts deducted from their payroll checks, as employees who do not participate.
An employee who participates in the Plan will be treated for Federal income tax
purposes as having received, on each payroll date, wages equal to the full
amount earned, even though the full amount is not actually received in cash but,
instead, a portion is applied to the purchase of shares of Common Stock for the
employee's account under the Plan.
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(b) In the opinion of counsel, any service charges paid by the
Corporation on a participant's behalf should not be subject to income taxes when
the Plan Administrator purchases authorized but unissued shares of Common Stock
from the Corporation.
(c) A participant will not realize any taxable income upon receipt of
certificates for whole shares of Common Stock acquired through the Plan.
However, a participant who received a cash payment for a fractional share
credited to a participant's Plan account may have a gain or loss recognized with
respect to such fraction. Gain or loss may also be recognized by a participant
when whole shares of Common Stock are sold, either pursuant to the participant's
request upon withdrawal from the Plan (see Question 15) or by the participant
after withdrawal from the Plan. The amount of such gain or loss will be the
difference between the amount a participant receives for such shares or fraction
of a share, and the purchase cost thereof. Such gain or loss will be capital in
character if such full share or fractional share is a capital asset in the hands
of the participant. The Plan Administrator's statements of a participant's Plan
account should be retained by the participant to determine the tax basis of
shares of Common Stock acquired through the Plan.
OTHER INFORMATION
19. HOW WILL SHARES OF COMMON STOCK HELD IN A PARTICIPANT'S PLAN ACCOUNT
BE VOTED AT MEETINGS OF STOCKHOLDERS?
For each meeting of stockholders, a participant will receive proxy
material that will enable the participant to vote both the shares of Common
Stock registered in the participant's name directly and/or whole shares of
Common Stock credited to the participant's Plan account.
20. WHAT HAPPENS IN THE EVENT THE CORPORATION DECLARES A STOCK DIVIDEND, A
STOCK SPLIT OR ISSUES SUBSCRIPTION RIGHTS?
Stock dividends in the form of Common Stock or split shares distributed
by the Corporation on shares of Common Stock held by the Plan Administrator for
a participant will be credited to the participant's Plan account. Certificates
for such stock dividends and split shares distributed on shares of Common Stock
registered in the name of the participant will be mailed directly to the
participant. In the event of a subscription rights offering or a dividend in the
form of stock other than Common Stock, such rights or such stock will be mailed
directly to a participant in the Plan in the same manner as to holders of Common
Stock not participating in the Plan.
15
<PAGE> 17
21. MAY THE PLAN BE SUSPENDED, MODIFIED OR TERMINATED?
The Corporation reserves the right to interpret and regulate the Plan
as it deems desirable or necessary. Notwithstanding any other provision of the
Plan, the Board of Directors of the Corporation or any designated committee
thereof reserves the right to suspend, modify or terminate the Plan at any time,
but such action shall have no retroactive effect that would prejudice the
interests of participants. Notice of any such suspension, modification or
termination will be sent to all participants. The terms and conditions of the
Plan and its operation shall be governed by the laws of the State of Michigan.
22. WHAT ARE THE RESPONSIBILITIES OF THE CORPORATION AND THE PLAN
ADMINISTRATOR UNDER THE PLAN?
Neither the Corporation nor the Plan Administrator shall be liable in
administering the Plan for any act done in good faith, or for any good faith
omission to act, including, without limitation, any claims of liability: (1)
arising out of failure to terminate the participant's Plan account upon such
participant's death prior to receipt of notice in writing of such death; (2)
with respect to the prices at which shares of Common Stock are purchased or sold
for the participant's Plan account and the time when such purchases or sales are
made (provided, however, that nothing herein shall be deemed to constitute a
waiver of any rights that a participant might have under the 1934 Act or other
applicable Federal and state securities laws; and (3) for any fluctuations in
the market price after purchase or sale of shares of Common Stock.
23. ARE THERE ANY RESTRICTIONS ON THE RESALE OF STOCK ACQUIRED BY
PARTICIPANTS UNDER THE PLAN?
Employees who are not "affiliates" (as that term is defined below) of
the Corporation at the time of their reoffer or resale of shares of Common Stock
and who acquired such Common Stock under the Plan, generally are entitled to
effect such resales or reoffers without registration under the Securities Act of
1933 (the "Act") or reliance upon Rule 144 under the Act or another exemption.
Employees who are "affiliates" of the Corporation are subject to
certain limitations on their ability to resell or reoffer shares of Common Stock
acquired under the Plan. Such affiliates may reoffer or resell such Common Stock
only (i) in a transaction registered under the Act or (ii) in reliance upon and
in compliance with applicable provisions of Rule 144 under the Act or other
exemption from the registration requirements of the Act. The Corporation has
neither an obligation nor any present intention to prepare and file a
registration statement under the Act, and such a registration statement would be
necessary if an affiliate were to sell in a
16
<PAGE> 18
registered transaction. Whether an exemption from the registration requirements
of the Act is available is a complicated question that depends upon the
particular circumstances of each individual.
