-----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, KvIF5JQRZAUEXnWMbbrLKfGPSVNow72L15WZ2GHo2c/Dd7n12FGV/SGz2qo8PD5P /v20J58THsr4F11lWiPFiw== 0000914317-04-002444.txt : 20040615 0000914317-04-002444.hdr.sgml : 20040615 20040615151303 ACCESSION NUMBER: 0000914317-04-002444 CONFORMED SUBMISSION TYPE: SC TO-I PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 20040615 SUBJECT COMPANY: 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: SC TO-I SEC ACT: 1934 Act SEC FILE NUMBER: 005-41635 FILM NUMBER: 04864122 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 FILED BY: 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: SC TO-I 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 SC TO-I 1 schto-60892_1stbankcorp.txt - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 FIRSTBANK CORPORATION (Name of Subject Company (Issuer)) FIRSTBANK CORPORATION (Issuer) (Name of Filing Persons (Identifying Status as Offeror, Issuer or Other Person)) COMMON STOCK, NO PAR VALUE (Title of Class of Securities) 33761G104 (CUSIP Number of Class of Securities) Mr. Thomas R. Sullivan Chief Executive Officer Firstbank Corporation 311 Woodworth Avenue Alma, Michigan 48801 (989) 463-3131 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) Copies To: Donald L. Johnson Varnum, Riddering, Schmidt & Howlett, LLP 333 Bridge Street N.W. Grand Rapids, Michigan 49504 (616) 336-6000 CALCULATION OF FILING FEE - -------------------------------------------------------------------------------- Transaction Valuation* Amount of Filing Fee** - --------------------------------------- ------------------------------------- $15,000,000 $1,901 - -------------------------------------------------------------------------------- * Calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934. This calculation assumes the purchase of 500,000 shares, no par value, at the tender offer price of $xx.xx per share in cash. ** The amount of the filing fee, calculated in accordance with Rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended, and Fee Advisory #7 for Fiscal Year 2004 issued by the Securities and Exchange Commission, equals $126.70 per million of the value of the transaction. 1 [ ] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing. Amount Previously Paid: N/A. Filing Party: N/A. Form or Registration No.: N/A. Date Filed: N/A. [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third-party tender offer subject to Rule 14d-1. [X] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ]. - -------------------------------------------------------------------------------- 2 SCHEDULE TO This Tender Offer Statement on Schedule TO relates to an issuer tender offer by Firstbank Corporation, a Michigan corporation, to purchase up to 500,000 of its common shares, no par value. The Company is offering to purchase these shares at a price of $xx.xx per share, net to the seller in cash, without interest. The Company's tender offer is made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 15, 2004 and the related Letter of Transmittal, which, as amended or supplemented from time to time, together constitute the tender offer. This tender offer statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(1) of the Securities Exchange Act of 1934, as amended. Item 1. Summary Term Sheet. The information set forth in the Offer to Purchase under the section captioned "Summary" is incorporated herein by reference. Item 2. Subject Company Information. (a) The issuer of the securities to which this Schedule TO relates is Firstbank Corporation, a Michigan corporation (the "Company"), and the address of its principal executive office and its mailing address is 311 Woodworth Ave, Alma, Michigan 48801, and the telephone number at such address is (989) 463-3131. (b) This Schedule TO relates to the offer by the Company to purchase up to 500,000 (or such lesser number of shares as are properly tendered) of its common shares, no par value (the "Shares"), 5,597,205 of which Shares were outstanding as of June 10, 2004. (c) The information set forth in "Summary" and "Section 8. Price Range of Shares; Dividends" of the Offer to Purchase is incorporated herein by reference. Item 3. Identity and Background of Filing Person. (a) The Filing Person to which this Schedule TO relates is the subject Company. For information regarding the subject Company, see Item 2(a) above. The information set forth in "Section 11. - Information About Our Shares; Interests of Directors, Executive Officers and Certain Shareholders; Transactions and Arrangements Concerning Shares" is incorporated herein by reference. Item 4. Terms of the Transaction. (a) The information set forth in "Summary" and "Section 1. - Number of Shares; Price; Priority of Purchase," "Section 2. - Purpose of and Reasons for the Tender Offer," "Section 3. - Procedures for Tendering Shares," "Section 4. - Withdrawal Rights," "Section 5. - Purchase of Shares and Payment of Purchase Price," "Section 6. - Conditional Tender Procedures," "Section 7. - Conditions of Our Offer," "Section 9. - Source and Amount of Funds," "Section 11. - Information About Our Shares; Interests of Directors, Executive Officers and Certain Shareholders; Transactions and Arrangements Concerning Shares," "Section 12. - Effects of Our Offer on the Market for Our Shares; Registration under the Exchange Act," "Section 14. - Federal Income Tax Consequences," and "Section 15. - - Extension of Our Offer; Termination; Amendment" of the Offer to Purchase is incorporated herein by reference. (b) The Company's directors, executive officers, and affiliates are entitled to participate in the offer on the same basis as all other shareholders. Participants in Firstbank Corporation's Dividend Reinvestment Plan are also entitled to participate in the offer as to their shares held in plan accounts on the same basis as all other shareholders. The Company is not aware of whether any participants in the Dividend Reinvestment Plan will tender any of their shares in the plan for purchase by the Company. The information set forth in "Section 3. -- Procedures for Tendering Shares" and "Section 11. Information About Our Shares; Interests of Directors, Executive Officers and Certain Shareholders, Transactions and Arrangements Concerning Shares" of the Offer to Purchase is incorporated herein by reference. Item 5. Past Contacts, Transactions, Negotiations and Agreements. (e) The information set forth in "Section 11. -- Information About Our Shares; Interests of Directors and Executive Officers and Certain Shareholders; Transactions and Arrangements Concerning Shares" is incorporated herein by reference. Item 6. Purposes of the Transaction and Plans or Proposals. (a)-(c) The information set forth in "Section 2. -- "Purposes of and Reasons for the Offer." And "Section 11. Information About Our Shares; Interests of Directors, Executive Officers and Certain Shareholders; Transactions and Arrangements Concerning Shares" of the Offer to Purchase is incorporated herein by reference. Item 7. Source and Amount of Funds or Other Consideration. (a) The information set forth in "Section 9. -- Source and Amount of Funds" of the Offer to Purchase is incorporated herein by reference. (b) The information set forth in "Section 7. -- Conditions of Our Offer" and "Section 9. -- Source and Amount of Funds" of the Offer to Purchase is incorporated herein by reference. (d) Not applicable. Item 8. Interest in Securities of the Subject Company. (a)-(b) The information set forth in "Section 11. -- Information about our Shares; Interests of Directors, Executive Officers and Certain Shareholders; Transactions and Arrangements Concerning Shares" of the Offer to Purchase is incorporated herein by reference. Item 9. Persons/Assets Retained, Employed, Compensated Or Used. (a) The information set forth in "Section 16. -- Fees and Expenses" of the Offer to Purchase is incorporated herein by reference. Item 10. Financial Statements. (a) Financial Information; Pro Forma Information. Not applicable. Notwithstanding that financial statements are not required pursuant to Instruction 2 to Item 10, the Company has provided certain historical financial information and certain pro forma financial information for the most recent fiscal quarter, and has incorporated by reference certain documents filed with the Securities and Exchange Commission, in Section 10 of the Offer to Purchase ("Information About Us"). Item 11. Additional Information. (a) Agreements, Regulatory Requirements and Legal Proceedings. The information set forth in Section 10 of the Offer to Purchase ("Information Regarding About Us"), Section 11 of the Offer to Purchase ("Interests of Directors, Executive Officers and Certain Shareholders; Transactions and Arrangement Concerning Shares") and Section 13 of the Offer to Purchase ("Legal Matters; Regulatory Approvals") is incorporated herein by reference. (b) Other Material Information. The information set forth in the Offer to Purchase and the accompanying Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, as each may be amended or supplemented from time to time, is incorporated herein by reference. Item 12. Exhibits. (a)(1)(i) Form of Offer to Purchase, dated June 15, 2004 (a)(1)(ii) Form of Letter of Transmittal (including Certification of Taxpayer Identification Number on Form W-9) (a)(1)(iii) Notice of Guaranteed Delivery (a)(1)(iv) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (a)(1)(v) Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees to their Clients (a)(1)(vi) Instruction Form for Shares Held by Brokers, Dealers, Commercial Banks and Trust Companies (a)(1)(vii) Form of Letter to Shareholders of Firstbank Corporation, dated June 15, 2004, from Thomas R. Sullivan, Chief Executive Officer and President of Firstbank Corporation (a)(1)(viii) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (a)(1)(ix) Press Release issued by Firstbank Corporation, dated June 15, 2004 (a)(1)(x) Questions and Answers Brochure (b) Promissory Note for the Line of Credit with LaSalle Bank (d) None (g) None (h) None Item 13. Information Required By Schedule 13e-3. Not applicable. 