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FILED PURSUANT TO RULE 424(B)(3)
REGISTRATION STATEMENT NO. 333-4668
PROSPECTUS
FENTURA BANCORP, INC.
AUTOMATIC DIVIDEND REINVESTMENT PLAN
OFFERING UP TO 40,000 SHARES OF COMMON STOCK
The Automatic Dividend Reinvestment Plan (the "Plan") of Fentura Bancorp,
Inc. (the "Corporation") provides holders of the Corporation's common stock
("Common Stock") with a convenient method of purchasing additional shares of
Common Stock without payment of any brokerage commission or service charge.
The 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
Plan currently provides that shares purchased for participants with reinvested
dividends will be purchased at fair market value, as described 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 not more than 9.9% of the total outstanding Common Stock is eligible
to participant in the Plan.
Shareholders who enroll in the Plan will continue to be enrolled unless
they notify The State Bank, Agent for the Plan, that they wish to withdraw from
participation (see "Description of the Plan"). Shareholders who do not wish to
participate in the Plan will continue to receive cash dividends (if any), as and
when declared by the Board of Directors.
This Prospectus relates to shares of Common Stock of the Corporation
registered for purchase under the Plan. It is suggested that this Prospectus be
retained for future reference.
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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.
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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.
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The date of this Prospectus is August 15, 1996
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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 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.
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 the offices of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the regional offices of the Commission located at
Suite 1300, Seven World Trade Center, New York, New York 10048 and at the
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. 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 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 described under the caption "Incorporation of
Certain Documents by Reference," other than exhibits to such documents (unless
such exhibits are specifically incorporated by reference into such documents).
Requests should be directed to:
Fentura Bancorp, Inc.
One Fentura Square
Fenton, Michigan 48430
(810) 629-2263
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FENTURA BANCORP, INC.
Fentura Bancorp, Inc. (the "Corporation") is a one-bank holding company
headquartered in Fenton, Michigan. The Corporation's subsidiary bank operates
seven community banking offices offering a full range of banking services
principally to individuals, small business, and government entities throughout
mid-Michigan. At the close of business on December 31, 1995, the Company had
assets of $239 million, deposits of $211 million, and shareholders' equity of
$22 million. Trust assets under management totaled $38.5 million.
The Corporation was incorporated in 1987 to serve as the holding company of
its sole subsidiary bank, The State Bank ("TSB" or the "Bank"). TSB traces its
origins to its original predecessor, The Commercial Savings Bank of Fenton,
which was incorporated in 1898.
The Corporation is a bank holding company registered with the Board of
Governors of the Federal Reserve System under the Bank Holding Company Act. The
Corporation has corporate power to engage in such activities as permitted to
business corporation under the Michigan Business Corporation Act, subject to the
limitation of the Bank Holding Company Act and regulations of the Board of
Governors of the Federal Reserve System. In general, the Bank Holding Company
Act and regulations restrict the Corporation with respect to its own activities
that are closely related to the business of banking.
TSB's ultimate predecessor was incorporated as a state banking corporation
under the laws of Michigan on September 16, 1898 under the name "The Commercial
Savings Bank of Fenton." In 1931, it changed its name to State Savings Bank of
Fenton, and in 1988 became The State Bank via a merger with a corporation formed
for that purpose. For more than 95 years TSB has been engaged in the general
banking business in the Fenton, Michigan area. Its depositors are insured by
the Federal Deposit Insurance Corporation (the "FDIC"), but it is not a member
of the Federal Reserve System. As a state bank, it is subject to federal and
state laws applicable to banks and to regulate and supervision by the FDIC and
the Commissioner of the Financial Institutions Bureau of Michigan.
TSB is a community-oriented provider of financial services engaged in the
business of general commercial banking. Its activities include investing in
state and federal securities, accepting demand deposits, savings and other time
deposits, extending retail commercial, consumer and real estate loans to
individuals, partnerships and corporations, providing safe deposit boxes and
credit card services, transmitting funds and providing other services generally
associated with full service commercial banking. Lending is focused on
individuals and small businesses in the local market regions of TSB. In
addition, TSB operates a trust department offering a full range of fiduciary
services. TSB compete with a large number of commercial banks and other
financial institutions throughout southeastern Michigan, some of which have
significantly greater total resources than the bank.