"Affiliates" is defined in Rule 405 under the Act to include any person
that directly or indirectly, through one or more intermediaries, controls, or is
controlled by, or is under common control with, the Corporation by means of the
direct or indirect possession of the power to direct or cause the direction of
the Corporation's management and policies, whether through the ownership of
voting securities, by contract, or otherwise.
Because of the broad meaning ascribed to the term "affiliates" by the
Securities and Exchange Commission, prior to any resale or reoffer of shares of
Common Stock acquired under its Plan, the corporate officers of the Corporation
should consider carefully and consult with their respective counsel concerning
whether they may be deemed an affiliate of the Corporation and therefore subject
to the foregoing limitations.
Any purchase and sale or sale and purchase of common Stock, including
Common Stock acquired under the Plan, within any period of less than six months
by persons who are the beneficial owners of more than 10% of the outstanding
Common Stock of the Corporation or who are directors or officers of the
Corporation may, in certain situations be subject to the liabilities imposed by
Section 16(b) of the 1934 Act.
THE PLAN DOES NOT REPRESENT A CHANGE IN THE DIVIDEND POLICY OF THE CORPORATION,
WHICH WILL CONTINUE TO DEPEND ON EARNINGS, FINANCIAL REQUIREMENTS AND OTHER
FACTORS. STOCKHOLDERS WHO DO NOT WISH TO PARTICIPATE IN THE PLAN WILL CONTINUE
TO RECEIVE CASH DIVIDENDS, SO DECLARED, BY CHECK IN THE USUAL MANNER.
NEITHER THE CORPORATION NOR THE PLAN ADMINISTRATOR CAN ASSURE YOU OF A PROFIT OR
PROTECT YOU AGAINST A LOSS ON SHARES OF THE CORPORATION'S COMMON STOCK PURCHASED
UNDER THE PLAN.
LEGAL OPINION
The validity of the Common Stock being offered has been passed upon by
Foster, Swift, Collins & Smith, P.C., 313 South Washington Square, Lansing,
Michigan 48933.
17
<PAGE> 19
INDEMNIFICATION
The Corporation's Articles of Incorporation provide that the
Corporation shall indemnify any person, including directors and officers of the
Corporation, to the full extent permitted by the Michigan Business Corporation
Act. 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.
18
<PAGE> 20
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses payable by the registrant in connection with the issuance
and distribution of the securities being registered are estimated to be:
Registration Fee $ 826*
Legal Fees and Expenses 5,000
Accountant's Fees and Expenses 1,200
Blue Sky Fees and Expenses 100
Miscellaneous Expenses 100
-------
TOTAL $ 7,226
=======
- - -----------------
*Actual. All other expenses are estimates.
Item 15. Indemnification of Directors and Officers.
The Registrant's Articles of Incorporation provide that the Registrant
shall indemnify to the full extent permitted by the Michigan Business
Corporation Act any person who is or was or had agreed to become a director or
officer of the Corporation, or each such person who is or was serving or who had
agreed to serve at the request of the Board of Directors as an employee or agent
of the Corporation, or as a director, officer, employee or agent of another
corporation (whether for profit or not), partnership, joint venture, trust or
other enterprise (including the heirs, executors, administrators or estate of
such person).
Item 16. Exhibits.
Exhibit
Number Description
5 Opinion of Counsel
21 Subsidiaries of IBT Bancorp, Inc.
23(a) Consent of Rehmann Robson, P.C.
23(b) Consent of Andrews, Hooper & Pavlik, P.L.C.
23(c) Consent of Counsel (See Exhibit 5)
99(a) The IBT Bancorp, Inc. Stockholder
Dividend Reinvestment and Employee
Stock Purchase Plan
99(b) Authorization Cards
II-1
<PAGE> 21
Item 17. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(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
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply 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 Section 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 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
II-2
<PAGE> 22
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.
II-3
<PAGE> 23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe 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 Mt. Pleasant, State of Michigan on May 21, 1998.
IBT BANCORP, INC.
By \s\ David W. Hole
-----------------------------
David W. Hole, President
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.