3 SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. FIRSTBANK CORPORATION By: /s/ Thomas R. Sullivan ----------------------------- Thomas R. Sullivan Chief Executive Officer And President Dated: June 15, 2004 4 EXHIBIT INDEX Exhibit Number Description Ex.99(a)(1)(i) Form of Offer to Purchase, dated June 15, 2004 Ex.99(a)(1)(ii) Form of Letter of Transmittal (including Certification of Taxpayer Identification Number on Form W-9) Ex.99(a)(1)(iii) Notice of Guaranteed Delivery Ex.99(a)(1)(iv) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees Ex.99(a)(1)(v) Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees to their Clients Ex.99(a)(1)(vi) Instruction Form for Shares Held by Brokers, Dealers, Commercial Banks and Trust Companies Ex.99(a)(1)(vii) Form of Letter to Shareholders of Firstbank Corporation, dated June 15, 2004, from Thomas R. Sullivan, Chief Executive Officer and President of Firstbank Corporation Ex.99(a)(1)(viii) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 Ex.99(a)(1)(ix) Press Release issued by Firstbank Corporation, dated June 15, 2004 Ex.99(a)(1)(x) Questions and Answers Brochure Ex.99(b) Promissory Note for the Line of Credit with LaSalle Bank EX-99.A1 2 ex99a1i.txt EXHIBIT 99(a)(1)(i) FirstBank CORPORATION [LOGO] FIRSTBANK CORPORATION 311 Woodworth Avenue Alma, Michigan 48801 Offer to Purchase up to 500,000 Common Shares of FIRSTBANK CORPORATION Our offer and your right to withdraw your shares will expire at 5:00 p.m., Alma, Michigan time, on Friday, July 30, 2004, unless the offer is extended. We may extend the offer period at any time. Firstbank Corporation is: o offering to purchase up to 500,000 of our common shares in a tender offer, and o offering to purchase these shares at a price of $30.00 per share in cash. If you want to tender your shares into our offer, you should: o specify the amount of shares you want to tender, and o follow the instructions in this document and the related documents, including the accompanying letter of transmittal, to submit your shares. When our offer expires: o if the number of shares tendered is not more than 500,000, we will purchase all these shares, and o if the number of shares tendered is more than 500,000, we will purchase shares: o first from holders of less than 100 shares who tendered all of their shares, and o then, on a pro rata basis from all other shareholders who tendered shares. Our offer is not conditioned on any minimum number of shares being tendered. Our offer is, however, subject to other conditions discussed under "The Offer -- Conditions of Our Offer." Our Board of Directors has approved this offer. However, neither we nor our Board of Directors nor the Dealer Manager/Information Agent makes any recommendation to you as to whether you should tender or not tender your shares. You must make your own decision as to whether to tender your shares and, if so, how many shares to tender. This document contains important information about our offer. We urge you to read it in its entirety. The Dealer Manager and Information Agent for the Offer is: HOWE BARNES INVESTMENTS, INC. IMPORTANT PROCEDURES If you want to tender all or part of your shares, you must do one of the following before our offer expires at 5:00 p.m. Alma, Michigan time, on Friday, July 30, 2004 (unless the tender offer is extended): o if your shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact the nominee and have the nominee tender your shares for you, or o if you hold physical certificates in your own name, complete and sign a letter of transmittal according to its instructions, and deliver it, together with any required signature guarantee, the certificates for your shares and any other documents required by the letter of transmittal, to Registrar and Transfer Company, the depositary for our offer, or o if you hold shares in book-entry form under our Dividend Reinvestment Plan (including any shares purchased with funds you contributed to our Employee Stock Purchase Plan or purchased by dividend reinvestment), you must complete and sign the letter of transmittal according to its instructions, and deliver it, together with any required signature guaranty and any other documents required by the letter of transmittal, to Registrar and Transfer Company, or o if you are an institution participating in The Depository Trust Company, which we call the "book-entry transfer facility" in this document, tender your shares according to the procedure for book-entry transfer described in "The Offer -- Procedures for Tendering Shares." If you are a participant in the Firstbank Corporation 401(k) Plan, you are not eligible to tender shares you own indirectly through the Firstbank Corporation Stock Fund in the 401(k) Plan. If you want to tender your shares but o your certificates for the shares are not immediately available or cannot be delivered to the depositary, or o you cannot comply with the procedures for book-entry transfer, or o your other required documents cannot be delivered to the depositary by the expiration of our offer, you can still tender your shares if you comply with the guaranteed delivery procedure described under "The Offer -- Procedures for Tendering Shares." To tender your shares you must follow the procedures described in this document, the letter of transmittal and the other documents related to our offer. If you have any questions or need assistance, you should contact Howe Barnes Investments, Inc., the Dealer Manager/Information Agent for our offer, at their address and telephone number on the back page of this document. You may request additional copies of this document, the letter of transmittal or the notice of guaranteed delivery from the Dealer Manager/Information Agent. TABLE OF CONTENTS Section Page - ------- ---- Summary .....................................................................i Forward-Looking Statements....................................................v The Offer.....................................................................1 1. Number of Shares; Price; Priority of Purchase..........................1 2. Purposes of and Reasons for the Offer..................................3 3. Procedures for Tendering Shares........................................5 4. Withdrawal Rights......................................................9 5. Purchase of Shares and Payment of Purchase Price.......................9 6. Conditional Tender Procedures.........................................10 7. Conditions of Our Offer...............................................11 8. Price Range of Shares; Dividends......................................13 9. Source and Amount of Funds............................................13 10. Information About Us..................................................14 11. Information About Our Shares; Interest of Directors, Executive Officers and Certain Shareholders; Transactions and Arrangements Concerning Shares.....................................................17 12. Effects of Our Offer on the Market for Our Shares; Registration Under The Exchange Act................................................20 13. Legal Matters; Regulatory Approvals...................................21 14. Federal Income Tax Consequence........................................21 15. Extension of Our Offer; Termination; Amendment........................23 16. Fees and Expenses.....................................................24 17. Miscellaneous.........................................................25 SUMMARY Firstbank Corporation ("we," "our," "us") is providing this summary for your convenience. It highlights material information in this document, but you should realize that it does not describe all of the details of our offer to the same extent that they are described in the body of this document. We urge you to read the entire document and the related letter of transmittal because they contain the full details of our offer. Where helpful, we have included references to the sections of this document where you will find a more complete discussion. Who is offering to purchase my shares? We are offering to purchase up to 500,000 of our outstanding common shares. See "The Offer - Information About Us." What is the purchase price? The price we are offering is $30.00 per share. How and when will I be paid? If your shares are purchased in our offer, you will be paid the purchase price, in cash, without interest, promptly after the expiration of the offer period. There may be tax consequences to receiving this payment. See "The Offer - Number of Shares; Price; Priority of Purchase" "--Procedures for Tendering Shares," "--Purchase of Shares and Payment of Purchase Price," "--Federal Income Tax Consequences." How many shares will you purchase in all? We will purchase up to 500,000 shares in our offer, or approximately 8.9% of our outstanding common stock. We also reserve the right to purchase additional shares up to 2% of the outstanding shares, subject to applicable legal requirements. Our offer is not conditioned on any minimum number of shares being tendered. See "The Offer - Number of Shares; Price; Priority of Purchase." If I tender my shares, how many of my shares will you purchase? All the shares that you tender in our offer may not be purchased. If more than 500,000 shares are tendered, we will purchase shares based on the following order of priority: o First, we will purchase shares from all holders of "odd lots" of less than 100 shares (not including any shares held indirectly in our 401(k) Plan) who properly tender all of their shares. o Second, we will purchase shares from all other shareholders who properly tender shares, on a pro rata basis, subject to the conditional tender provisions described under "The Offer - Conditional Tender Procedures." As a result, we will purchase the same percentage of shares from each tendering shareholder in this second category. We will announce this proration percentage, if it is necessary, after our offer expires. As we noted above, we may also purchase an additional 2% of the outstanding shares, subject to applicable legal requirements. See "The Offer - Number of Shares; Price; Priority of Purchase." How will you pay for the shares? We would need $15,000,000 to purchase 500,000 shares. We intend to finance this purchase using funds from our $25 million line of credit with LaSalle Bank, Chicago, Illinois. See "The Offer - Source and Amount of Funds." i Can I tender shares held for my account in the Dividend Reinvestment Plan? Yes. Participants in our Dividend Reinvestment Plan may tender any of the shares that are allocated to their account(s). You may hold shares in our Dividend Reinvestment Plan if you hold shares directly in book-entry form, if you have elected to have dividends reinvested in common stock, or if you are an employee who participates in our Employee Stock Purchase Plan. See "The Offer - Procedures for Tendering Shares." Can I tender shares I hold indirectly through the Firstbank Corporation Stock Fund in the 401(k) Plan? No. Participants in our 401(k) Plan are not eligible to tender shares they hold indirectly in the Firstbank Corporation Stock Fund in our 401(k) Plan. However, 401(k) Plan participants may transfer out of the Firstbank Corporation Stock Fund using the Savings Express toll free telephone number or the ABN AMRO website. How long do I have to tender my shares? You may tender your shares until our offer expires. The offer is scheduled to expire on July 30, 2004, at 5:00 p.m., Alma, Michigan time, but we may choose to extend it at any time. We cannot assure you that we will extend our offer or, if we extend it, for how long it will be extended. See "The Offer - Number of Shares; Price; Priority of Purchase" and "--Extension of Our Offer; Termination; Amendment." How will I be notified if you extend the offer? If our offer is extended, we will make a public announcement before 9:00 a.m., Alma, Michigan time, on the first business day after the offer was scheduled to expire. See "The Offer - Extension of Our Offer; Termination; Amendment." What are the conditions to the offer? Our obligation to accept and pay for your tendered shares is conditioned upon the satisfaction or waiver of the conditions described in this document. See "The Offer - Conditions of Our Offer." How do I tender my shares? To tender your shares, you must complete one of the actions described under "Important Procedures" on the inside front cover of this document before our offer expires. You may also contact the Dealer Manager/Information Agent or your broker for assistance. The contact information for the Dealer Manager/Information Agent is on the back page of this document. See "The Offer - Procedures for Tendering Shares" and the instructions to the letter of transmittal. Once I