-----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, IgBcfewAKqi40Vuuh7syG5n3r6cM4L4yEB09FwuIUShOFrNS4qmrY1zszPTEfQ51 oTRNHOZPD76rA6B2jL42Dg== 0000905729-02-000130.txt : 20020701 0000905729-02-000130.hdr.sgml : 20020701 20020701135434 ACCESSION NUMBER: 0000905729-02-000130 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020701 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRSTBANK CORP CENTRAL INDEX KEY: 0000778972 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 382633910 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14209 FILM NUMBER: 02693239 BUSINESS ADDRESS: STREET 1: 311 WOODWORTH AVE STREET 2: PO BOX 1029 CITY: ALMA STATE: MI ZIP: 48801 BUSINESS PHONE: 5174633131 MAIL ADDRESS: STREET 1: 311 WOODWORTH AVE CITY: ALMA STATE: MI ZIP: 48801 11-K 1 first11k070102.htm Firstbank Form 11-K - 7-01-02



SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


____________


FORM 11-K

ANNUAL REPORT
PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


(Mark One):

x

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 2001


OR

o

TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from ___________ to _____________


Commission File No. 0-14209

          A.     Full title of the plan and the address of the plan, if different from that of the issuer named below: FIRSTBANK CORPORATION AMENDED AND RESTATED 401(K) AND EMPLOYEE STOCK OWNERSHIP PLAN

          B.     Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: FIRSTBANK CORPORATION, 311 WOODWORTH, ALMA, MICHIGAN 48801








REQUIRED INFORMATION

          The following financial statements and schedules are filed as part of this report:

          Report of Independent Auditors

          Statements of Net Assets Available for Benefits
             as of December 31, 2001 and 2000

          Statements of Changes in Net Assets Available for Benefits for the year ended
             December 31, 2001

          Notes to Financial Statements

          Schedule of Assets Held for Investment Purposes at December 31, 2001

EXHIBITS

          The following exhibit is filed as part of this report:

          Consent of Independent Public Accountants

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the trustee (or other persons who administer the employee benefit plan) has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.

 

FIRSTBANK CORPORATION
AMENDED AND RESTATED 401(K) AND
EMPLOYEE STOCK OWNERSHIP PLAN

 

 

 

By:

FIRSTBANK CORPORATION
Plan Administrator

 

 

 

 

 

 

 

 

 

Dated: July 1, 2002

 

By:

/s/ David L. Miller


 

 

 

David L. Miller
Vice President of Human Resources








2


REPORT OF INDEPENDENT AUDITORS




Plan Administrator of
   Firstbank Corporation Amended and Restated
   401(k) and Employee Stock Ownership Plan
Alma, Michigan


We have audited the accompanying statements of net assets available for benefits of the Firstbank Corporation Amended and Restated 401(k) and Employee Stock Ownership Plan as of December 31, 2001 and 2000, and the related statement of changes in net assets available for benefits for the year ended December 31, 2001. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2001 and 2000, and the changes in net assets available for benefits for the year ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America.

Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements as a whole.








3


The schedule of assets (held at end of year) that accompanies the Plan's financial statements does not disclose the historical cost of certain non-participant directed Plan assets held by the Plan trustee. Disclosure of this information is required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.




 

/s/ Crowe, Chizek and Company LLP

 

Crowe, Chizek and Company LLP


Grand Rapids, Michigan
April 10, 2002























4


FIRSTBANK CORPORATION AMENDED AND RESTATED
401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2001 and 2000



 

2001


 

2000


ASSETS

 

 

 

 

 

     Investments, at fair value (Note 4)

 

 

 

 

 

          Common stock

$

6,604,825

 

$

6,343,100

          Mutual funds

 

4,902,351

 

 

5,248,040

          Loans to participants

 


63,592


 

 


34,269


 

 

11,570,768

 

 

11,625,409

 

 

 

 

 

 

     Receivables

 

 

 

 

 

          Participant contributions

 

49,934

 

 

0

          Employer contribution

 


24,442


 

 


0


 

 


74,376


 

 


0


 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS

$


11,645,144


 

$


11,625,409

























See accompanying notes to financial statements.