\s\ David W. Hole May 21, 1998
- - -------------------------------------------
David W. Hole, President
(Principal Executive Officer)
and Director
\s\ Dennis P. Angner May 21, 1998
- - -------------------------------------------
Dennis P. Angner, Treasurer
(Principal Financial Officer)
\s\ L. A. Johns May 21, 1998
- - -------------------------------------------
L. A. Johns, Chairman of the
Board and Director
\s\ James R. Bigard May 21, 1998
- - -------------------------------------------
James R. Bigard, Director
<PAGE> 24
\s\ Frederick L. Bradford May 21, 1998
- - -------------------------------------------
Frederick L. Bradford, Director
\s\ Gerald D. Cassel May 21, 1998
- - -------------------------------------------
Gerald D. Cassel, Director
\s\ James C. Fabiano May 21, 1998
- - -------------------------------------------
James C. Fabiano, Director
\s\ Ronald E. Schumacher May 21, 1998
- - -------------------------------------------
Ronald E. Schumacher, Director
\s\ Robert O. Smith May 21, 1998
- - -------------------------------------------
Robert O. Smith, Director
\s\ Dean E. Walldorff May 21, 1998
- - -------------------------------------------
Dean E. Walldorff, Director
<PAGE> 25
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description Page
- - ------- ----------- ------------
5 Opinion of Counsel
21 Subsidiaries of IBT Bancorp,
Inc.
23(a) Consent of Rehmann Robson, P.C.
(b) Consent of Andrews, Hooper & Pavlik, P.L.C.
(c) Consent of Counsel (contained in its opinion
filed as Exhibit 5)
99(a) The IBT Bancorp, Inc. Stockholder
Dividend Reinvestment and Employee
Stock Purchase Plan
(b) Authorization Cards
<PAGE> 1
EXHIBIT 5
OPINION OF COUNSEL
<PAGE> 2
[FOSTER, SWIFT, COLLINS & SMITH, P.C. LETTERHEAD]
May 8, 1998
IBT Bancorp, Inc.
200 East Broadway
Mt. Pleasant, MI 48858
Gentlemen:
RE: IBT Bancorp, Inc.
Registration Statement on Form S-3
You have requested our opinion as counsel to IBT Bancorp, Inc., a
Michigan corporation, in connection with a Registration Statement filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
on Form S-3. The Registration Statement relates to the offering of 40,000 shares
of IBT Bancorp, Inc. common stock to be issued to stockholders in connection
with the IBT Bancorp, Inc. Stockholder Dividend Reinvestment and Employee Stock
Purchase Plan.
Based upon such examination and upon examination of such other
instruments and records as we deem necessary, we are of the opinion that:
1. The Corporation has been duly incorporated under the laws
of the State of Michigan, and is validly existing and in good standing under the
laws of that state.
2. The 40,000 shares of common stock covered by this
Registration Statement have been legally authorized; and when such shares have
been duly delivered to stockholders against payment therefore as contemplated by
the IBT Bancorp, Inc. Stockholder Dividend Reinvestment and Employee Stock
Purchase Plan, such shares will be legally issued, fully paid and nonassessable.
<PAGE> 3
[FOSTER, SWIFT, COLLINS & SMITH, P.C. LETTERHEAD]
IBT Bancorp, Inc.
Page 2
May 8, 1998
This opinion is furnished for use as an Exhibit to the Registration
Statement. We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to us in the Prospectus under the
heading "Legal Opinion".
FOSTER, SWIFT, COLLINS & SMITH, P.C.
Foster, Swift, Collins & Smith, P.C.
<PAGE> 1
EXHIBIT 21
SUBSIDIARIES OF IBT BANCORP, INC.
<PAGE> 2
SUBSIDIARIES OF THE REGISTRANT:
Isabella Bank and Trust, a Michigan corporation, wholly owned by IBT
Bancorp, Inc.
IBT Financial Services, Inc., a Michigan corporation, wholly owned by
IBT Bancorp, Inc.
<PAGE> 1
EXHIBIT 23(A)
CONSENT OF REHMANN ROBSON, P.C.
<PAGE> 2
EXHIBIT 23(a)
CONSENT OF REHMANN ROBSON, P.C.
We consent to the incorporation by reference in the Registration Statement on
Form S-3 pertaining to the Stockholder Dividend Reinvestment Plan and Employee
Stock Purchase Plan of IBT Bancorp, Inc., of our report dated January 23, 1998
relating to our audits of the consolidated financial statement of IBT Bancopr,
Inc., for the years ended December 31, 1997 and 1996.
Rehmann Robson, P.C.
Saginaw, Michigan
May 18, 1998
<PAGE> 1
EXHIBIT 23(B)
CONSENT OF ANDREWS, HOOPER & PAVLIK, P.L.C.
<PAGE> 2
Exhibit 23(b)
CONSENT OF ANDREWS HOOPER & PAVLIK, P.L.C.
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report dated February 2, 1996, which
appears on page 30 of the annual report on Form 10-K of IBT Bancorp, Inc. for
the year ended December 31, 1997.
