8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 31, 2015

Chemical Financial Corporation

(Exact Name of Registrant as

Specified in its Charter)

Michigan (State or Other Jurisdiction of Incorporation) 000-08185 (Commission File Number) 38-2022454 (IRS Employer Identification No.)

235 E. Main Street Midland, Michigan (Address of Principal Executive Offices) 48640 (Zip Code)

Registrant's telephone number, including area code:  (989) 839-5350

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets.

On May 31, 2015, Chemical Financial Corporation ("Chemical") completed its previously announced acquisition (the "Acquisition") of Lake Michigan Financial Corporation ("Lake Michigan") pursuant to an Agreement and Plan of Merger dated January 5, 2015 (the "Plan of Merger"). The Plan of Merger is filed as Exhibit 2.1 to this report and is here incorporated by reference.

As a result of the Acquisition, Lake Michigan was merged with and into Chemical, with Chemical as the surviving corporation, and Chemical acquired Lake Michigan's subsidiary banks, The Bank of Holland and The Bank of Northern Michigan. Chemical intends to consolidate The Bank of Holland and The Bank of Northern Michigan with and into Chemical Bank during the fourth quarter of 2015, with Chemical Bank as the surviving institution. Each former Lake Michigan shareholder is entitled to receive $16.64 in cash and 1.326 shares of Chemical common stock for each share of Lake Michigan common stock owned by such shareholder. As a result of the Acquisition, Chemical will deliver approximately 4.32 million shares of Chemical common stock and approximately $54.5 million in cash to former Lake Michigan shareholders.

Before completion of the Acquisition, there were no material relationships among Chemical or any of its affiliates, directors or officers or any associate of such directors or officers, and Lake Michigan or any of its affiliates, except those provided for in the Plan of Merger.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 31, 2015, Richard M. Lievense was appointed to the Board of Directors of Chemical effective June 1, 2015. Mr. Lievense was appointed to the Board of Directors pursuant to the Plan of Merger. Mr. Lievense is a former director and former Chairman of Lake Michigan.

Item 7.01 Regulation FD Disclosure.

On June 1, 2015, Chemical issued the press release attached as Exhibit 99.1 to this Form 8-K, which is here incorporated by reference.

The information disclosed under this Item 7.01 and Exhibit 99.1 are furnished to, and not filed with, the Commission.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

2.1 Agreement and Plan of Merger, dated January 5, 2015. Previously filed as Exhibit 2.1 to Chemical's Current Report on Form 8-K dated January 5, 2015, filed with the SEC on January 6, 2015. Here incorporated by reference.

99.1 Press Release dated June 1, 2015. This Exhibit is furnished to, and not filed with, the Commission.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:	June 1, 2015	CHEMICAL FINANCIAL CORPORATION (Registrant)
		/s/ Lori A. Gwizdala
		Lori A. Gwizdala
		Executive Vice President, Chief Financial      Officer and Treasurer

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EXHIBIT INDEX

Exhibit Number Document

2.1 Agreement and Plan of Merger, dated January 5, 2015. Previously filed as Exhibit 2.1 to Chemical's Current Report on Form 8-K dated January 5, 2015, filed with the SEC on January 6, 2015. Here incorporated by reference.

99.1 Press Release dated June 1, 2015. This Exhibit is furnished to, and not filed with, the Commission.

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EX-99.1

Exhibit 99.1

For further information:

David B. Ramaker, CEO

Lori A. Gwizdala, CFO

989-839-5350

CHEMICAL FINANCIAL CORPORATION COMPLETES ACQUISITION OF

LAKE MICHIGAN FINANCIAL CORPORATION

Rich Lievense Named to Chemical's Board of Directors

Midland, MI, June 1, 2015--- Chemical Financial Corporation ("Chemical") (Nasdaq: CHFC), holding company for Chemical Bank, announced today that, effective May 31, 2015, it completed its previously announced acquisition of Lake Michigan Financial Corporation ("Lake Michigan Financial"), holding company for The Bank of Holland and The Bank of Northern Michigan, in a cash and stock transaction valued at approximately $187.4 million based on Chemical's closing stock price on May 29, 2015. Subsequent to the closing, Chemical and its affiliates had, on a pro forma basis as of March 31, 2015, $9.0 billion in consolidated assets, $6.8 billion in consolidated loans, and $7.5 billion in consolidated deposits in 187 branches across 47 counties in the lower peninsula of Michigan.