5


FIRSTBANK CORPORATION AMENDED AND RESTATED
401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 2001



Additions to net assets attributed to:

 

 

 

     Investment income

 

 

 

          Net depreciation in fair value of investments (Note 4)

$

(638,374

)

          Interest

 

4,402

 

          Dividends - cash

 

314,544

 

          Dividends - stock

 


321,905


 

 

 

2,477

 

 

 

 

 

     Contributions

 

 

 

          Employer

 

316,247

 

          Participants

 

693,739

 

          Rollovers from other plans

 


8,133


 

 

 


1,018,119


 

 

 

 

 

               Total additions

 

1,020,596

 

 

 

 

 

Deductions from net assets attributed to:

 

 

 

     Benefits paid to participants

 


1,000,861


 

          Total deductions

 


1,000,861


 

 

 

 

 

 

 

 

 

Net increase

 

19,735

 

 

 

 

 

Net assets available for benefits

 

 

 

     Beginning of year

 


11,625,409


 

 

 

 

 

     End of year

$


11,645,144


 

















See accompanying notes to financial statements.


6


FIRSTBANK CORPORATION AMENDED AND RESTATED
401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2001 and 2000



NOTE 1 - DESCRIPTION OF PLAN

The following description of the Firstbank Corporation Amended and Restated 401(k) and Employee Stock Ownership Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions.

General: The Plan was established by the plan sponsor, Firstbank Corporation (the Company), effective January 1, 1988. Firstbank - Alma, a subsidiary bank of Firstbank Corporation, acts as trustee for the Plan assets. The Plan is a defined contribution plan which covers all employees who are at least 21 years of age and have completed 90 days of service. The Plan has two primary features: a contributory 401(k) portion based on elective contributions from participants in the Plan and Employee Stock Ownership Plan (ESOP) provisions. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

Contributions: Elective deferrals by participants under the 401(k) provisions are based on a percentage of their compensation as defined in the Plan agreement which are subject to certain limitations. The Company may, at the sole discretion of the Board of Directors, contribute to each participant's account a matching contribution which is a percentage of the participant's elective contribution for the year. For 2001 and 2000, the Company made matching contributions equal to 70% of the first 6% of the compensation deferred by each 401(k) participant subject to certain limitations as specified in the Plan agreement.

Participant Accounts: Each participant's account is credited with the participant's contributions and allocation of (a) the Company's contributions and (b) Plan earnings. Allocations are based on participant earnings or account balances, as defined. Forfeitures of employer matching contributions due to participant termination are used to reduce the employer's matching contribution. During 2001, there were forfeitures totaling $18,931. The benefit to which a participant is entitled is the aggregate of the participant's deferrals and rollovers and the vested portion of the employer matching and ESOP contributions.

Investment options: Participants may direct, on a quarterly basis, the trustee to invest their elective 401(k) contributions as well as employer matching contributions to the Plan in any of the available investment options. Participants can individually determine their investment options based on desired level of risk and return for all contributions (employer and employee) to the Plan. Participants have the option to invest their contributions (employer and employee) to purchase common stock of Firstbank Corporation. The ESOP portion of the Plan provides for allocation of shares of Firstbank Corporation common stock to certain qualifying employees as provided by the Plan agreement.



(Continued)

7


FIRSTBANK CORPORATION AMENDED AND RESTATED
401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2001 and 2000



NOTE 1 - DESCRIPTION OF PLAN (Continued)

Retirement, Death and Disability: A participant is entitled to 100% of his or her account balance upon retirement, death or disability while employed.

Vesting: Participants are immediately vested in their elective contributions plus actual earnings thereon. The participants' account values attributable to the Company's contributions, inclusive of ESOP contributions, are vested according to the following schedule:

Completed Years of Service for Vesting
(as defined in Plan agreement)

 

Vested Percentage of the
Company's Contribution

 

 

 

1

 

0

%

2

 

0

 

3

 

25

 

4

 

50

 

5

 

75

 

6

 

100

 


Payment of Benefits: A participant or his or her beneficiary receives the vested portion in the participant's account in a lump-sum. A participant may receive the portion of his or her account invested in Firstbank stock as stock or in cash.

Loan Provisions: The Plan provides that participants can borrow funds against their account balances up to 50% of their vested account balance less the ESOP balance, or $50,000, whichever is less. The loans are secured by the balance in the participant's account and bear interest rates that range from 6.5% to 13.5%.

Expenses: All administrative expenses are paid by the Plan sponsor.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Investment Valuation and Income Recognition: Investments are stated at fair value. Mutual fund shares and Firstbank Corporation common stock are traded on national exchanges and are valued at the last sales price on the date of valuation. Participant loans are valued at cost which approximates fair value. The investment accounts include cash in short-term money market funds, which has been designated to be invested in the common stock or mutual funds.