ANDREWS HOOPER & PAVLIK, P.L.C.
Saginaw, Michigan
May 18, 1998
<PAGE> 1
EXHIBIT 99(A)
PLAN DOCUMENT
<PAGE> 2
IBT BANCORP, INC.
STOCKHOLDER DIVIDEND REINVESTMENT AND
EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I. - PURPOSE
Effective February 19, 1991, IBT Bancorp, Inc. adopted the
IBT Bancorp, Inc. Stockholder Dividend Reinvestment and Employee Stock Purchase
Plan to provide a simple, systematic and convenient method of acquiring shares
of Common Stock of the Company, without payment of any brokerage commission,
service charge or other expenses. Participants also avoid the necessity of safe
keeping their certificates, for shares of Common Stock credited to their Plan
Accounts.
The shares of Common Stock acquired under the Plan will be
purchased from treasury shares held by the Company or newly issued shares. The
net proceeds received therefrom will be added to the working capital of the
Company and will be used for general corporate purposes.
ARTICLE II. - DEFINITIONS AND CONSTRUCTION
2.1 Definitions: The following words and phrases shall, when
used herein, have the following respective meanings unless the context clearly
indicates otherwise:
(a) Account Name: The name of the Participant's account
under the Plan, which shall be:
1
<PAGE> 3
(1) the same as the name(s) in which certificates of
the Participant were registered at the time he or she entered the Plan, if
participation is based on Section 2.1(m); or,
(2) the Participant's name, if participation is based
on Section 2.1(f).
(b) Authorization Card: The enrollment form used by an
Employee or Stockholder to enroll in the Plan.
(c) Common Stock: The $6.00 par value common stock of the
Company.
(d) Company: IBT Bancorp, Inc., a bank holding company
organized and existing under the laws of the State of Michigan, or its
successor(s).
(e) Effective Date: February 19, 1991, the date on which
the provisions of this Plan became effective.
(f) Employee: Any person who, on or after the Effective
Date, is receiving remuneration for personal services rendered by the Employer.
(g) Employer: The Company and Isabella Bank and Trust or
its successor or successors. Employer also includes all members of a controlled
group of corporations (as defined in Sections 414(b) and 415
(h) of the Internal Revenue Code of 1986) of which the
Company and Isabella Bank and Trust are a part. (h) Investment Date: The
dividend payment date.
(i) Participant: Any Stockholder or Employee who, on or
after the Effective Date, elects to participate in the Plan.
2
<PAGE> 4
(j) Plan: The IBT Bancorp, Inc. Stockholder Dividend
Reinvestment and Employee Stock Purchase Plan.
(k) Plan Account: The account maintained for a participant
to record the crediting of cash dividends, payroll deductions, shares of Common
Stock, and adjustments relating thereto.
(l) Plan Administrator: The Company, a committee
designated by the Board of Directors of the Company or any entity and its
agents, chosen by the Company to administer the Plan.
(m) Stockholder: Any registered holder of the Company's
Common Stock. Beneficial owners of Common Stock whose shares are registered in
street or nominee names are considered Stockholders for purposes of the Plan.
ARTICLE III. - PARTICIPATION BY DIVIDEND REINVESTMENT
3.1 Enrollment: A Stockholder may enroll in the Plan's
Dividend Reinvestment feature at any time after the Effective Date by completing
an Authorization Card and returning it to the Plan Administrator. Authorization
Cards may be obtained by writing the Plan Administrator at the Company's
address.
3.2 Commencement: Reinvestment of dividends in the Company's
Common Stock shall commence with the next dividend payment after receipt of the
Authorization Card by the Plan Administrator, provided it is received by the
Plan Administrator on or before the record date for that dividend; otherwise,
reinvestment of dividends shall be delayed until the next dividend payment.
3
<PAGE> 5
3.3 Investment Option: The Authorization Card shall provide
for the purchase of additional shares of Common Stock through the following
investment options:
(a) Full Dividend Reinvestment. Full dividend reinvestment
directs the Company to pay to the Plan Administrator all of the Participant's
cash dividends on all of the shares of Common Stock then or subsequently
registered in the Participant's name; or
(b) Partial Dividend Reinvestment. Partial dividend
reinvestment directs the Company to pay to the Plan Administrator the
Participant's cash dividends on that number of shares of Common Stock designated
in the appropriate space of the Authorization Card and permits the Participant
to continue to receive cash dividends on the balance of the shares of Common
Stock registered in the Participant's name.
In the event a Participant elects Partial Dividend
Reinvestment, the Company is authorized to issue to the Participant separate
stock certificates, one representing shares designated for participation under
the Plan and another representing shares excluded from the Plan.