have tendered shares in the offer, can I change my mind? Yes. If you tender your shares and change your mind, you may withdraw your shares at any time before our offer expires. In addition, after our offer expires, if we have not accepted for payment the shares you have tendered to us, you may withdraw your shares at any time after 12:00 midnight, Alma, Michigan time, on Friday, August 20, 2004. See "The Offer - Withdrawal Rights." ii To withdraw your shares, you must timely deliver a written notice of your withdrawal to the depositary at the address or facsimile number appearing on the back page of this document. Your notice of withdrawal must specify your name, the number of shares to be withdrawn and the name of the registered holder of the shares. Some additional requirements apply if the certificates for shares to be withdrawn have been delivered to the depositary. See "The Offer - Withdrawal Rights." What do you and the Board of Directors think about this offer? Our Board of Directors has approved this offer. However, neither we nor our Board of Directors nor the Dealer Manager/Information Agent are making any recommendation regarding whether you should tender or not tender your shares. You must decide to tender your shares and, if so, how many shares to tender. You should discuss whether to tender your shares with your broker or other financial or tax advisor. See "The Offer - Purposes of and Reasons for the Offer." What is a recent market price of my shares? Our common stock is traded on the NASDAQ National Market System under the symbol "FBMI." On June 10, 2004, a date close to the date of this document, the last reported sales price of our common stock on the NASDAQ National Market was $27.08. We urge you to obtain more current market quotations for your shares. For trading information regarding the shares, you may call Howe Barnes Investments, Inc. toll free at (800) 929-4693. See "The Offer - Price Range of Shares; Dividends." Will I have to pay brokerage commissions or stock transfer tax if I tender my shares to you? If you are a registered shareholder and tender your shares directly to the depositary, you will not need to pay any brokerage commissions. If you hold shares through a broker or bank, however, you should ask your broker or bank to see if you will be charged a fee to tender your shares. See "The Offer - Procedures for Tendering Shares." If you instruct the depositary in the letter of transmittal to make the payment for the shares to the registered holder, you will not incur any stock transfer tax. See "The Offer - Purchase of Shares and Payment of Purchase Price." What are the United States federal income tax consequences if I tender my shares to you? Generally, you will be subject to United States federal income taxation when you receive cash from us in exchange for the shares you tender. The cash you receive will be treated either as: o a sale or exchange eligible for capital gains treatment; or o a dividend subject to ordinary income tax rates See "The Offer - Federal Income Tax Consequences." iii Whom do I contact if I have questions about the offer? Our Dealer Manager/Information Agent can help answer your questions. The Dealer Manager/Information Agent is Howe Barnes Investments, Inc. Their contact information appears on the back page of this document. iv Forward-Looking Statements This document contains a number of forward-looking statements regarding our financial condition, results of operations and business. These statements may be made directly in this document or may be incorporated in this document by reference to other documents. These statements may also include references to periods following the completion of our offer or other transactions described in this document. You can find many of these statements by looking for words such as "believes," "expects," "anticipates," "estimates," "intends," "plans," "may," "will," "potential" and similar expressions. Forward-looking statements involve substantial risks and uncertainties. Some of the factors that may cause actual results to differ materially from those contemplated by the forward-looking statements include, but are not limited to, the following possibilities: o the timing and occurrence or non-occurrence of events, including the conditions to our offer, may be subject to circumstances beyond our control; o there may be increases in competitive pressure among financial institutions or from non-financial institutions; o changes in the interest rate environment may reduce interest margins or may otherwise adversely affect lending operations; o changes in deposit flows, loan demand or real estate values may adversely affect our business; o changes in accounting principles, policies or guidelines may cause our financial condition to be perceived differently; o general economic conditions, either nationally or locally, in the markets in which we do business, or conditions in securities markets or the banking industry may be less favorable than we currently anticipate; o legislation or regulatory changes may adversely affect our business; o technological changes may be more difficult or expensive than we anticipate; o success or consummation of new business initiatives may be more difficult or expensive than we anticipate; or o litigation or other matters before regulatory agencies, whether currently existing or commencing in the future, may delay the occurrence or non-occurrence of events longer than we anticipate. All written and oral forward-looking statements concerning our offer or other matters addressed in this document and attributable to us or any person acting on our behalf are qualified by these cautionary statements. v The Offer 1. Number of Shares; Price; Priority of Purchase. General. On the terms and subject to the conditions of our offer, we will purchase at a price of $30.00 per share, without interest, up to 500,000 of our common shares, or such lesser number of shares as are properly tendered and not properly withdrawn in accordance with the procedures set forth under "-- Withdrawal Rights." The term "expiration date" with respect to our offer means 5:00 p.m., Alma, Michigan time, on Friday, July 30, 2004, unless we, in our sole discretion, extend the period of time during which our offer will remain open. If extended by us, the term "expiration date" will mean the latest time and date at which our offer, as extended, will expire. See "-- Extension of Our Offer; Termination; Amendment" for a description of our right to extend, delay, terminate or amend our offer. Shares properly tendered and not properly withdrawn will be purchased upon the terms and conditions of our offer, including the odd lot, proration and conditional tender provisions described below. If more than 500,000 shares are tendered, shares tendered will be subject to proration, except for odd lots. In accordance with the rules of the Securities and Exchange Commission, we may, and we reserve the right to, purchase in our offer an additional amount of shares, not to exceed 2% of our outstanding common stock (approximately 111,944 shares), without amending or extending our offer. See "-- Extension of Our Offer; Termination; Amendment." All shares tendered and not purchased, including shares not purchased because of proration or the conditional tender procedures, will be returned to you at our expense promptly following the expiration date. On the letter of transmittal you can specify the order in which portions of your shares will be purchased if, as a result of the proration provisions or otherwise, some but not all of your tendered shares are purchased in our offer. You may withdraw your shares from our offer by following the procedures described under "-- Withdrawal Rights." If we: o increase or decrease the price to be paid for shares, o increase the number of shares being sought in our offer by more than 2% of our outstanding common stock, o decrease the number of shares being sought in our offer, or o increase or decrease a dealer's soliciting fee, then our offer must remain open, or will be extended, until at least ten business days from, and including, the date that notice of any such change is first published, sent or given in the manner described under "-- Extension of Our Offer; Termination; Amendment." For purposes of our offer, a "business day" means any day other than a Saturday, Sunday or United States federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, Alma, Michigan time. Our offer is not conditioned on any minimum number of shares being tendered. Our offer is, however, subject to other conditions. See "--Condition of Our Offer." Priority of Purchases. On the terms and subject to the conditions of the tender offer, if more than 500,000 shares have been properly tendered and not properly withdrawn before the expiration date, we will purchase properly tendered shares on the basis set forth below: o First, all shares properly tendered and not properly withdrawn by any "odd lot holder" (as defined below and excluding shares held indirectly in our 401(k) Plan) who: 1 o tenders all shares owned (beneficially or of record) by the odd lot holder (tenders of less than all the shares owned will not qualify for this preference); and o completes the section entitled "Odd Lots" in the letter of transmittal and, if applicable, in the notice of guaranteed delivery. o Second, after the purchase of all the shares properly tendered by odd lot holders and subject to the conditional tender procedures described under "-- Conditional Tender Procedures," all other shares properly tendered on a pro rata basis with appropriate adjustments to avoid purchases of fractional shares, as described below. As a result, all the shares that you tender in our offer may not be purchased. This may (except for odd lots) occur if we receive more than 500,000 properly tendered shares. As we noted above, we may elect to purchase more than 500,000 shares in our offer, subject to applicable law. If we do so, the preceding provisions will apply to the greater number of shares. Odd Lots. For purposes of our offer, the term "odd lots" means all shares properly tendered before the expiration date and not properly withdrawn by any person, referred to as an "odd lot holder," who owns, beneficially or of record, a total of fewer than 100 shares, not including any shares held indirectly in our 401(k) Plan, and certifies to that fact in the "Odd Lots" box on the letter of transmittal and, if applicable, on the notice of guaranteed delivery. As set forth above, odd lots will be accepted for payment before proration, if any, of the purchase of other tendered shares. To qualify for this preference, an odd lot holder must tender all shares owned, beneficially or of record, by the odd lot holder in accordance with the procedures described under "-- Procedures for Tendering Shares." This preference is not available to partial tenders or to beneficial or record holders of a total of 100 or more shares, even if these holders have separate accounts or certificates representing fewer than 100 shares. Any odd lot holder wishing to tender all its shares pursuant to our offer should complete the section entitled "Odd Lots" in the letter of transmittal and, if applicable, in the notice of guaranteed delivery. Proration. If proration of tendered shares is required, we will determine the proration percentage promptly following the expiration date. Subject to the conditional