-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H1HHykVPsQt82Rw1bKVv0Z57CnPL98Z3mATmY8Tn7J4d9jMAH0q1bUfQ+rVDiyNt /rg4PGxm/c/Wb5Ak1TLO5Q== 0000905729-01-500011.txt : 20010123 0000905729-01-500011.hdr.sgml : 20010123 ACCESSION NUMBER: 0000905729-01-500011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20010116 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHEMICAL FINANCIAL CORP CENTRAL INDEX KEY: 0000019612 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 382022454 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-08185 FILM NUMBER: 1509407 BUSINESS ADDRESS: STREET 1: 333 E MAIN ST CITY: MIDLAND STATE: MI ZIP: 48640 BUSINESS PHONE: 5176313310 8-K 1 chem8k011601.htm FORM 8-K Chemical Financal Corporation Form 8-K








SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
January 16, 2001


Chemical Financial Corporation
(Exact Name of Registrant as
Specified in its Charter)



Michigan
(State or Other
Jurisdiction of
Incorporation)

0-8185
(Commission
File Number)

38-2022454
(IRS Employer
Identification No.)

     

333 E. Main Street
Midland, Michigan

(Address of Principal Executive Offices)

 


48640
(Zip Code)

     

Registrant's telephone number,
including area code: (517) 839-5350














Item 7.

 

Financial Statements, Pro Forma Financial Information, and Exhibits.

     
   

(c)

Exhibits

       
     

99.1

Press Release dated January 16, 2001

     

99.2

Press Release dated January 16, 2001

     

99.3

Press Release dated January 16, 2001


Item 9.

 

Regulation FD Disclosure


                              Chemical Financial Corporation ("Chemical") issued three Press Releases on January 16, 2001.

                              A copy of each Press Release, each dated January 16, 2001, issued by Chemical, is attached as an Exhibit and is incorporated herein by reference.




























SIGNATURE

                    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 thereunto duly authorized .



Dated:

January 16, 2001

CHEMICAL FINANCIAL CORPORATION
(Registrant)

       
   

By:

/s/ Lori A. Gwizdala


     

Lori A. Gwizdala
Senior Vice President and
Chief Financial Officer





















EXHIBIT INDEX


Exhibit No

Document

 

99.1                                     Press Release dated January 16, 2001

99.2                                     Press Release dated January 16, 2001

99.3                                     Press Release dated January 16, 2001

EX-99 2 chemex99-1.htm EXHIBIT 99.1 PRESS RELEASE

EXHIBIT 99.1





PRESS RELEASE

For Immediate Release
January 16, 2001

For further information contact:
Aloysius J. Oliver or Lori A. Gwizdala
517/839-5352               517/839-5358



CHEMICAL FINANCIAL CORPORATION
ANNOUNCES 2000 OPERATING RESULTS

          Midland, Michigan . . . Alan W. Ott, Chairman of Chemical Financial Corporation (Nasdaq:CHFC), today announced net income of $7,831,000 for the fourth quarter of 2000, an increase of 2.9% over 1999 fourth quarter net income of $7,613,000. Earnings per share for the fourth quarter of 2000 were $0.56, up 5.7% over the $0.53 per share earned in the fourth quarter of 1999. The increase in fourth quarter 2000 earnings, as compared to the fourth quarter of 1999, was attributable to an $881,000, or 4.7%, increase in net interest income and a $255,000, or 6%, increase in noninterest income. During the quarter, operating expenses increased by 7%, or $807,000.

          For the year ended December 31, 2000, the Corporation had net income of $29,006,000, an increase of 4.7% over 1999 net income of $27,709,000. For the year of 2000, net income per share was $2.06, up 6.2% over 1999 earnings per share of $1.94. The increase in earnings for the year of 2000, as compared to 1999, resulted from a 3.2% increase in net interest income and a 7.1% increase in noninterest income. Total operating expenses increased by $1.9 million, or 3.8%, during the year.

          The Corporation's return on average assets for the three and twelve months ended December 31, 2000 was 1.59% and 1.49%, respectively, as compared to 1.59% and 1.47%, respectively, during the same periods in 1999.

          Total assets of the Corporation at December 31, 2000 were $1.97 billion, an increase of $83 million, or 4.4%, over total assets of $1.89 billion at year-end 1999. Total deposits at December 31, 2000 were $1.61 billion, as compared to total deposits of $1.56 billion at year-end 1999. Total loans increased to a new high of $1.09 billion at December 31, 2000, which represented a 7.6% increase over total loans of $1.01 billion at year-end 1999.




PRESS RELEASE
January 16, ,2001
Page 2

          During 2000, the Corporation's provision for possible loan losses was $487,000, while net loan charge-offs were $437,000. At December 31, 2000, the allowance for possible loan losses totaled $18.2 million and represented 1.68% of total outstanding loans. Non-performing loans at year-end 2000 represented 0.17% of total loans.

          Shareholder's equity increased 7.7% during the year of 2000, reaching $268.7 million, or $19.19 per share, at December 31, 2000. At year-end 2000, shareholder's equity represented 13.6% of total assets.

          On December 31, 2000, the Corporation completed the consolidation of nine of its subsidiary banks into two banks: Chemical Bank and Trust Company, Midland, and Chemical Bank West, Cadillac. In addition, on January 9, 2001, the merger with Shoreline Financial Corporation was completed. The merger added to the Corporation approximately $1.1 billion in assets and 32 branch banking offices in southwest Michigan. The transaction was recorded under the pooling of interests method of accounting for a business combination.