A Participant may select only one of the above options. In
all cases, cash dividends on shares of Common Stock credited to a Participant's
Plan Account shall be reinvested in accordance with the Plan.
3.4 Dividend Reinvestment: On each Investment Date a
Participant's full or partial cash dividend shall be remitted by the Company to
the Plan Administrator. The Plan Administrator shall reinvest that dividend, as
well as the
4
<PAGE> 6
full cash dividend on shares of Common Stock credited to the Participant's Plan
Account, in treasury shares or newly issued shares of Common Stock purchased
directly from the Company, and shall credit whole and fractional shares to the
Participant's Plan Account (computed to three decimal places). A fractional
share of Common Stock shall earn a proportionate share of future dividends. Such
purchases shall be made by the Plan Administrator promptly (no later than within
30 days of the receipt), except where curtailment or suspension of purchases is
necessary to comply with applicable provisions of federal or state securities
laws.
3.5 Amendment of Investment Option. A Participant may amend
his or her investment option at any time by giving written notice to the Plan
Administrator at the Company's address. Any amendment to a Participant's
investment option shall be effective as of the record date coinciding with, or
next following, the date the amendment is received by the Plan Administrator.
3.6 Withdrawal of Dividend Reinvestment Enrollment. A
Participant may withdraw from the Plan's Dividend Reinvestment feature at any
time by giving written notice to the Plan Administrator at the Company's
address. If the request to withdraw is received by the Plan Administrator on or
after the record date for a dividend payment, any dividend paid on the
Investment Date shall be invested for the Participant's Plan Account. The
request shall be processed as promptly as possible by the Plan Administrator
following such Investment Date.
As soon as practicable following withdrawal, the Plan
Administrator shall send the Participant at no charge, a certificate in the
Participant's name, for
5
<PAGE> 7
the whole shares of Common Stock in the Participant's Plan Account and a cash
payment shall be made for any fraction of a share.
Notwithstanding anything in this Section 3.6 to the contrary,
if the Participant so requests, the Plan Administrator shall sell such whole
shares of Common Stock and remit to the Participant the proceeds, less any
related brokerage commission and applicable stock transfer tax.
3.7 Disposition of all Shares: If a Participant disposes of
all shares of Common Stock registered in the Participant's name, the Plan
Administrator shall continue to reinvest the dividends on the shares credited to
the Participant's Plan Account until otherwise notified.
3.8 Accrued Shares: A Participant in the Plan's Dividend
Reinvestment feature may deposit certificates for Common Stock now or hereafter
registered in the Participant's name for credit in his or her Plan Account as
accrued shares under the Plan. Such certificates shall be transferred to the
Plan Administrator or its agent as agent for the Participant. This service shall
be provided at no charge to the Participant.
ARTICLE IV. - PARTICIPATION BY PAYROLL DEDUCTION
4.1 Enrollment: An Employee may enroll in the Plan's Payroll
Deduction feature at any time after the Effective Date by completing an
Authorization Card and returning it to the Plan Administrator. Authorization
Cards may be obtained by contacting the Company's Secretary.
4.2 Commencement of Deductions: The deduction of amounts from
the Participant's payroll shall commence with the Participant's next regular
payroll
6
<PAGE> 8
check following receipt by the Plan Administrator of the completed Authorization
Card, if the Authorization Card is received by the Plan Administrator not less
than 96 hours before payroll checks are distributed.
4.3 Investment Options: The Authorization Card shall provide
for the deduction from the Participant's payroll on a bi-weekly basis based on a
minimum and maximum amount set by the Company's Board of Directors from
time-to-time.
4.4 Purchase of Common Stock: Amounts deducted from a
Participant's payroll shall be remitted by the Employer to the Plan
Administrator who shall invest said amounts in treasury shares or newly issued
shares of the Company's Common Stock purchased directly from the Company. Such
purchases shall be made no later than the first work day of the month following
the month in which said amounts were deducted, except where curtailment or
suspension of purchases is necessary to comply with applicable provisions of
federal or state securities laws.
4.5 Amendment of Payroll Deduction: A Participant may amend
his or her payroll deduction election at any time by giving written notice to
the Plan Administrator. Any amendment to a Participant's payroll deduction
election shall be effective as of the Participant's next regular payroll check
if the written notice is received by the Plan Administrator not less than 96
hours before payroll checks are distributed.
4.6 Withdrawal of Payroll Deduction Enrollment: A Participant
may withdraw from the Plan's Payroll Deduction feature at any time by giving
written notice to the Plan Administrator. Any request to withdraw shall be
effective as of
7
<PAGE> 9
the Participant's next regular payroll check if the notice to withdraw is
received by the Employer not less than 96 hours before payroll checks are
distributed. A Participant who withdraws from the Plan's Payroll Deduction
feature may not reparticipate in the Plan until one year has elapsed from the
date the Plan Administrator receives the withdrawal notice.