TSB is headquartered in the City of Fenton, Michigan, and considers its
primary service are to be the County of Genesee, Michigan. As of December 31,
1995, TSB operated three offices in the City of Fenton, Michigan, one office in
the City of Linden, Michigan, one office in the City of Davison, Michigan, one
office in the Village of Holly, Michigan, and one office in the City of
Clarkston, Michigan. Its main office is located in downtown Fenton.
USE OF PROCEEDS
The Corporation has no basis for estimating precisely the prices at which
the shares of Common Stock 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.
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DESCRIPTION OF THE PLAN
The Fentura Bancorp, Inc. Automatic Dividend Reinvestment Plan (the "Plan")
is described in the following questions and answers. The Plan was approved by
the Board of Directors of the Corporation on November 21, 1995, and became
effective as of March 1, 1996. The Corporation has initially reserved 40,000
shares of authorized and unissued Common Stock for issuance under the Plan. All
shares of Common Stock issued and to be issued by the Corporation pursuant to
the Plan have been or will be, when issued, fully paid and nonassessable.
1. WHAT IS THE PLAN?
The Plan provides that the Corporation's eligible shareholders may reinvest
their cash dividends automatically in shares of Common Stock.
2. WHAT IS THE PURPOSE OF THE PLAN AND WHAT ARE ITS ADVANTAGES?
The Plan offers a convenient and economical way for holders of record of
the Corporation's Common Stock to increase their ownership of shares of Common
Stock without incurring brokerage commissions or service charges and without
having to pay full dealer mark-ups, if any. The Plan does not permit fractions
of shares to be purchased.
To the extent that shares purchased under the Plan are purchased from the
Corporation from its authorized and unissued shares of Common Stock, the
Corporation will use the proceeds of the sale for working capital or other
general corporate purposes.
3. WHO ADMINISTERS THE PLAN AND WHAT REPORTS WILL PARTICIPANTS RECEIVE
CONCERNING THE PLAN?
The Corporation will administer the Plan and will directly sell shares to
participants or make market purchases of shares of Common Stock under the Plan
for the participants. The Corporation will send each participant a statement as
soon as practicable following each purchase of shares of Common Stock. The
Corporation will also provide Plan participants with copies of any amendments to
the Plan and any Prospectuses relating to the Plan together with information for
reporting dividend income for federal income tax purposes. Shares purchased
will be maintained as "book entry" non certificated securities by the
Corporation. This means that paper certificates for shares purchased will not
be issued or sent to participants, to protect participants from loss, theft or
destruction of stock certificates.
All inquiries, notices, requests and other communications by participants
concerning the Plan should be sent to the Corporation at:
Fentura Bancorp, Inc.
One Fenton Square
Fenton, Michigan 48430
Participants may also contact the Agent by telephone at (810) 629-2263.
The Corporation reserves the right to delegate the administration of the
Plan at any time and without prior notice to Plan participants.
4. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
Any shareholder owning not greater than 9.9% of the outstanding shares of
Common Stock is eligible to participate in the Plan. If any shareholder owns
stock which is registered in a different name and wishes to
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participate in the Plan, it will be necessary for him or her to withdraw his or
her shares from "street name" or other registration and register the stock in
his or her own name.
5. HOW DOES AN ELIGIBLE STOCKHOLDER PARTICIPATE?
Any eligible shareholder may participate in the Plan at any time by
completing an authorization form and returning it to the Corporation. The
authorization form will direct the Agent to apply cash dividends on any or all
shares of Common Stock owned of record by the participant designated in the form
to the purchase of shares of Common Stock. If an authorization form is received
later than the record date for a cash dividend, the dividend will be paid to the
participant in cash and participation in the Plan will begin as of the next
dividend payment date. The new authorization form, decreasing or increasing the
amount of stock subject to the Plan, may be submitted at any time.
Shareholders may chose to either:
Use ALL cash dividends paid on all shares owned by the
participant at the dividend record date to purchase as many whole
shares as possible, and have unused funds (that is, funds which
are insufficient to purchase a whole share) held for purchase in
a future period.
Use ALL cash dividends paid on all shares owned by the
participant at the dividend record date to purchase as many whole
shares as possible, and have unused funds (that is, funds which
are insufficient to purchase a whole share) paid to the
participant by check.
Use ONLY A SPECIFIED PERCENTAGE of cash dividends paid on all
shares owned by the participant at the dividend record date to
purchase as many whole shares as possible, with the remaining
dividend paid to the participant by check. Any unused funds
(that is, funds which are insufficient to purchase a whole share)
will be held for purchase in a future period.