Chemical also announced that Rich Lievense, former Chairman of Lake Michigan Financial, will join the Chemical Financial Corporation Board of Directors, expanding the Board to 8 directors. In addition, Chemical named Garth Deur, who previously served as President and CEO of Lake Michigan Financial, to the position of Executive Vice President, Community Banking. Both appointments are effective immediately.

“We are pleased to welcome Rich, Garth and the highly qualified Lake Michigan Financial team to the Chemical family. Through this partnership, we have added experienced, client-oriented bankers and attractive business and retail relationships to the Chemical fold, while enhancing our presence in some of Michigan's most attractive economic and demographic regions, including Grand Rapids, Holland, Grand Haven, Traverse City and Petoskey. We anticipate that this combination will facilitate continued organic growth at Chemical in the months and years ahead,” said David B. Ramaker, Chairman, Chief Executive Officer and President of Chemical Financial Corporation.

The Bank of Holland and The Bank of Northern Michigan will continue to operate as separate subsidiaries of Chemical until their planned consolidation with and into Chemical Bank. The consolidation is scheduled to occur in the fourth quarter of 2015, concurrently with the conversion of the data processing platforms to Chemical's platform. Following the consolidation and the data processing platform conversions, all of The Bank of Holland and The Bank of Northern Michigan locations will operate under the Chemical Bank name.

Chemical was advised by the investment banking firm of Keefe, Bruyette & Woods and the law firm of Warner Norcross & Judd LLP. Lake Michigan Financial was advised by the investment banking firm of Sandler O'Neill & Partners, L.P. and the law firm of Varnum LLP.

About Chemical Financial Corporation

Chemical Financial Corporation is the second largest banking company headquartered and operating branch offices in Michigan. Chemical Financial Corporation's common stock trades on The NASDAQ Stock Market under the symbol CHFC and is one of the issues comprising The NASDAQ Global Select Market. More information about Chemical is available by visiting the investor relations section of its website at www.chemicalbankmi.com.

Forward-Looking Statements

This release contains forward-looking statements regarding Chemical's outlook or expectations with respect to the acquisition of Lake Michigan Financial. Words and phrases such as "anticipates," "expects," "planned," "scheduled,"

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"strategic," "will" and variations of such words and phrases or similar expressions are intended to identify such forward-looking statements. Such statements are based upon current beliefs and expectations and involve substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions ("risk factors") that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence. Therefore, actual results and outcomes may materially differ from what may be expressed or forecasted in such forward-looking statements. Chemical undertakes no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events or otherwise.

Risk factors relating to both the transaction and the integration of Lake Michigan Financial into Chemical after closing include, without limitation:

• The transaction may be more expensive to complete and the anticipated benefits, including anticipated cost savings and strategic gains, may be significantly harder or take longer to achieve than expected or may not be achieved in their entirety as a result of unexpected factors or events.

• The integration of Lake Michigan Financial's business and operations into Chemical, which will include conversion of Lake Michigan Financial's operating systems and procedures, may take longer than anticipated or be more costly than anticipated or have unanticipated adverse results relating to Lake Michigan Financial's or Chemical's existing businesses.

• Chemical's ability to achieve anticipated results from the transaction is dependent on the state of the economic and financial markets going forward. Specifically, Chemical may incur more credit losses from Lake Michigan Financial's loan portfolio than expected and deposit attrition may be greater than expected.

Risk factors also include, but are not limited to, the risk factors described under "Risk Factors" in Chemical’s Prospectus, filed on April 3, 2015, and under “Risk Factors” in Item 1A of Chemical’s Annual Report on Form 10-K for the year ended December 31, 2014. These and other factors are representative of the risk factors that may emerge and could cause a difference between an ultimate actual outcome and a preceding forward-looking statement.

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