tender procedures described under "-- Conditional Tender Procedures," proration for each shareholder tendering shares, other than odd lot holders, will be based on the ratio of the number of shares properly tendered and not properly withdrawn by the shareholder to the total number of shares properly tendered and not properly withdrawn by all shareholders other than odd lot holders. Because of the potential difficulty in determining the number of shares properly tendered and not properly withdrawn, including shares tendered by guaranteed delivery procedures as described under "-- Procedures for Tendering Shares," and because of the odd lot procedures described above and the conditional tender procedures described under "-- Conditional Tender Procedures," we do not expect that we will be able to announce the final proration percentage or commence payment for any shares purchased under our offer until three to five business days after the expiration date. The preliminary results of any proration will be announced by press release as soon as practicable after the expiration date. Shareholders may obtain preliminary proration information from the Dealer Manager/Information Agent and may be able to obtain this information from their brokers. If the proration results are available prior to five business days, those results will be announced and payments will be completed prior to such designated time. Despite any proration, we will commence payment for tendered shares promptly after the expiration date. As described under "-- Federal Income Tax Consequences," the number of shares that we will purchase from a shareholder under our offer may affect the United States federal income tax consequences to that shareholder and, therefore, may be relevant to a shareholder's decision whether or not to tender shares. The letter of transmittal affords each shareholder the opportunity to designate the order of priority in which shares are to be purchased in the event of proration, should a shareholder decide to do so for federal income tax reasons. In addition, shareholders 2 may choose to submit a "conditional tender" under the procedures discussed under "-- Conditional Tender Procedures," in order to structure their tender for federal income tax reasons. 2. Purposes of and Reasons for the Offer. We believe that the tender offer provides enhanced liquidity for our shareholders and is an attractive use of a portion of our available capital. o This tender offer provides enhanced liquidity to our shareholders by giving them an opportunity to sell all or a portion of their shares. Although our shares are quoted on the NASDAQ National Market, our daily trading volume is relatively low compared to many public companies with greater market capitalizations. This tender offer provides an opportunity for our shareholders to sell shares directly to us without negatively impacting the market for our stock. o Increased liquidity provided by this tender offer is important because, as of the date of this Offer to Purchase, it is likely our stock will be removed from the Russell 3000 Index. The Frank Russell Company is scheduled to reconstitute that index on June 25, 2004 based on company market capitalizations. Removal from the Russell 3000 Index will result in sales of our common stock by mutual funds which are indexed to the Russell 3000 Index. o We believe that this offer is beneficial to us and our shareholders because the reduction in the number of shares outstanding should result in an increase of earnings per share and return on equity and thereby increasing shareholder value. Consistent with this belief, we have purchased shares of our common stock in the open market and in negotiated transactions over the past few years. From January 1 through June 15, 2004 we repurchased an aggregate of 106,700 of our common shares. In 2003, we repurchased an aggregate of 176,100 shares of our common stock. These repurchases were limited by trading volumes in our stock and regulatory guidelines as to the number of shares that we can repurchase on any give day. These limitations do not apply to this tender offer. We therefore believe that this tender offer will allow us to purchase a greater number of shares in a shorter time period than we could purchase in the open market. In addition, we believe the offer may be attractive from the perspective of our shareholders, for the following reasons: o The offer also provides shareholders who are considering a sale of all or a portion of their shares the opportunity to sell their shares pursuant to the offer for cash without the usual transaction costs associated with market sales. o Any odd lot holders whose shares are purchased pursuant to the offer not only will avoid the payment of brokerage commissions for their sale of shares directly to us, but also will avoid any applicable odd lot discounts payable on sales of odd lots. o To the extent the purchase of shares in the offer results in a reduction in the number of shareholders of record, the costs to us for services to shareholders will be reduced. o The offer allows shareholders to sell a portion of their shares while retaining a continuing equity interest in Firstbank Corporation. Shareholders who determine not to accept the offer will increase their proportionate interest in Firstbank Corporation's equity, and thus in our future earnings and assets, subject to Firstbank Corporation's right to issue additional shares and other equity securities in the future. Our capital exceeds applicable regulatory standards and what we believe is necessary for our current expected growth. We believe that the tender offer is a desirable way to return excess capital to our shareholders. Following the purchase of the shares, we believe funds provided by earnings, combined with other sources of liquidity, will be fully adequate to meet our funding needs for the foreseeable future. Upon completion of the offer, we expect that we will continue to meet or exceed all minimum regulatory capital requirements. Effects of the Offer. As we described above, this offer will reduce the number of our issued and outstanding 3 shares of common stock. Accordingly, if you do not tender, your percentage ownership interest in us after the offer will be greater than your percentage ownership interest before the offer. For shareholders who do not tender, there is no assurance that the price of the stock will not trade below the price being offered pursuant to the offer. For shareholders who do tender, there is a risk that the trading price of stock may increase as a result of the offer or for other reasons including the possibility that an unexpected acquisition of us at a premium could be attempted or occur in the future. Of course, we may issue additional common shares at any time, and these issuances will reduce your percentage ownership interest. As we discuss below, we also may purchase more of our stock, which would have the effect of increasing your percentage ownership interest. You may be able to sell shares that you do not tender or that are otherwise not purchased in our offer on the NASDAQ or otherwise. However, we cannot predict or assure you of the price at which you will be able to sell your shares, which may be higher or lower than the purchase price paid by us in this offer. Upon completion of this tender offer, we may, however, continue to purchase our shares in the future through purchases in the open market, private transactions or other tender offers or through any other means. Future purchases may be on terms that are more or less favorable to shareholders than this offer. However, SEC Rule 13e-4 generally prohibits us and our affiliates from purchasing any shares outside of our offer until ten business days after the expiration date of our offer. Any future purchases will depend on many factors, which include market conditions and the condition of our business. Shares that we acquire in our offer will become authorized but unissued shares, and will be available for us to issue without further shareholder action (except as required by applicable law or the rules of the NASDAQ or any securities exchange on which the shares are listed) for purposes including, without limitation, acquisitions, raising additional capital and the satisfaction of obligations under existing or future employee benefit or compensation programs or stock plans or compensation programs for Directors. Neither we nor our Board of Directors, nor the Dealer Manager/Information Agent make any recommendation to any shareholder as to whether to tender or not tender any shares. We have not authorized any person to make any such recommendation. Shareholders should carefully evaluate all information in our offer, consult their own investment and tax advisors, and make their own decisions about whether to tender shares and, if so, how many shares to tender. Other Transactions. Except as described in this document, we currently have no plans, proposals or negotiations that relate to or would result in: o an extraordinary transaction, such as a merger, reorganization or liquidation, involving us or any of our subsidiaries, o a purchase, sale or transfer of an amount of our assets or any of our subsidiaries' assets that would be material to us and our subsidiaries taken as a whole, o a material change in our present dividend rate or policy, or in our indebtedness or capitalization, o any class of our equity securities ceasing to be authorized to be quoted in the NASDAQ Automated Quotation System, o termination of the registration of any class of our equity securities under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), o a suspension of our obligation to file periodic and other reports under the Exchange Act, o a change in our present Board of Directors or management, o a material change in our corporate structure or business, o an acquisition or disposition by any person of our securities, or 4 o a change in our articles of incorporation, by-laws or other governing documents or an action that could impede the acquisition of control of us. Although we do not currently have any plans, other than as described in this document, that relate to or would result in any of the events discussed above, as we continue to evaluate opportunities for increasing shareholder value we may undertake or plan actions that relate to or could result in one or more of these events. 