Purchases and sale of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.



(Continued)

8


FIRSTBANK CORPORATION AMENDED AND RESTATED
401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2001 and 2000



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures, and actual results may differ from these estimates.

Payment of Benefits: Benefits are recorded when paid.


NOTE 3 - PLAN TERMINATION

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, participants would become 100% vested in their employer contributions.


NOTE 4 - INVESTMENTS

The following presents investments that represent 5% or more of the Plan's net assets. The investment accounts include cash in short-term money market funds, which has been designated to be invested in the common stock or mutual funds.

 

2 0 0 1

 

2 0 0 0

 

 

Number of
Shares/Units

 


Value

 

Number of
Shares/Units

 


Value

 

 

 

 

 

 

 

 

 

 

     Firstbank Corporation common
        stock - ESOP (allocated)


191,107    


$


3,659,718


*


201,238    


$


3,665,250


*

     Firstbank Corporation common
        stock


153,412    

 


2,945,107

 


146,847    

 


2,677,850

 

     Vanguard Index 500 fund

14,875    

 

1,575,082

 

15,130    

 

1,843,793

 

     American Century Ultra fund

28,401    

 

785,003

 

28,200    

 

912,835

 


*  Nonparticipant-directed

During 2001, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) depreciated in value by $638,374 as follows:

     Firstbank Corporation common stock

$

(22,517

)

     Mutual funds

 


(615,857


)

 

 

 

 

 

$


(638,374


)


(Continued)

9


FIRSTBANK CORPORATION AMENDED AND RESTATED
401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2001 and 2000



NOTE 4 - INVESTMENTS (Continued)

Information about the net assets and the significant components of the changes in net assets relating to the nonparticipant-directed investments, is as follows:

 

December 31,

 

2001


 

2000


   Net assets:

 

 

 

 

 

        Firstbank Corporation common stock -
             ESOP (allocated)


$



3,659,718


 


$



3,665,250



 

Year ended
December 31, 2001

 

   Changes in net assets:

 

 

 

 

 

        Dividends - cash and stock

 

$

307,270

 

 

        Net depreciation

 

 

(25,405

)

 

        Distributions

 

 

(287,391

)

 

        Transfers

 

 


(6


)

 

 

 

 

 

 

 

 

 

$


(5,532


)

 


NOTE 5 - PARTY-IN-INTEREST TRANSACTIONS

Parties-in-interest are defined under Department of Labor regulations as any fiduciary of the Plan, any party rendering service to the Plan, the employer, and certain others. Professional fees for the administration and audit of the Plan are paid by the Company.

The 344,519 and 348,084 shares of Firstbank Corporation common stock held by the Plan as of December 31, 2001 and 2000 represent approximately 6.7% and 7.0% of the Company's outstanding shares as of December 31, 2001 and 2000.

As of December 31, the Plan held the following party-in-interest investments (at fair value):

 

2001


 

2000


   Firstbank Corporation common stock; 344,519 and 348,084
      shares in 2001 and 2000


$


6,604,825

 


$


6,343,100


Share amounts have been adjusted to reflect the stock dividends and splits received in both 2001 and 2000.

Approximately $230,000 of cash dividends were paid to the Plan by Firstbank Corporation during 2001 based on shares held by the Plan on the dates of declaration. This dividend income is included as dividends in the Statement of Changes in Net Assets Available for Benefits. A stock dividend was declared and paid by Firstbank Corporation in 2001. As a result of this stock dividend, Firstbank Corporation issued 16,415 additional shares of Firstbank Corporation common stock to the Plan.


(Continued)

10


FIRSTBANK CORPORATION AMENDED AND RESTATED
401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2001 and 2000



NOTE 6 - TERMINATED PARTICIPANTS

Included in net assets available for benefits are amounts allocated to individuals who have elected to withdraw from the Plan, but who have not yet been paid. Plan assets allocated to these participants were $0 and $18,140 at December 31, 2001 and 2000.


NOTE 7 - TAX STATUS

The Internal Revenue Service has determined and informed the Company by a letter dated May 24, 1995 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). Although the Plan has been amended since receiving the determination letter, the plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.


NOTE 8 - PLAN AMENDMENT

Effective January 1, 2001, the Plan was amended to change the entry dates from January 1 and July 1 to the first day of each month.

