As soon as practicable following withdrawal, the Plan
Administrator shall send the Participant at no charge, a certificate in the
Participant's name, for the whole shares of Common Stock in the Participant's
Plan account and a cash payment shall be made for any fraction of a share.
Notwithstanding anything in this Section 4.6 to the contrary,
if the Participant so requests, the Plan Administrator shall sell such whole
shares of Common Stock and remit to the Participant the proceeds, less any
related brokerage commission and applicable stock transfer tax.
4.7 Automatic Dividend Reinvestment: All shares purchased for
the Participant pursuant to the Plan's Payroll Deduction feature shall be
credited to the Participant's Plan Account and will automatically participate
in, and be governed by, the terms and conditions of the Plan's Dividend
Reinvestment feature (as set forth in Article III above).
ARTICLE V. - PLAN OPERATION
5.1 Per-Share Price of Common Stock: The per-share price of
treasury shares and newly issued shares of Common Stock purchased from the
Company under the Plan shall be determined by the Board of Directors of the
Company. In making the determination, the Board of Directors will consider the
8
<PAGE> 10
financial condition of the Company and its recent operating results, values of
publicly traded securities of other financial institutions giving effect to the
relative book values and earnings of such institutions and the lack of liquidity
of the Company's Common Stock, and such other factors as the Board in its sole
and absolute discretion deems relevant. No shares of Common Stock shall be sold
by the Company at less than the par value of such shares.
5.2 Price of any Fraction of a Share: Whenever, pursuant to
the terms of the Plan, a Participant receives cash for any fraction of a share
of the Company's Common Stock, said cash payment shall be determined on the
basis of the most recent per-share price for treasury shares or newly issued
shares of Common Stock purchased from the Company under the Plan.
5.3 Commingling of Monies: In making purchases for
Participant's Plan Accounts, the Plan Administrator may commingle the
Participant's dividends and payroll deductions with those of others
participating in the Plan. It is understood that any monies held under the Plan
will not bear interest.
5.4 Issuance of Stock Certificates:
(a) Registration of Certificates. Certificates for shares
of Common Stock purchased for a Participant shall be registered in the name of
the Plan Administrator or its agent and, except as provided in (b) below, shall
not be issued in the Participant's name while the Participant is enrolled in the
Plan.
(b) Reissuance in Participant's Name. A Participant in the
Plan's Dividend Reinvestment feature who desires to continue enrollment in the
Plan, but elects to have the whole shares of Common Stock credited to the
9
<PAGE> 11
Participant's Plan Account reissued in the Participant's name, can do so at no
charge upon written request to the Plan Administrator. Certificates for
fractional shares of Common Stock shall not be issued under any circumstances. A
Participant in the Plan's Payroll Deduction feature may elect to receive a
distribution of whole shares of Common Stock under the Plan only if he or she
withdraws from Plan participation in accordance with Section 4.6.
If the request to have whole shares of Common Stock reissued
in the Participant's name is received by the Plan Administrator on or after the
record date for a dividend payment, any dividend paid on the aforementioned
whole shares on the Investment Date shall be invested for the Participant's Plan
Account. The request shall be processed as promptly as possible by the Plan
Administrator following such Investment Date.
5.5 Costs to Participants: The Participant shall incur no
costs for purchases of Common Stock by the Plan Administrator. However, if at
the time of termination a Participant directs the Plan Administrator to sell
shares of Common Stock credited to the Participant's Plan Account, the
Participant shall pay any related brokerage commission and applicable stock
transfer tax. Service charges, such as administration fees if the Plan should be
administered by someone other than the Company, are the responsibility of the
Company.
5.6 Reports to Participants:
(a) Purchase Reports. As soon as practicable following
each purchase of shares of Common Stock for a Participant, the Participant shall
receive a statement showing the amount invested, purchase price, the number of
shares
10
<PAGE> 12
purchased, total shares accumulated, and other relevant information for
the year to date.
(b) Other Reports. Each Participant shall receive copies
of the same communications sent to all other holders of shares of Common Stock,
including the Company's quarterly reports and annual report to shareholders, a
notice of the annual meeting and proxy statement and (if necessary) Internal
Revenue Service information (on Form 1099) for reporting dividend income
received.
(c) Address. All notices, statements, and reports from the
Plan Administrator to a Participant shall be addressed to the Participant at his
or her last address of record with the Plan Administrator. The Participant
agrees to notify the Plan Administrator promptly in writing of any change of
address.
5.7 Termination of Participant's Plan Account: The Company may
terminate a Participant's Plan Account at any time in its discretion by giving
written notice to the Participant. As soon as practicable following termination,
the Plan Administrator shall send the Participant a certificate in the
Participant's name, for the whole shares of Common Stock in the Participant's
Plan Account and a cash payment shall be made for any fraction of a share.