3. Procedures for Tendering Shares. Proper Tender of Shares. For your shares to be properly tendered, either (1) or (2) below must happen: (1) The depositary must receive all of the following before or on the expiration date at the depositary's address on the back page of this document: o either (a) the certificates for the shares or (b) a confirmation of receipt of the shares pursuant to the procedure for book-entry transfer we describe below; and o any of (a) a properly completed and executed letter of transmittal or a manually executed facsimile of it, including any required signature guarantees, (b) an "agent's message" of the type we describe below in the case of a book-entry transfer or (c) a specific acknowledgment in the case of a tender through the "automatic tender offer program" we describe below, and o any other documents required by the letter of transmittal. (2) You must comply with the guaranteed delivery procedure set forth below. In addition, odd lot holders who tender all shares must complete the section captioned "Odd Lots" in the letter of transmittal and, if applicable, in the notice of guaranteed delivery, to qualify for the preferential treatment available to odd lot holders as set forth in "-- Number of Shares; Price; Priority of Purchase." If you tender your shares directly to the depositary, you will not need to pay any brokerage commissions. If you hold shares through a broker or bank, however, you should ask your broker or bank to see if you will be charged a fee to tender your shares through the broker or bank. Dividend Reinvestment Plan. If you wish to tender shares held in book-entry form under our Dividend Reinvestment Plan, you must complete the box "Tender of Shares Held In the Dividend Reinvestment Plan" or the letter of transmittal and submit the letter of transmittal to the depositary. This procedure applies to all shares held in the Dividend Reinvestment Plan, including shares held in your name in book-entry form, shares you received upon reinvestment of dividends, and, if you are an employee of Firstbank Corporation, shares purchased with funds you contributed to our Employee Stock Purchase Plan. Firstbank Corporation 401(k) Plan. Participants in our 401(k) Plan are not eligible to tender shares they hold indirectly in the Firstbank Corporation Stock Fund in our 401(k) Plan. Endorsements and Signature Guarantees. Depending on how your shares are registered and to whom you want payments or deliveries made, you may need to have your certificates endorsed and the signatures on the letter of transmittal and endorsement guaranteed by an "eligible guarantor institution," as such term is defined in Rule 17Ad-15 under the Exchange Act. No endorsement or signature guarantee is required if: o the letter of transmittal is signed by the registered holder of the shares tendered (which includes any participant in The Depository Trust Company, referred to as the "book-entry transfer facility", whose name appears on a security position listing as the owner of the shares) exactly as the name of the registered holder appears on the certificate(s) for the shares and payment and delivery are to be made directly to the holder, unless the holder has completed either the box captioned "Special Payment Instructions" or the box captioned "Special Delivery Instructions" on the letter of transmittal; or 5 o shares are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity that is an eligible guarantor institution. See Instruction 1 of the letter of transmittal. On the other hand, if a certificate for shares is registered in the name of a person other than the person executing a letter of transmittal or you are completing either the box captioned "Special Delivery Instructions" or the box captioned "Special Payment Instructions" on the letter of transmittal, then o your certificates must be endorsed or accompanied by an appropriate stock power, in either case signed exactly as the name of the registered holder appears on the certificates, and o the signature on (1) the letter of transmittal and (2) on your certificates or stock power must be guaranteed by an eligible guarantor institution. Method of Delivery. Payment for shares tendered and accepted for payment under our offer will be made only after timely receipt by the depositary of all of the following: o certificates for such shares or a timely confirmation of the book-entry transfer of such shares into the depositary's account at the book-entry transfer facility as described below; o any of a properly completed and duly executed letter of transmittal or a manually signed facsimile thereof, an agent's message in the case of a book-entry transfer or the specific acknowledgment in the case of a tender through the automated tender offer program; and o any other documents required by the letter of transmittal. The method of delivering all documents, including certificates for shares, the letter of transmittal and any other required documents, is at your election and risk. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. All deliveries in connection with our offer, including a letter of transmittal, and certificates for shares, must be made to the depositary and not to us or the Dealer Manager/Information Agent. Any documents delivered to us or the Dealer Manager/Information Agent will not be forwarded to the depositary and therefore will not be deemed to be properly tendered. In all cases, sufficient time should be allowed to ensure timely delivery. Book-Entry Delivery. The depositary will establish an account with respect to the shares for purposes of our offer at the book-entry transfer facility within two business days after the date of this document. Any institution that is a participant in the book-entry transfer facility's system may make book- entry delivery of the shares by causing the book-entry transfer facility to transfer shares into the depositary's account in accordance with the book-entry transfer facility's procedures for transfer. Even if delivery of shares is made through a book-entry transfer into the depositary's account at the book-entry transfer facility, either (1) or (2) below must occur: (1) The depositary must receive all of the following before or on the expiration date at the depositary's address on the back page of this document: o Any one of (a) a properly completed and executed letter of transmittal or a manually executed facsimile of it, including any required signature guarantees, (b) an agent's message as described below in the case of a book-entry transfer or (c) a specific acknowledgment in the case of a tender through the automated tender offer program, and o Any other documents required by the letter of transmittal; or 6 (2) The guaranteed delivery procedure described below must be followed. Delivery of the letter of transmittal or any other required documents to the book-entry transfer facility does not constitute delivery to the depositary. The term "agent's message" means a message transmitted by the book-entry transfer facility to, and received by, the depositary, which states that the book-entry transfer facility has received an express acknowledgment from the participant in the book-entry transfer facility tendering the shares that such participant has received and agrees to be bound by the terms of the letter of transmittal and that we may enforce such agreement against them. Participants in the book-entry transfer facility also may tender their shares in accordance with the "automated tender offer program" to the extent it is available to them for the shares they wish to tender. A shareholder tendering through the automated tender offer program must expressly acknowledge that the shareholder has received and agrees to be bound by the letter of transmittal and that we may enforce such agreement against them. Guaranteed Delivery. If you want to tender your shares but your share certificates are not immediately available or cannot be delivered to the depositary before the expiration date, or if time will not permit all required documents to reach the depositary before the expiration date, you can still tender your shares, if all of the following conditions are satisfied: o the tender is made by or through an eligible guarantor institution; o the depositary receives by hand, mail, overnight courier or facsimile transmission, before the expiration date, a properly completed and duly executed notice of guaranteed delivery in the form we have provided with this document, including (where required) a signature guarantee by an eligible guarantor institution in the form set forth in the notice of guaranteed delivery; and o all of the following are received by the depositary within three NASDAQ trading days after the date of receipt by the depositary of the notice of guaranteed delivery: o the certificates for the shares, and o a properly completed and executed letter of transmittal or a manually executed facsimile of it, including any required signature guarantees, and o any other documents required by the letter of transmittal. Stock Option Plans. We are not offering, as part of the offer, to purchase any of the options outstanding under our Stock Option and Restricted Stock Plan of 1993 or under our Stock Option and Restricted Stock Plan of 1997 and tenders of such options will not be accepted. In no event are any options to be delivered to the depositary in connection with a tender of shares hereunder. An exercise of an option cannot be revoked even if shares received upon the exercise thereof and tendered in the offer are not purchased in the offer for any reason. Determination of Validity; Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects. All questions as to the number of shares to be accepted, the price to be paid for shares to be accepted and the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of shares will be determined by us, in our sole discretion, and our determination will be final and binding on all parties. We reserve the absolute right to reject any or all tenders of any shares that we determine are not in proper form or the acceptance for payment of or payment for which we determine may be unlawful. We also reserve the absolute right to waive any of the conditions of our offer or any defect or irregularity in any tender with respect to any particular shares or any particular shareholder and our interpretation of the terms of our offer will be final and binding on all parties. No tender of shares will be deemed to have been properly made until all defects or irregularities have been cured by the tendering shareholder or waived by us. Unless waived, any defects and irregularities in connection with tenders must be cured within the time period, if any, we determine. Neither we, nor any of the depositary, the Dealer Manager/Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any tender or incur any liability for failure to give any such notification. 