(Continued)

11


FIRSTBANK CORPORATION AMENDED AND RESTATED
401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2001



Attachment to Form 5500, Schedule H, Part IV, Line 4i
Name of plan sponsor: Firstbank Corporation
Employer identification number:  38-2633910
Three-digit plan number:  002






(a)



(b)
Identity of Issuer,
Borrower, Lessor,
or Similar Party

(c)
Description of Investment
Including Maturity Date,
Rate of Interest,
Collateral, Par or
Maturity Value





(d)
Cost




(e)
Current
Value

 

 

 

 

 

 


*

Common Stock
Firstbank Corporation


191,107 shares of Firstbank
  Corporation common stock -
  ESOP (allocated)



(1)



$



3,659,718

 

 

 

 

 

 

*

Firstbank Corporation

153,412 shares of Firstbank
  Corporation common stock


#


 



2,945,107


 

 

 

 

 

6,604,825

 

 

 

 

 

 

 

Mutual Funds
Federated Securities
  Corporation

164,192 units of Federated
  Money Market Trust for U.S.
  Treasury Obligations



#

 



164,192

 

 

 

 

 

 

 

Federated Securities
  Corporation

32,732 units of Federated
  Capital Preservation fund


#

 


327,320

 

 

 

 

 

 

 

Vanguard Group, Inc.

54,815 units of Vanguard
  Corporate Long-Term Bond
  fund



#

 



475,794

 

 

 

 

 

 

 

Federated Securities
  Corporation

13,054 units of Federated Stocks
  fund


#

 


443,052

 

 

 

 

 

 

 

Vanguard Group, Inc.

14,875 units of Vanguard Index
  500 fund


#

 


1,575,082

 

 

 

 

 

 

 

American Century
  Investors

6,486 units of American Century
  Growth fund


#

 


126,616

 

 

 

 

 

 

 

American Century
  Investors

28,401 units of American Century
  Ultra fund


#

 


785,003


(Conitinued)

12


FIRSTBANK CORPORATION AMENDED AND RESTATED
401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2001



Attachment to Form 5500, Schedule H, Part IV, Line 4i
Name of plan sponsor: Firstbank Corporation
Employer identification number:  38-2633910
Three-digit plan number:  002






(a)



(b)
Identity of Issuer,
Borrower, Lessor,
or Similar Party

(c)
Description of Investment
Including Maturity Date,
Rate of Interest,
Collateral, Par or
Maturity Value





(d)
Cost




(e)
Current
Value

 

 

 

 

 

 

 

Mutual Funds (cont.)
T. Rowe Price Investment
  Services


31,482 units of T. Rowe Price
  International Stock fund



#



$



345,986

 

 

 

 

 

 

 

Vanguard Group, Inc.

19,100 units of Vanguard Total
  Bond Market fund


#

 


193,675

 

 

 

 

 

 

 

Warburg-Pincus Funds

7,062 units of Warburg-Pincus
  Emerging Growth fund


#

 


190,593

 

 

 

 

 

 

 

Fidelity Investments

1,490 units of Fidelity Overseas
  fund


#

 


40,867

 

 

 

 

 

 

 

Vanguard Group, Inc.

7,873 units of Vanguard International
  Growth fund


#

 


118,174

 

 

 

 

 

 

 

American Century
  Investors

11,328 units of American Century
  International Discovery fund


#


 



115,997


 

 

 

 

 

4,902,351

 

Loans

 

 

 

 

 

Participant loans

Maturing through May 10, 2011
  with interest rates ranging from
  6.50% to 13.52%



#



 




63,592


 

 

 

 

 

 

 

 

 

 

$


11,570,768





*

Party-in-interest

(1)

Information not available

#

Investment is participant directed, therefore historical cost is not required.



13


EXHIBIT INDEX

23              Consent of Independent Public Accountants







EX-23 3 firstex23.htm Firstbank Form 11-K Exhibit 23 - 7-01-02

EXHIBIT 23



CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



We consent to the incorporation by reference in Registration Statement No. 333-20377 of Firstbank Corporation on Form S-8 of our report dated April 10, 2002, included in this Annual Report on Form 11-K of Firstbank Corporation Amended and Restated 401(k) and Employee Stock Ownership Plan for the year ended December 31, 2001.




 

/s/ Crowe, Chizek and Company LLP

 

Crowe, Chizek and Company LLP



Grand Rapids, Michigan
June 26, 2002

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