Notwithstanding anything in the preceding paragraph to the
contrary, if the Participant so requests, the Plan Administrator shall sell such
whole shares of Common Stock and remit to the Participant the proceeds, less any
related brokerage commission and applicable state transfer tax.
11
<PAGE> 13
5.8 Termination of the Plan:
In the event the Company should terminate the Plan, as soon as
practicable following termination, the Plan Administrator shall send each
Participant a certificate in the Participant's name, for the whole shares of
Common Stock in the Participant's Plan Account and a cash payment shall be made
for any fraction of a share.
Notwithstanding anything in the preceding paragraph to the
contrary, if the Participant so requests, the Plan Administrator shall sell such
whole shares of Common Stock and remit to the Participant the proceeds, less any
related brokerage commission and applicable stock transfer tax.
ARTICLE VI. - ADMINISTRATION
6.1 Appointment of Plan Administrator: The Plan shall be
administered by a Plan Administrator which shall be the Company, a committee
designated by the Board of Directors of the Company, or any entity and its
agents, chosen by the Company to administer the Plan.
6.2 Duties of Plan Administrator: The Plan Administrator shall
administer the Plan, keep records, send statements of account activity and other
required reports to Participants, and perform any other duties related to the
Plan. Shares of Common Stock purchased under the Plan and held by the Plan
Administrator shall be registered in its name or the name of its agent
designated for that purpose, as agent for each Participant in the Plan.
13
<PAGE> 14
6.3 Resignation of Plan Administrator: Should the Plan
Administrator resign or otherwise cease to act as agent for the Participants,
the Company shall make other arrangements as it deems appropriate for the
administration of the Plan.
6.4 Liability of the Company and the Plan Administrator:
Neither the Company, the Plan Administrator, nor any agent employed by the Plan
Administrator shall be liable in administering the Plan or any act done in good
faith, or for any good faith omission to act, including, without limitation, any
claims of liability:
(a) arising out of failure to terminate the Participant's
Plan Account upon such Participant's death prior to receipt of notice in writing
of such death;
(b) with respect to the prices at which shares of Common
Stock are purchased or sold for the Participant's Plan Account in the time when
such purchases or sales are made (provided, however that nothing herein shall be
deemed to constitute a waiver of any rights that a Participant might have under
the Securities Exchange Act of 1934 or applicable federal and state securities
laws); and
(c) for any fluctuations in the market price after
purchase or sale of shares of Common Stock.
ARTICLE VII. - MISCELLANEOUS
7.1 Non-Guarantee of Profit: Nothing contained herein, shall
be construed as an assurance by the Company of a profit to the Participant or
13
<PAGE> 15
protection against loss on shares of the Company's Common Stock purchased under
the Plan.
7.2 Other Services: The Plan Administrator may charge the
Participant for services performed at the request of a Participant and not
provided for herein.
7.3 Pledging of Common Stock: Shares of Common Stock
credited to the Participant's Plan Account under the Plan may not be pledged. A
Participant who wishes to pledge such shares must request that certificates for
such shares be issued in the Participant's name.
7.4 Voting of Shares: For each meeting of shareholders, a
Participant shall receive proxy material that will enable the Participant to
vote both the shares of Common Stock registered in the Participant's name
directly and/or whole shares of Common Stock credited to the Participant's Plan
Account. Participants will not be permitted to vote fractional shares of Common
Stock.
7.5 Income Tax: It is understood by the Participant that
the reinvestment of dividends and/or the reduction in a Participant's wages does
not relieve the Participant of any income tax which may be payable. The Company
shall not withhold taxes from dividends, unless the Internal Revenue Service
directs the Company to withhold 20% of any dividend payment to specified
Participants who under-report dividend income. In such a situation, the amount
withheld shall not be reinvested under the Plan.
7.6 Stock Dividends and Related Matters: Stock dividends in
the form of Common Stock or stock splits distributed by the Company on shares of
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<PAGE> 16
Common Stock held by the Plan Administrator for a Participant shall be credited
to the Participant's Plan Account. Certificates for such stock dividends and
stock splits distributed on shares of Common Stock registered in the name of the
Participant shall be mailed directly to the Participant. In the event of a
subscription rights offering or a dividend in the form of a stock other than
Common Stock, such rights or other stock shall be mailed directly to a
Participant in the Plan in the same manner as to holders of Common Stock not
participating in the Plan.