7 Your Representation and Warranty; Our Acceptance Constitutes an Agreement. A tender of shares under any of the procedures described above will constitute your acceptance of the terms and conditions of our offer, as well as your representation and warranty to us that: o you have a "net long position" in the shares or equivalent securities at least equal to the shares tendered within the meaning of Rule 14e-4 promulgated by the SEC under the Exchange Act, and o the tender of shares complies with Rule 14e-4. It is a violation of Rule 14e-4 for a person, directly or indirectly, to tender shares for that person's own account unless, at the time of tender and at the end of the proration period, the person so tendering o has a net long position equal to or greater than the amount tendered in the subject securities or securities immediately convertible into, or exchangeable or exercisable for, the subject securities, and o will deliver or cause to be delivered the shares in accordance with the terms of the tender offer. Rule 14e-4 provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person. Our acceptance for payment of shares tendered under our offer will constitute a binding agreement between you and us upon the terms and conditions of our offer described in this and related documents. Return of Unpurchased Shares. If any tendered shares are not purchased or are properly withdrawn, or if less than all shares evidenced by a shareholder's certificates are tendered, certificates for unpurchased shares will be returned promptly after the expiration or termination of our offer or the proper withdrawal of the shares, as applicable. Shares will be returned without expense to the shareholder. Federal Backup Withholding Tax. Under the United States federal backup withholding tax rules, 30% of the gross proceeds payable to a shareholder or other payee in the tender offer must be withheld and remitted to the United States Treasury, unless the shareholder or other payee provides such person's taxpayer identification number (employer identification number or social security number) to the depositary and certifies under penalties of perjury that such number is correct or otherwise establishes an exemption. If the depositary is not provided with the correct taxpayer identification number or another adequate basis for exemption, the holder may be subject to certain penalties imposed by the Internal Revenue Service. Therefore, each tendering shareholder should complete and sign the substitute Form W-9 included as part of the letter of transmittal in order to provide the information and certification necessary to avoid backup withholding, unless such shareholder otherwise establishes to the satisfaction of the depositary that the shareholder is not subject to backup withholding. Certain shareholders (including, among others, all corporations and certain foreign shareholders (in addition to foreign corporations)) are not subject to these backup withholding rules. In order for a foreign shareholder to qualify as an exempt recipient, that shareholder must submit an IRS Form W-8 or a Substitute Form W-8, signed under penalties of perjury, attesting to that shareholder's exempt status. The applicable form can be obtained from the depositary. See Instruction 12 of the letter of transmittal. To prevent federal backup withholding tax equal to 30% of the gross payments made to shareholders for shares purchased under our offer, each shareholder who does not otherwise establish an exemption from such withholding must provide the depositary with the shareholder's correct taxpayer identification number and provide other information by completing the Substitute Form W-9 included with the letter of transmittal. For a discussion of United States federal income tax consequences to tendering shareholders, see "-- Federal Income Tax Consequences." Lost or Destroyed Certificates. If your certificate for part or all of your shares has been lost, stolen, misplaced or destroyed, you should contact Registrar and Transfer Company, the transfer agent for our shares, between 8:00 a.m. and 5:00 p.m., New York, New York at (800) 368-5948 for instructions as to obtaining an affidavit of loss. The 8 affidavit of loss will then be required to be submitted together with the letter of transmittal in order to receive payment for shares that are tendered and accepted for payment. A bond may be required to be posted by you to secure against the risk that the certificates may be subsequently recirculated. You are urged to contact Registrar and Transfer Company immediately in order to receive further instructions, to permit timely processing of this documentation and for a determination as to whether you will need to post a bond. Dissenters' Rights. No dissenters' rights are available to shareholders in connection with the offer under applicable Michigan law. 4. Withdrawal Rights. Shares tendered may be withdrawn at any time before the expiration date and, unless accepted for payment by us after the expiration date, may also be withdrawn at any time after 12:00 midnight, Alma, Michigan time, on Friday, August 20, 2004. Except as provided in this Section 4 and under "-- Procedures For Tendering Shares," tenders of shares are irrevocable. For a withdrawal to be effective, a written notice of withdrawal must be timely received by the depositary at its address or facsimile number appearing on the back page of this document. Any notice of withdrawal must specify the name of the tendering shareholder, the number of shares to be withdrawn and the name of the registered holder of the shares. If the certificates for shares to be withdrawn have been delivered or otherwise identified to the depositary, then, before the release of such certificates, the serial numbers shown on such certificates must be submitted to the depositary and the signature(s) on the notice of withdrawal must be guaranteed by an eligible guarantor institution, unless the shares have been tendered for the account of an eligible guarantor institution. All questions as to the form and validity (including the time of receipt) of any notice of withdrawal will be determined by us, and our determination will be final and binding. Neither we, nor any of the depositary, the Dealer Manager/Information Agent or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification. Withdrawals may not be rescinded, and any shares properly withdrawn will thereafter be deemed not properly tendered for purposes of our offer unless the withdrawn shares are properly re-tendered before the expiration date by following one of the procedures described under "-- Procedures for Tendering Shares." If we extend our offer, if we are delayed in our purchase of shares or are unable to purchase shares under our offer for any reason, then, without prejudice to our rights under our offer, the depositary may, subject to applicable law, retain tendered shares on our behalf, and such shares may not be withdrawn except to the extent tendering shareholders are entitled to withdrawal rights as described in this "-- Withdrawal Rights" section of our offer. 5. Purchase of Shares and Payment of Purchase Price. Upon the terms and conditions of our offer, promptly following the expiration date, we will accept for payment and pay for, and thereby purchase, shares properly tendered and not properly withdrawn. For purposes of our offer, we will be deemed to have accepted for payment and therefore purchased shares that are properly tendered and not properly withdrawn, subject to the odd lot priority, conditional tender and proration provisions of our offer, only when, as and if we give oral or written notice to the depositary of our acceptance of the shares for payment. Upon the terms and conditions of our offer, promptly after the expiration date, we will accept for payment and pay the purchase price for 500,000 shares, subject to increase or decrease as provided under "-- Number of Shares; Price; Priority of Purchase," and "-- Extension of Our Offer; Termination; Amendment," if properly tendered and not properly withdrawn, or such lesser number of shares as are properly tendered and not properly withdrawn, at a price of $30.00 per share. We will pay for shares purchased under our offer by depositing the aggregate purchase price for the shares with the depositary, which will act as agent for tendering shareholders for the purpose of receiving payment from us and transmitting payment to the tendering shareholders. 9 In the event of proration, we will determine the proration percentage and pay for those tendered shares accepted for payment promptly after the expiration date. However, we do not expect to be able to announce the final results of any proration or to be able to commence payment for shares purchased until approximately three to five business days after the expiration date. We will not pay interest on the purchase price regardless of any delay in making such payment. In addition, if certain events occur, we may not be obligated to purchase shares in our offer. See the conditions to our offer under "-- Conditions of Our Offer." We will pay all stock transfer taxes, if any, payable on the transfer to us of shares purchased under our offer. If, however, (a) payment of the purchase price is to be made to any person other than the registered holder, (b) shares not tendered or rejected for purchase are to be registered in the name of any person other than the registered holder, or (c) certificates representing tendered shares are registered in the name of any person other than the person signing the letter of transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder, the other person or otherwise), payable on account of the transfer to the other person, will be deducted from the purchase price unless satisfactory evidence of the payment of the stock transfer taxes, or exemption therefrom, is submitted. See Instruction 9 of the letter of transmittal. Any tendering shareholder or other payee who fails to complete fully, sign and return to the depositary the substitute form W-9 included with the letter of transmittal may be subject to federal income backup withholding tax of 30% of the gross proceeds paid to the shareholder or other payee under our offer. See "--Procedures for Tendering Shares." Also see "--Federal Income Tax Consequences" regarding additional United States federal income tax consequences. 6. Conditional Tender Procedures. Under certain circumstances and subject to the exceptions for odd lot holders described under "-- Number of Shares; Price; Priority of Purchase," we may prorate the number of shares purchased pursuant to our offer. As discussed under "-- Federal Income Tax Consequences," the number of shares to be purchased from a particular shareholder may affect the tax treatment of the purchase to the shareholder and the shareholder's decision whether to tender. The conditional tender alternative is made available so that a shareholder may seek to structure the purchase of shares pursuant to our offer in such a manner that the purchase will be treated as a sale of such shares by the shareholder, rather than the payment of a dividend to the shareholder, for federal income tax purposes. Accordingly, a shareholder may tender shares subject to the condition that all or a specified minimum number of the shareholder's shares tendered pursuant to a letter of transmittal or notice of guaranteed delivery must be purchased if any of the shareholder's tendered shares are purchased. If you are an odd lot holder and you tender all of your shares, you cannot conditionally tender, since your shares will not be subject to proration. Each shareholder is urged to consult with his or her own tax advisor. If you wish to make a conditional tender you must indicate this in the box captioned "Conditional Tender" in the letter of transmittal or, if applicable, the notice of guaranteed delivery. In this box in the letter of transmittal or the notice of guaranteed delivery, you must calculate and appropriately indicate the minimum number of shares that must be purchased if any are to be purchased. After our offer expires, if greater than 500,000 shares are properly tendered and not properly withdrawn and we must prorate our acceptance of and payment for tendered shares, we will calculate a preliminary proration percentage based upon all shares properly tendered, conditionally or unconditionally. If the effect of this preliminary proration would be to reduce the number of shares to be purchased from any shareholder below the minimum number specified by that shareholder, the conditional tender will automatically be regarded as withdrawn, unless chosen by lot for reinstatement as discussed in the next paragraph. After giving effect to these withdrawals, we will accept the remaining shares properly tendered, conditionally or unconditionally, on a pro rata basis, if necessary. If we are able to purchase all of the remaining tendered shares and the number that we would purchase would be below 500,000, then, to the extent feasible, we will select enough of the conditional tenders that would otherwise have been deemed withdrawn to permit us to purchase 500,000 shares. In selecting among these conditional tenders, we will select by random lot and will select only from shareholders who tendered all of their shares. Upon selection by lot, if any, we will limit our purchase in each case to the designated minimum number of shares to be purchased. 