          Chemical Financial Corporation is one of the largest bank holding companies headquartered in Michigan. The Company's four subsidiary banks now operate 118 full-service banking offices and 2 loan production offices spread over 30 counties in the lower peninsula of Michigan. CFC Data Corp, Midland, is the Company's wholly owned data processing subsidiary.

Chemical Financial Corporation common stock trades on The Nasdaq Stock Market under the symbol CHFC.

 

Forward Looking Statements

This press release contains forward-looking statements. Forward-looking statements include expressions such as "anticipate", "believe", "expect", "intend", and "view", which are necessarily statements of belief as to the expected outcomes of future events. Actual results could materially differ from those presented. Internal and external factors that might cause such a difference include, but are not limited to, the possibility that anticipated cost savings and revenue enhancements from the consolidations may not be fully realized within the expected time frame and that future circumstances could cause business decisions to be decided differently than now intended. Actual results could materially differ from those contained in, or implied by such statements. Chemical undertakes no obligation to release revisions to these forward-looking statements or reflect events or conditions after the date of this release.


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EX-99 3 chemex99-2.htm EXHIBIT 99.2 PRESS RELEASE

EXHIBIT 99.2





PRESS RELEASE

For Immediate Release
January 16, 2001

For further information contact:
Aloysius J. Oliver or Lori A. Gwizdala
517/839-5352               517/839-5358

CHEMICAL FINANCIAL CORPORATION
NAMES THREE NEW DIRECTORS.

          MIDLAND, Michigan, January 16, 2001 ... Dan L. Smith, J. Daniel Bernson and L. Richard Marzke were named to the board of Chemical Financial Corporation (Nasdaq: CHFC) at the regular board meeting held on January 15, 2001.

          Dan L. Smith has been Chairman and Chief Executive Officer of Shoreline Financial Corporation and its subsidiary, Shoreline Bank. Mr. Smith began his banking career in 1956 with Union State Bank of Buchanan, Michigan. Through a series of mergers and acquisitions, Union State Bank ultimately became part of Shoreline Bank. In 1972, he became Senior Vice President and a director of Inter-City Bank that also became part of the Shoreline organization and, in 1988, he became that bank's President and Chief Executive Officer. He became Chairman, President and Chief Executive Officer of Shoreline Financial Corporation in 1993. Mr. Smith will continue to serve as Chairman of the Board of Shoreline Bank which is in the process of changing its name to Chemical Bank Shoreline.

          J. Daniel Bernson has been a director of Shoreline Bank since 1999. He has been President of The Hanson Group of St. Joseph, Michigan, since 1986. Hanson's interests include Hanson Mold, Hanson Cold Storage Co., Eagle Technologies Group, and the Pure Fact Water Center. Before joining the Hanson organization, Mr. Bernson was Senior Vice President and Chief Financial Officer of Weldun International, Inc., in Bridgeman, Michigan.

          L. Richard Marzke has been a director of Shoreline Bank and Shoreline Financial Corporation since it commenced operations. Previously, he had been a director of Inter-City




PRESS RELEASE
January 16, 2001
Page 2

Bank since 1977. Mr. Marzke has been associated with Pri Mar Petroleum in St. Joseph, Michigan and its predecessor firms since 1959. He became President of Pri Mar when it was organized in 1972 and served in that capacity until 1999 when he became Chairman of the Board and Chief Executive Officer of the company.

          Like Mr. Smith, both Mr. Bernson and Mr. Marzke will continue to serve as directors of Chemical Bank Shoreline.

          Chemical Financial Corporation is a multi-bank holding company headquartered in Midland, Michigan. As a consequence of the merger with Shoreline Financial Corporation, Chemical Financial has total assets of more than $3 billion and 118 full service banking offices and 2 loan production offices spread over 30 counties in the lower peninsula of Michigan. Chemical Financial Corporation common stock trades on The Nasdaq Stock Market under the symbol CHFC.

###

EX-99 4 chemex99-3.htm EXHIBIT 99.3 PRESS RELEASE

EXHIBIT 99.3





PRESS RELEASE

For Immediate Release
January 16, 2001

For further information contact:
Aloysius J. Oliver or Lori A. Gwizdala
517/839-5352               517/839-5358


CHEMICAL FINANCIAL CORPORATION
ANNOUNCES
FIRST QUARTER CASH DIVIDEND INCREASE

          Midland, Michigan . . . Alan W. Ott, Chairman of Chemical Financial Corporation (Nasdaq:CHFC), announced that on January 15, 2001 the board of directors of the Company voted to increase the quarterly cash dividend, by declaring a cash dividend of $0.24 per share of common stock for the first quarter of 2001. The cash dividend will be payable on Friday, March 16, 2001 to shareholders of record on March 2, 2001. The ex-dividend date is February 28, 2001.

          In announcing the higher cash dividend, Ott indicated that the new quarterly dividend rate of $0.24 per share is in accordance with the Company's previous announcement that the cash dividend would be increased to this level with the first quarterly dividend after the effective date of the merger with Shoreline Financial Corporation. The merger with Shoreline Financial Corporation was effective at the close of business on January 9, 2001. The $0.24 per share dividend for the first quarter of 2001 represents a $0.02 per share, or 9.1%, increase over the $0.22 per share cash dividend that was paid in the previous quarter.

          Chemical Financial Corporation is one of the largest bank holding companies headquartered in Michigan. The Company's four subsidiary banks now operate 118 full-service banking offices and 2 loan production offices spread over 30 counties in the lower peninsula of Michigan. CFC Data Corp, Midland, is the Company's wholly owned data processing subsidiary.

          Chemical Financial Corporation common stock trades on The Nasdaq Stock Market under the symbol CHFC.

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