SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
Commission file number 0-25752
FNBH BANCORP, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2869722
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 East Grand River, Howell, Michigan 48843
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (517)546-3150
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
(Title of Class)
-----------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes _X_ No___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. _X_
The aggregate market value of the voting stock held by non-affiliates of the
registrant, based on a per share price of $40 as of March 1, 1999, was
$62,510,720 (common stock, no par value). As of December 31, 1998 there were
outstanding 1,562,765 shares of the Company's Common Stock (no par value).
Documents Incorporated by Reference:
Portions of the Company's Proxy Statement and appendix dated March 19, 1999 for
the Annual Meeting of Shareholders to be held April 21, 1999 are incorporated by
reference into Parts I, II and III of this report.
<PAGE>
PART III
Item 10 - Directors and Executive Officers of the Registrant
INFORMATION ABOUT DIRECTORS AND DIRECTOR NOMINEES
The following information relating to the principal occupation or
employment has been furnished to the Corporation by the respective directors and
director nominees. Each of those persons have been engaged in the occupations
stated below for more than five years.
<TABLE>
Director of
Name Principal Occupation Age Corporation Since*
---- -------------------- --- ------------------
<S> <C> <C> <C>
Nominees for Election
as Directors for Terms
Expiring in 2002
R. Michael Yost Director, Group Operations and Administration, 50 1997
AAA, Michigan/Wisconsin.
Dona Scott Laskey Attorney with Sullivan, Ward, Bone, Tyler & 55 1973
Asher, P.C.
Charles N. Holkins C. N. Holkins & Son, a hardware and lumber 59 1984
sales company
James R. McAuliffe President of Citizens Insurance Co. since 1994 54 1998
Directors Whose
Terms Expire in 2001
W. Rickard Scofield President of May & Scofield, Inc., a 46 1992
manufacturer of automotive subassemblies,
since 1993, and Vice President prior to that time
Randolph E. Rudisill President of Thermofil, Inc., a leading 54 1997
manufacturer of reinforced thermoplastics
Barbara D. Martin President and CEO of Corporation and Bank 52 1984
Directors Whose
Terms Expire in 2000
Donald K. Burkel Co-owner of Oasis Truck Plaza, a full facility 63 1991
truck plaza, and Fowlerville Farms, Inc., a
restaurant, gasoline and gift shop operation
Harry E. Griffith Realtor, President of Crandall Realty, Inc., a real 68 1973
estate brokerage and appraisal corporation
Gary R. Boss Board Chairman of Boss Engineering Co., an 56 1995
engineering and survey corporation
</TABLE>
* The Corporation was formed and organized in 1988; dates preceding 1988
reference status as a director of the Bank. All persons who are
directors of the Corporation are also directors of the Bank.
<PAGE>
The Audit Committee, comprised of Dona Laskey, Gary Boss, and W. Rickard
Scofield, met on two occasions during 1998. Its primary duties and
responsibilities include annually recommending to the Board of Directors an
independent public accounting firm to be appointed auditors of the Corporation
and the Bank, reviewing the scope and fees for the audit, reviewing all the
reports received from the independent public accountants, and coordinating
matters with the internal auditing department.
The Nominating Committee of the Board, comprised of Messrs. Burkel,
Rudisill, Yost, Scofield, and Ms. Martin, met on three occasions during 1998.
This Committee is responsible for reviewing and making recommendations as to the
composition of the Board of Directors, to recommend nominees for election to the
Board and recommends individuals to fill vacancies which may occur between
annual meetings. The Committee is authorized to consider Board nominations for
qualified persons recommended by shareholders that are in compliance with the
procedures set forth in the Corporation's Restated Articles of Incorporation.
Any nomination must be submitted in writing, on or before the 60th day preceding
the anniversary date of the previous annual meeting. The nomination must include
a description of the proposed nominee, his or her consent to serve as a director
and other biographical data on the nominee.
The Board also has a Compensation Committee comprised of Messrs. Rudisill,
Scofield, and Holkins. This Committee met three times in 1998. This Committee
approves the compensation and benefits of senior management of the Bank and
Corporation. The Board also has other committees, such as the Finance Committee
and the Executive Committee.
The Board of Directors of the Corporation held a total of six meetings
during 1998. No director attended less than 75% of the aggregate number of
meetings of the Board of Directors and the committees on which he or she served.
There are no family relationships between or among the directors, nominees or
executive officers of the Corporation.
REMUNERATION OF DIRECTORS
Directors are paid $250 for each Board meeting held and $250 for each Board
committee meeting attended; however, no fees are paid to employees of the Bank
who serve on the Board. Members of the Board of Directors of the Bank are paid
at the rate of $700 per Board meeting held, and $250 for each Board committee
meeting attended.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to Section 16 of the Securities Exchange Act of 1934, the
Corporation's directors and executive officers, as well as any person holding
more than 10% of its common stock, are required to report initial statements of
ownership of the Corporation's securities and changes in such ownership to the
Securities and Exchange Commission. To the Corporation's knowledge, all the
required reports were filed by such persons during 1998.