6. WHEN WILL FUNDS BE INVESTED UNDER THE PLAN?
Cash dividends (if any) will be invested within a reasonable time after the
dividend payment date.
7. WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN?
Shares purchased under the Plan will ordinarily come from the authorized
and unissued shares of the Corporation but may, if the Corporation deems it
advisable, come from shares purchased on the open market as determined by the
Corporation. Any market purchases may be in negotiated transactions and may be
on such terms as the Corporation may determine, but prices may not exceed
current market prices at the time of purchase.
8. WHAT IS THE PURCHASE PRICE OF THE SHARES?
The price per share of Common Stock purchased with participant's cash
dividends will be determined by the Board of Directors if the Common Stock is
purchased from the Corporation. The price per share for open market purchases
will be determined through negotiation with the seller. No shares of Common
Stock will be purchased at a price in excess of current market prices at the
time of purchase.
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9. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR A PARTICIPANT?
The number of shares to be purchased depends on the amount of the
participant's dividends and the price paid for the Common Stock. Dividends
designated by a participant will be used to purchase as many whole shares as
possible - fractional shares will not be sold. See "5. HOW DOES AN ELIGIBLE
STOCKHOLDER PARTICIPANT?" above.
10. ARE ANY FEES OR EXPENSES INCURRED BY PARTICIPANTS IN THE PLAN?
Participants will not be responsible for payment of any brokerage
commissions or fees or service charges in connection with the purchase of shares
under the Plan whether their shares are newly issued or purchased on the open
market.
11. WILL CERTIFICATES BE ISSUED TO PARTICIPANTS FOR SHARES PURCHASED?
Normally, paper certificates for shares purchased under the Plan will not
be issued to participants. Instead, shares purchased for each participant will
be credited to his or her shareholder account normally maintained by the
Corporation and held for safety and convenience by the Corporation in "book
entry" form. However, either the Corporation or a participant (by written
notice to the Corporation) may elect to have certificates for any number of
shares credited to the participant's account furnished to the participant
without affecting his or her participation in the Plan.
12. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?
A participant may withdraw from the Plan at any time by notifying the
Corporation in writing. If a participant's request to withdraw is received by
the Corporation before a dividend record date, the amount of the dividend which
would have otherwise been applied for purchase of Common Stock on the related
dividend payment date and all subsequent dividends will be paid to the
withdrawing participant unless he or she re- enrolls in the Plan. If the
request is received on or after the record date, but before the dividend payment
date, shares will be purchased for the participant's account and, as a result,
the procedure outlined below for delivery of certificates, sale of shares and
cash payments will be followed.
When a participant withdraws from the Plan, he or she may request that a
certificate for whole shares credited to his or her account under the Plan be
issued to the participant. A participant may not request that the Corporation
sell the whole shares credited to his or her Plan account or that the
Corporation purchase the shares.
Generally, it will require ten days to two weeks from the time notice of
withdrawal is received by the Corporation until share certificates are mailed to
a participant. A longer time is required if the notice is received between a
dividend record date and the dividend payment date.
An eligible shareholder may again become a participant at any time
following his or her withdrawal by following the procedures then in effect for
enrollment in the Plan.
13. WHAT HAPPENS IF THE CORPORATION ISSUES A STOCK DIVIDEND, DECLARES A
STOCK SPLIT, OR HAS A RIGHTS OFFERING?
Stock dividends in the form of Common Stock or split shares distributed by
the Corporation on shares of Common Stock held by the Corporation in the "book
entry" form for a participant will be credited to the participant's Account.
Certificates for 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.
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14. WHO VOTES THE SHARES HELD IN THE PLAN?
Each participant in the Plan will for all purposes be the record owner of
all shares standing in his or her name, and will have full voting rights as to
those shares, the same as if a paper certificate had been issued to the
participant.
15. WHAT IS THE TAX STATUS OF REINVESTED CASH DIVIDENDS AND SHARES OF
COMMON STOCK ACQUIRED THROUGH THE PLAN?
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 does not relieve the participant of any income tax payable on
such dividends. In general, the Corporation believes that stockholders who
participate in the Plan will have the same Federal and state income tax
consequences with respect to dividends payable to them, as any other holder 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. Each year a participant will receive from
the Corporation all required Internal Revenue Federal income tax statements
which reflect the dividends paid on shares of Common Stock registered in the
participant's name and the dividends paid on the participant's credited shares
of Common Stock under the Plan.