10 All shares tendered by a shareholder subject to a conditional, tender pursuant to the letter of transmittal or notice of guaranteed delivery, regarded as withdrawn as a result of proration and not eventually purchased will be returned promptly after the expiration date without any expense to the shareholder. 7. Conditions of Our Offer. Offer Subject to Conditions. Notwithstanding any other provision of our offer, we will not be required to accept for purchase or purchase any shares, and we may postpone the acceptance for purchase of, or the purchase of shares tendered, and may cancel, terminate or amend our offer as provided herein if any of the following conditions are not satisfied or waived on or before the expiration date. Avoidance of Rule 13e-3 Transaction Condition. We may amend or terminate the offer, and will not be required to accept for purchase any shares tendered if, in our good faith reasonable judgment, any purchase of shares under the offer could result in the offer being considered a "going private transaction" under Rule 13e-3 of the Securities Exchange Act of 1934, that is, o if our purchase of shares pursuant to this offer would result in our common shares being held of record by fewer than 300 persons; or o if our purchase of shares pursuant to this offer would result in our common shares no longer being authorized for trading on the NASDAQ National Market System. As of June 10, 2004, there were 1,687 record holders of our shares. This condition is a nonwaivable condition to our offer. No Legal Prohibition Condition We will not be obligated to close our offer, if any of the following occur: o there shall have been any action or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or any other person, domestic or foreign, before any court, authority, agency or tribunal that directly or indirectly challenges the making of our offer, the acquisition of some or all of the shares under our offer or otherwise relates in any manner to our offer, including the other conditions to our offer; o there shall have been any action taken or pending, or approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to our offer or to us or any of our subsidiaries, by any court or any authority, agency or tribunal that, in our reasonable judgment, would or might directly or indirectly: o make the acceptance for payment of, or payment for, some or all of the shares illegal or otherwise restrict or prohibit completion of our offer; or o delay or restrict our ability, or render us unable, to accept for payment or pay for some or all of the shares. Material Adverse Change Condition. We will not be obligated to close our offer, if after June 15, 2004, any of the following has occurred: o any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States; o the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States; 11 o the commencement of a war, armed hostilities or other international or national calamity directly or indirectly involving the United States or any of its territories; o any limitation (whether or not mandatory) by any governmental, regulatory or administrative agency or authority on, or adverse change in, the financial or capital markets generally, that, in our reasonable judgment, might affect the extension of credit by banks or other lending institutions in the United States; o any significant decrease in the market price of our common shares or any change in the general political, market, economic or financial conditions in the United States or abroad that could, in our reasonable judgment, have a material adverse effect on our business, operations or prospects or the trading of our common shares; or o any change or changes in the business, financial condition, assets, income, operations, prospects or stock ownership of us or our subsidiaries that, in our reasonable judgment, is or may be material and adverse to us or our subsidiaries. We reserve the right (but are not obligated), subject to the rules and regulations of the SEC, to waive this condition, in whole or in part, on or before the expiration date. All conditions, other than those subject to applicable law, will be satisfied or waived on or before expiration of the offer and not when shares are accepted for payment. Effect of Failing to Satisfy Conditions If any of the conditions have not been satisfied or, if waivable, waived by the expiration date, we may elect either to: o extend the expiration date and our offer and retain all shares tendered until the expiration date of the offer as extended, subject to the right of a tendering shareholder to withdraw his or her shares; o waive the conditions (other than the condition regarding going private and the condition regarding no legal prohibitions), extend our offer for a period of ten business days if our offer is scheduled to expire prior thereto if such waiver constitutes a material change in our offer, and thereafter purchase all properly tendered shares; or o terminate our offer and purchase none of the shares and return all tendered shares. We will not accept for purchase any shares pursuant to our offer until such time as the conditions have been satisfied or waived. 12 8. Price Range of Shares; Dividends. Share Prices. Our common stock trades on the NASDAQ National Market System under the trading symbol "FBMI." The following table sets forth, for the fiscal quarters indicated, the intraday high and low sale prices per share on the NASDAQ and the cash dividends declared per share on our common stock. Prices have been adjusted to reflect stock dividends. Dividend Paid Fiscal Year High ($) Low ($) Per Share ($) ----------- -------- ------- ------------- 2002: 1st Quarter........................... 19.95 17.96 .1632 2nd Quarter........................... 21.77 18.70 .1723 3rd Quarter........................... 22.67 20.41 .1723 4th Quarter........................... 24.20 20.32 .1723 2003: 1st Quarter........................... 28.06 23.90 .1809 2nd Quarter........................... 32.19 27.69 .1905 3rd Quarter........................... 34.52 28.41 .1905 4th Quarter........................... 31.90 29.79 .1905 2004: 1st Quarter........................... 31.23 26.51 .20 2nd Quarter (through June 10, 2004)... 27.59 26.16 .21(1) (1) To be paid June 17, 2004, to shareholders of record as of May 28, 2004. On June 10, 2004, a date close to the date of this document, the closing price of our common stock on the NASDAQ was $27.08. We urge you to obtain more current market quotations for our common stock. For trading information, you may call Howe Barnes Investments, Inc. toll free at (800) 929-4693. 9. Source and Amount of Funds. Assuming that 500,000 shares are tendered in the offer, the aggregate purchase price paid by us will be $15,000,000. We expect that our fees and expenses for the offer will total approximately $125,000. We anticipate that the funds necessary to purchase shares tendered in our offer, as well as to pay related fees and expenses, will be obtained by borrowing under our $25 million line of credit with LaSalle Bank, Chicago, Illinois. Under this line of credit, we may choose a variable interest rate of either LaSalle Bank's prime commercial borrowing rate, or LIBOR plus 2.25%. As of June 15, 2004, we had no outstanding borrowings under this line of credit. The loan agreements governing this line of credit contain covenants customary for loan agreements of this type. We are in compliance with all covenants related to the line of credit as of the date hereof. The collateral for this line of credit consists of all outstanding capital stock of Firstbank - Alma, Firstbank (Mt. Pleasant) and Firstbank - West Branch. We intend to repay borrowings made to finance the purchase of shares purchased in the tender offer using cash from our consolidated operations. We believe that the borrowings under the line of credit will be sufficient to purchase shares tendered in the offer and we have no alternative financing plans. The tender offer is not subject to the receipt of financing. 13 10. Information About Us. We are a bank holding company. We hold all of the outstanding stock of Firstbank--Alma, Firstbank (Mount Pleasant), Firstbank--West Branch, Firstbank--Lakeview, Firstbank--St. John's, and Gladwin Land Company, Inc. (a real estate appraisal company). We conduct general commercial banking through our 5 locations, all of which are full service, community banks offering all customary banking services. Those services include the acceptance of checking, savings and time deposits, and the making of commercial, mortgage (principally single family), home improvements, automobile, and other consumer loans. We offer trust services to our customers through Citizens Bank Wealth Management in the Firstbank--Alma main office. We are located at 311 Woodworth Avenue, P.O. Box 1029, Alma, Michigan 48801 and our telephone number is (989) 463-3131. Summary Financial Information. The following summary unaudited historical consolidated financial data has been derived from our consolidated financial statements. The data should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2003 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004. Copies of these reports may be obtained as described below in this Section 10 under "Additional Information". The income statement data for the three months ended March 31, 2004 and the balance sheet data as of March 31, 2004 have been derived from our condensed consolidated financial statements which, in the opinion of management, include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and results of operations for such period. The following summary also includes unaudited pro forma financial data for the same periods, giving effect to the tender offer for the purchase of 500,000 shares at $30.00 per share. The pro forma financial information is intended for informational purposes only and does not purport to be indicative of the results that would actually have been obtained if the tender offer had been completed at the date indicated or that may be obtained in the future. 14 FIRSTBANK CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except per share data)