Executive Officers
The information called for by this item is contained in Part I of this Form
10-K Report.
Item 11 - Executive Compensation
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation paid by the Bank during the
last three years to its Chief Executive Officer and its other executive officers
whose annual compensation exceeded $100,000 (the "Named Executives"). There are
no employees of the Corporation; all personnel are employed by the Bank.
<TABLE>
Long-Term
Compensation
Annual Compensation(1) Restricted Stock All Other
Name and Principal Position Year Salary Bonus Other(3) Awards(4) Compensation(5)
--------------------------- ---- ------ ----- ------- -------- ------------
<S> <C> <C> <C> <C> <C> <C>
Barbara D. Martin, President 1998 $157,500 $35,438(2) $8,734 $29,995 $13,181
and Chief Executive Officer 1997 150,000 45,000 0 0 12,556
1996 120,000 17,172 0 0 11,056
Barbara Nelson, Senior Vice 1998 $87,917 $19,781(2) $641 $ 9,975 $ 9,702
President and Chief Financial 1997 83,000 24,900 0 0 8,606
Officer 1996 80,000 11,448 0 0 8,306
James Wibby, Senior Vice 1998 $90,000 $20,350(2) $0 $ 7,700 $ 5,556
President, Loans 1997 53,231 15,969 0 0 179
1996 0 0 0 0 0
John D. Logan, Senior Vice 1998 $86,000 $19,350(2) $0 $ 8,785 $ 6,119
President, Trust 1997 63,537 18,866 0 0 204
1996 0 0 0 0 0
</TABLE>
(1) Includes amounts deferred pursuant to Section 401(k) of the Internal
Revenue Code.
(2) For bonus payments in 1998 the amounts reflect only 75% of the bonus
that may be earned for that year, based on the Corporation's
performance through September 30 of that year. The balance of any
bonus, which is not calculable at this time, will be reported in
subsequent proxy statements and/or reports.
(3) Represents amounts contributed by the Bank as retirement benefits, for
the Named Executives, in excess of the amounts permitted under the
Bank's 401(k) Plan.
(4) Amounts represent the aggregate value of restricted shares of Common
Stock (based upon the value of the stock on the date of grant) issued
to the Named Executives for the designated year under the
Corporation's Long-Term Incentive Plan. The 1998 award of restricted
shares was based on a per share value of $35.00, as of July 1, 1998.
The shares are subject to restrictions on transfer and risks of
forfeiture which lapse over a period of 5 years at the annual rate of
20% of the granted shares, subject to earlier termination of those
restrictions and risks upon death, disability or a change in control
of the Corporation. The named executives have no right to the unvested
percentage of the restricted shares, except voting rights and the
right to all dividends and all other distributions paid to holders of
the common stock. As of December 31, 1998, the Named Executives held
shares of restricted stock in the following aggregated amounts and
values (based on the per share value of the Corporation's common stock
on December 31, 1998, which equaled $35.00): Ms. Martin - 857 shares
($29,995); Ms. Nelson - 285 shares ($9,975); Mr. Wibby - 220 shares
($7,700); and Mr. Logan - 251 shares ($8,785).
(5) The amounts disclosed in this column include (a) amounts contributed
by the Bank to the Bank's 401(k) Plan, pursuant to which substantially
all salaried employees of the Bank participate; and (b) the dollar
value of premiums paid by the Bank for term life insurance on behalf
of the named executives as follows:
<TABLE>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C> <C>
Barbara D. Martin (a) $12,875 $12,250 $10,750
(b) 306 306 306
Barbara Nelson (a) $ 9,396 $ 8,300 8,000
(b) 306 306 306
James Wibby (a) $ 5,250 $ 0 $ 0
(b) 306 179 0
John D. Logan (a) $ 5,813 $ 0 $ 0
(b) 306 204 0
</TABLE>
Item 12 - Security Ownership of Certain Beneficial Owners and Management
OWNERSHIP OF COMMON STOCK
The following table sets forth certain information as of March 1, 1999, as
to the Common Stock of the Corporation owned beneficially by each director, each
Named Executive in the Summary Compensation Table above, and by all directors
and executive officers of the Corporation as a group. No shareholders are known
to the Corporation to have been the beneficial owner of more than five percent
(5%) of the Corporation's outstanding common stock as of March 1, 1999.
<TABLE>
Number of Shares(1) Percent of Class
------------------- ----------------
<S> <C> <C>
Gary R. Boss 1,500 *
Donald K. Burkel 4,500 *
Harry E. Griffith 7,164 *
Charles N. Holkins 16,800(2) 1.08%
Dona Scott Laskey 24,000 1.54%
John D. Logan 3,807 *
Barbara D. Martin 14,989(3) *
James R. McAuliffe 109 *
Barbara J. Nelson 586 *
Randolph E. Rudisill 282 *
W. Rickard Scofield 1,200 *
James Wibby 820 *
R. Michael Yost 1,218 *
All Executive Officers and Directors as a
Group (14 persons) 76,976 4.93%
</TABLE>
*Represents less than one percent
(1) This information is based upon the Corporation's records as of March
1, 1999, and information supplied by the persons listed above. The
number of shares stated in this column include shares owned of record
by the shareholder and shares which, under federal securities
regulations, are deemed to be beneficially owned by the shareholder.