Generally, any service fees paid by the Corporation on a participant's
behalf are not subject to income taxes. Also, when the Corporation makes open
market purchases of Common Stock, the pro-rata share of any brokerage fees
attributable to such purchases will be included in the per-share price. The
participant's tax basis for each share is the per-share price.
A participant will not realize any taxable income upon receipt of
certificates for whole shares of Common Stock acquired through the Plan. Gain
or loss may also be recognized by a participant when whole shares of Common
Stock are sold 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 and the purchase cost thereof. The Corporation's
statements of a participant's Plan account should be retained by the participant
to help determine the tax basis of shares of Common Stock acquired through the
Plan.
16. WHAT IS THE RESPONSIBILITY OF THE CORPORATION UNDER THE PLAN?
The Corporation shall not 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 Securities Exchange Act of 1934 or other applicable State
securities laws); and (3) for any fluctuations in the market price after
purchase or sale of shares of Common Stock.
17. WHO INTERPRETS AND REGULATES THE PLAN?
The Board of Directors of the Corporation reserves the right to interpret
and regulate the Plan.
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18. MAY THE PLAN BE AMENDED OR DISCONTINUED?
The Board of Directors of the Corporation may suspend, amend, or terminate
the Plan at any time. Participants will be notified of any such suspension,
amendment or termination.
LEGAL OPINION
The validity of the shares of the Corporation's Common Stock being offered
has been passed upon by Jaffe, Raitt, Heuer & Weiss, Professional Corporation,
Detroit, Michigan.
EXPERTS
The financial statements of the Corporation as of December 31, 1995 and
1994 incorporated by reference in this Prospectus have been incorporated herein
in reliance upon the report of Grant Thornton LLP, independent certified public
accountants, and upon the authority of said firm as experts in accounting and
auditing. The Corporation's consolidated statements of income, stockholders'
equity and cash flow for the year ended December 31, 1993 incorporated by
reference in this Prospectus have been incorporated herein in reliance upon the
report of McEndarffer, Hoke & Bernhard, P.C., independent certified public
accountants, and upon the authority of said firm as experts in accounting and
auditing.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed in (a) through (d) below and all documents
subsequently filed pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Securities Exchange Act of 1934, prior to the termination of the offering, shall
be deemed to be incorporated by reference in this Prospectus.
(a) The Corporation's latest annual report on Form 10-KSB filed
pursuant to Section 13(a) of the Securities Exchange Act of 1934 which
contains, either directly or by incorporation by reference, audited
financial statements for the Corporation's latest fiscal year for which a
Form 10-KSB 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, registered
under Section 12 of the Securities Exchange Act of 1934, contained in the
Corporation's Form 10-SB, filed with the SEC, including any amendment or
reports filed for the purpose of updating such description.
(d) All information included in the future in appendices to the
Fentura Bancorp, Inc. Automatic Dividend Reinvestment Plan Prospectus.
INDEMNIFICATION
The Michigan Business Corporation Act and provisions of the Corporation's
By-laws provide for indemnification of the Corporation's directors and officers
in a variety of circumstances against liabilities arising in connection with the
performance of their duties.
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No dealer, salesperson or other individual has
been authorized to give any information or to make any
representations not contained or incorporated by 40,000 SHARES
reference in this Prospectus in connection with any
offering to be made by the Prospectus. If given or
made, such information or representations must not be
relied upon as having been authorized by the Company.
This Prospectus does not constitute an offer to sell,
or a solicitation of an offer to buy, the Securities,
in any jurisdiction where, or to any person to whom,
it is unlawful to make such offer or solicitation.
Neither the delivery of this Prospectus nor any offer
or sale made hereunder shall, under any circumstance,
create an implication that there has been no change in
the facts set forth in this Prospectus or in the
affairs of the Company since the date hereof.
FENTURA BANCORP, INC.
TABLE OF CONTENTS
PROSPECTUS
COMMON STOCK
Page
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Available Information . . . . . . . . . . . . . . . . 2
Fentura Bancorp, Inc. . . . . . . . . . . . . . . . . 3
Use of Proceeds . . . . . . . . . . . . . . . . . . . 3 PROSPECTUS
Description of the Plan . . . . . . . . . . . . . . . 4
Legal Opinion . . . . . . . . . . . . . . . . . . . . 8
Experts . . . . . . . . . . . . . . . . . . . . . . . 8 --------------
Incorporation of Certain Documents
by Reference . . . . . . . . . . . . . . . . . . . 8
Indemnification . . . . . . . . . . . . . . . . . . . 8
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AUGUST 15, 1996
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