7.7 Suspension, Modification, or Termination of the Plan:
Notwithstanding anything herein to the contrary, the Company reserves the right
to interpret and regulate the Plan as it deems desirable or necessary. The
Company reserves the right to suspend, modify or terminate the Plan at any time,
but such action shall have no retroactive effect that would prejudice the
interests of Participants. Notice of any such suspension, modification, or
termination shall be sent to all Participants at least 30 days prior to the
effective date thereof.
7.8 Governing Law: The terms and conditions of this Plan, the
Authorization Card signed by the Participant (which is deemed a part of this
Plan), and the Plan's operation shall be governed by and construed in accordance
with the laws of the State of Michigan and the rules of the Securities and
Exchange Commission.
Dated this 19th day of February, 1991.
15
<PAGE> 1
EXHIBIT 99(B)
AUTHORIZATION CARDS
<PAGE> 2
IBT BANCORP, INC.
Stockholder Dividend
Reinvestment and Employee Stock
Purchase Plan Authorization
Card SH
---------------
So that we may identify your
account, please PRINT your name
and address below in addition to
signing the card.
- - ------------------------------
- - ------------------------------
- - ------------------------------
I hereby appoint the Plan Administrator of the IBT Bancorp, Inc. Stockholder
Dividend Reinvestment and Employee Stock Purchase Plan as my agent under the
terms and conditions of the Stockholder Dividend Reinvestment and Employee Stock
Purchase Plan as described in the Prospectus of the Plan which accompanied this
card to receive and apply to the purchase of shares without charge as provided
in the Plan the following:
|_| 1. Full Dividend Reinvestment - any dividends that may become payable to me
on all IBT Bancorp, Inc. Common Stock now or hereafter registered to me.
|_| 2. Partial Dividend Reinvestment - any dividends that m ay become payable to
me on the following shares of my IBT Bancorp, Inc. Common Stock. SH
I understand that I may change or revoke this authorization at any time by
notifying the Plan Administrator, in writing, of my desire to change or withdraw
my participation.
Date
-----------------------------
Stockholder
----------------------
Stockholder
----------------------
ALL JOINT OWNERS MUST SIGN.
INSTRUCTIONS
1. Please check only one of the boxes (No. 1 or No. 2). If you do not check any
box, Full Dividend Reinvestment will be assumed.
2. If you check Box 2, and:
- If you wish to reinvest cash dividends on all of the shares now
registered in your name but not on any additional shares that may be
registered in your name in the future, write the total number of shares
registered in your name in the space provided.
- If you wish to reinvest cash dividends on less than all of the shares
now registered in your name and continue to receive a cash dividend on
the remaining shares, write the number of shares on which you wish
dividends reinvested in the space provided.
3. Under each of the options, regardless of the one you select, dividends
received on shares accumulated and held under the Plan will be reinvested.
4. Be sure to date and sign the card and return it to IBT Bancorp, Inc. 200
East Broadway, Mt. Pleasant, Michigan, 48858, Attention: Plan Administrator
of the IBT Bancorp, Inc. Stockholder Dividend Reinvestment and Employee
Stock Purchase Plan.
<PAGE> 3
IBT BANCORP, INC.
Stockholder Dividend
Reinvestment and Employee Stock
Purchase Plan Authorization
Card EE
-------------
So that we may identify your
account, please PRINT your name
and address below in addition to
signing the card.
- - -------------------------
- - -------------------------
- - -------------------------
I hereby appoint the Plan Administrator of the IBT Bancorp, Inc. Stockholder
Dividend Reinvestment and Employee Stock Purchase Plan as my agent under the
terms and conditions of the Stockholder Dividend Reinvestment and Employee Stock
Purchase Plan as described in the Prospectus of the Plan which accompanied this
card to receive and apply to the purchase of shares without charge as provided
in the Plan the following:
$ of my bi-weekly payroll check from (Name of Employer)
-------- ----------------
I acknowledge that amounts deducted from my payroll checks will be subject to
all applicable federal, state and local taxes even though I do not actually
receive the deducted amount but, instead, it is applied to the purchase of
Common Stock.
I acknowledge that dividends received on shares held in my Plan account will
automatically be reinvested in additional Common Stock.
I understand that this authorization card will continue in effect without
further action on my part, until I change or revoke it. I may change or revoke
this authorization at any time by notifying the Plan Administrator, in writing,
of my desire to change or withdraw my participation. However, I also understand
that my request to change or withdraw my participation will be effective as of
my next regular payroll check only if my employer receives notice thereof not
less than 96 hours before payroll checks are distributed.
Date
-----------------------
Employee
-------------------
Be sure to date and sign the card and return it to IBT Bancorp, Inc., 200 East
Broadway, Mt. Pleasant, Michigan, 48858, Attention: Plan Administrator of the
IBT Bancorp, Inc. Stockholder Dividend Reinvestment and Employee Stock Purchase
Plan.