Unless otherwise indicated below, the persons named in the table have
sole voting and sole investment power or share voting and investment
power with their respective spouses, with respect to all shares
beneficially owned.
(2) Represents 16,800 shares held by Mr. Holkins or his wife as trustees.
(3) Includes 8,579 shares held for the benefit of Ms. Martin's minor
children.
Item 13 - Certain Relationships and Related Transactions
CERTAIN TRANSACTIONS WITH MANAGEMENT
Certain directors and officers of the Corporation have had and are expected
to have in the future, transactions with the Bank, or have been directors or
officers of corporations, or members of partnerships, which have had and are
expected to have in the future, transactions with the Bank. All such
transactions with officers and directors, either directly or indirectly, have
been made in the ordinary course of business and on substantially the same
terms, including interest rates and collateral, as those prevailing at the same
time for comparable transactions with other customers, and these transactions do
not involve more than the normal risk of collectibility or present other
unfavorable features. All such future transactions, including transactions with
principal shareholders and other Corporation affiliates, will be made in the
ordinary course of business, on terms no less favorable to the Corporation than
with other customers, and for loans in excess of $200,000, will be subject to
approval by a majority of the Corporation's independent, outside disinterested
directors.
<PAGE>
PART IV
Item 14 - Exhibits, Financial Statement Schedules and Report on Form 8-K
(a) 1. Financial Statements
All financial statements of the Registrant are incorporated herein by
reference as set forth in Appendix I to the Registrant's Definitive
Proxy Statement, dated March 19, 1999, relating to the April 21, 1999
Annual Meeting of Shareholders, a copy of which is filed as Exhibit 13
to this Report on Form 10-K.
2. Financial Statement Schedules
Not applicable.
3. Exhibits (Numbered in accordance with Item 601 of Regulation S-K)
The Exhibit Index is located on the final page of this report on
Form 10-K.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the fourth quarter of the
year ended December 31, 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, dated March 11, 1999.
FNBH BANCORP, INC.
/s/ Barbara D. Martin Barbara D. Martin, President & Chief Executive
Officer (Principal Executive Officer)
/s/ Barbara J. Nelson Barbara J. Nelson, Secretary/Treasurer
(Principal Accounting Officer)
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated. Each director of the Registrant, who's
signature appears below, hereby appoints Barbara D. Martin and Barbara J.
Nelson, and each of them severally, as his or her attorney-in-fact, to sign in
his or her name and on his or her behalf, as a director of the Registrant, and
to file with the Commission any and all Amendments to this Report on Form 10-K.
W. Rickard Scofield, Chairman of the Board /s/ W. Rickard Scofield
Charles N. Holkins, Vice Chairman of the Board /s/ Charles N. Holkins
Gary R. Boss, Director /s/ Gary R. Boss
Donald K. Burkel, Director /s/ Donald K. Burkel
Harry E. Griffith, Director /s/ Harry E. Griffith
Dona Scott Laskey, Director /s/ Dona Scott Lakskey
Barbara D. Martin, Director /s/ Barbara D. Martin
James R. McAuliffe, Director /s/ James R. McAuliffe
Randolph E. Rudisill, Director /s/ Randolph E. Rudisill
R. Michael Yost, Director /s/ R. Michael Yost
<PAGE>
EXHIBIT INDEX
The following exhibits are filed herewith, indexed according to the applicable
assigned number:
Exhibit
Number Page
- ------ ----
*10.1 Form Restrictive Stock Agreement......................................
(13) Pages 10-52 of Appendix I to the Company's Proxy Statement, dated
March 19, 1999, for the Annual Meeting of Shareholders to be held
April 21, 1999 representing that portion of the Appendix
incorporated by reference in Item 8 of this report. This Appendix
was filed with the Commission as part of the Company's Proxy
Statement and was delivered to Company shareholders in compliance
with Rule 14(a)-3 of the Securities Exchange Act of 1934, as
amended................................................................38
(21) Subsidiaries of the Registrant.........................................40
The following exhibits, indexed according to the applicable assigned
number, were previously filed by the Registrant and are incorporated by
reference in this Form 10-K Annual Report.
Exhibit
Number Original Filing Form and Date
- ------ -----------------------------
3.1 Restated Articles of Incorporation Exhibit 3.1 of Form 10, effective
of the Registrant June 30, 1995 ("Form 10")
3.2 Amendment to the Company's Articles Appendix I of Proxy Statement
of Incorporation to Increase dated March 17, 1998
Authorized Shares
3.3 Bylaws of the Registrant Exhibit 3.2 of Form 10
4 Form of Registrant's Stock Certificate Exhibit 4 of Form 10
Material Contracts:
10.2 Howell Branch Lease Agreement Exhibit 10.2 to Form 10
*10.3 Company's Long Term Incentive Plan Appendix II of Proxy Statement
dated March 17, 1998
*Represents a compensatory arrangement