Historical as of Pro Forma as of March 31, 2004 March 31, 2004 -------------- -------------- (unaudited) (unaudited) ASSETS Cash and due from banks............................................ $ 21,579 $ 21,579 Short term investments............................................. 11,858 11,858 --------- --------- Total cash and cash equivalents............................... 33,437 33,437 Securities available for sale...................................... 64,122 64,122 Federal Home Loan Bank stock....................................... 5,184 5,184 Loans held for sale................................................ 2,672 2,672 Loans, net of allowance of loan losses of $11,292.................. 627,409 627,409 Premises and equipment, net........................................ 17,931 17,931 Acquisition goodwill............................................... 4,880 4,880 Other intangibles.................................................. 2,622 2,622 Accrued interest receivables and other assets...................... 13,770 13,770 --------- --------- TOTAL ASSETS.................................................. $ 772,027 $ 772,027 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES Deposits: Non-interest bearing accounts................................. $ 91,110 $ 91,110 Interest bearing accounts: Demand................................................... 189,767 189,767 Savings.................................................. 99,877 99,877 Time..................................................... 195,850 195,850 --------- --------- Total deposits................................................ 576,604 576,604 Securities sold under agreements to repurchase and overnight borrowings...................................... 27,386 27,386 Federal Home Loan Bank advances.................................... 72,612 72,612 Notes Payable...................................................... 115 15,115 Accrued interest and other liabilities............................. 10,072 10,072 --------- --------- Total Liabilities............................................. 686,789 701,789 SHAREHOLDERS' EQUITY Preferred stock; no par value, 300,000 shares authorized, None issued Common stock, 10,000,000 shares authorized; 5,589,389 shares issued and outstanding as of March 31, 2004......... 73,535 58,535 Retained earnings............................................. 10,749 10,749 Accumulated other comprehensive income........................ 954 954 --------- --------- Total Shareholders' Equity............................... 85,238 70,238 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY............... $ 772,027 $ 772,027 ========= ========= Selected data and ratios: Total shares outstanding........................................... 5,589,389 5,089,389 Book value per share............................................... $ 15.22 $ 12.25 Tangible book value per share...................................... $ 13.91 $ 10.91 Tier 1 leverage ratio.............................................. 9.85% 7.70% Tier 1 risk-based capital ratio.................................... 12.42% 9.71% Total risk-based capital ratio..................................... 13.67% 10.96%
15 FIRSTBANK CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME March 31, 2004 (Dollars in thousands, except per share data)
Historical Pro Forma Three Months Three Months Ended Ended March 31, 2004 March 31, 2004 -------------- -------------- (unaudited) (unaudited) Interest Income: Interest and fees on loans........................ $ 10,180 $ 10,180 Securities Taxable........................................ 383 383 Exempt from Federal Income Tax................. 242 242 Short term investments............................ 24 24 --------- --------- Total Interest Income...................... 10,829 10,829 Interest Expense: Deposits.......................................... 1,786 1,786 FHLB advances and other........................... 1,030 1,179 --------- --------- Total Interest Expense..................... 2,816 2,965 Net Interest Income........................ 8,013 7,864 Provision for loan losses......................... (191) (191) --------- --------- Net Interest Income after provision for loan ..... 8,204 8,055 Noninterest Income: Gain on sale of mortgage loans.................... 784 784 Service charges on deposit accounts............... 649 649 Gain (loss) on sale of securities................. 0 0 Mortgage servicing, net of amortization........... (20) (20) Other............................................. 952 952 --------- --------- Total Noninterest Income................... 2,365 2,365 Noninterest Expense: Salaries and employee benefits.................... 3,941 3,941 Occupancy and equipment........................... 969 969 Amortization of intangibles....................... 76 76 FDIC insurance premium............................ 22 22 Michigan single business tax...................... 21 21 Other............................................. 1,574 1,574 --------- --------- Total Noninterest Expense.................. 6,603 6,603 Income before federal income taxes................... 3,966 3,817 Federal income taxes................................. 1,285 1,234 --------- --------- NET INCOME........................................... $ 2,681 $ 2,583 --------- --------- Comprehensive Income.............................. $ 2,669 $ 2,571 --------- --------- Basic Earnings Per Share.......................... $ 0.48 $ 0.53 --------- --------- Diluted Earnings Per Share........................ $ 0.47 $ 0.51 --------- --------- Selected data: Return on equity.................................. 12.71% 14.79%
16 Notes to Unaudited Pro Forma Financial Information (1) The balance sheet data gives effect to the purchase of 500,000 shares as of the balance sheet date. The income statement data gives effect to the purchase of 500,000 shares as of the beginning of the period presented. (2) No effect has been given to the cost incurred in connection with this offer. These costs are not expected to be material. (3) The pro forma information assumes that we would have used our line of credit to finance the stock purchase and assumes the related impact on interest expense. Additional Information. We are subject to the information and reporting requirements of the Securities Exchange Act, and in accordance with such laws we file with the SEC periodic reports, proxy statements and other information relating to our business, financial condition and other matters. We are required to disclose in these proxy statements filed with the SEC certain information, as of particular dates, concerning our directors and executive officers, their compensation, stock options granted to them, the principal holders of our securities and any material interest of such persons in transactions with us. We have also filed with the SEC an Issuer Tender Offer Statement on Schedule TO, which includes additional information with respect to our offer. You may read and copy the reports, statements and other information (including any exhibits, amendments or supplements to such documents) we file with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a web site on the Internet at http://www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. Our website on the Internet is at http://www.firstbank-corp.com. You can also access our Issuer Tender Offer Statement on Schedule TO, and other documents we file with the SEC, on our website. Incorporation by Reference. The rules of the SEC allow us to "incorporate by reference" information into this document, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. These documents, which are incorporated by reference, contain important information about us.
SEC Filings Date Filed - ----------- ---------- Annual Report on Form 10-K for year ended December 31, 2003...................... March 16, 2004 Proxy Statement for 2004 Annual Meeting of Shareholders......................... March 16, 2004 Quarterly Report on Form 10-Q for quarter ended March 31, 2004................... May 7, 2004
You can obtain any of the documents incorporated by reference in this document from us without charge, excluding any exhibits to those documents, by requesting them in writing or by telephone from us at 311 Woodworth Ave, Alma, Michigan 48801, telephone: (989) 463-3131. Please be sure to include your complete name and address in your request. If you request any incorporated documents, we will mail them to you by first class mail, or another equally prompt means, within one business day after we receive your request. In addition, you can obtain copies of these documents from the SEC's website. Such documents may also be inspected at the SEC's Public Reference Room described above. 11. Information About Our Shares; Interest of Directors, Executive Officers and Certain Shareholders; Transactions and Arrangements Concerning Shares. Shares Outstanding. As of June 10, 2004, we had 5,597,205 issued and outstanding common shares. The 500,000 shares that we are offering to purchase represent approximately 8.9% of our issued and outstanding common shares as of June 10, 2004. Assuming that we purchase all 500,000 shares that we are offering to purchase, the number of our issued and outstanding shares would be reduced to 5,097,205 immediately after the offer. 17 Interest of Directors, Executive Officers. Our proxy statement for our 2004 annual shareholders meeting contains information about our directors and executive officers, including information relating to stock ownership, and agreements concerning our securities, including stock option grants. This proxy statement is incorporated by reference into this document. The following table shows certain information concerning the number of shares of Common Stock held by the only shareholder who is known to our management to be the beneficial owner of more than five percent of our outstanding shares of common stock as of June 10, 2004.
Amount and Nature of Beneficial Ownership(1) Name and Address Sole Voting and Shared Voting or Total Beneficial Total Percent of Beneficial Owner Investment Power Investment Power(2)(3) Ownership of Class - -------------------- ----------------- ---------------------- --------- -------- Firstbank Corporation 0 320,452 320,452(3) 5.7% 401(k) Plan 311 Woodworth Avenue Alma, Michigan 48801
The following table shows certain information concerning our shares beneficially owned by each of our directors, executive officers and by all directors and executive officers as a group as of June 10, 2004.
Amount and Nature of Beneficial Ownership (1) -------------------------------------------------------------------------------- Sole and Voting Shared Voting and Investment or Investment Total Beneficial Percent of Name of Beneficial Owner Power Power (2) Ownership Class - ------------------------ -------------------- ----------------- ----------------------- ------------- William L. Benear ............................. 17,132 (4)(5) 0 17,132 (4)(5) * Duane A. Carr ................................. 0 17,348 17,348 * David W. Fultz ................................ 0 500 500 (2) * William E. Goggin ............................. 12,817 1,761 14,578 (2) * Edward B. Grant ............................... 0 8,039 8,039 (2) * David L. Miller ............................... 8,283 (4)(5) 0 8,283 (4)(5) * Dale A. Peters ................................ 14,640 (4)(5) 9,276 23,916 (2)(4)(5) * David D. Roslund .............................. 2,828 601 3,429 (2) * James M. Taylor ............................... 8,569 (4)(5) 3,844 12,413 (2)(5)(5) * Samuel A. Smith ............................... 1,152 3,547 4,699 (2) * Samuel G. Stone ............................... 12,542 (4)(5) 0 12,542 (4)(5) * Thomas R. Sullivan ............................ 37,734 (4)(5) 0 37,734 (4)(5) * James E. Wheeler II ........................... 15,438 (4)(5) 15,407 30,845 (2)(4)(5) * All Directors and Executive Officers as a Group (13 Persons) .................... 131,135 60,323 191,458 3.9%
* Represents less than 1 percent of the outstanding shares. (1) The numbers of shares stated are based on information furnished by each person listed and includes shares 18 personally owned of record by that person and shares which under applicable regulations are deemed to be otherwise beneficially owned by that person. Under these regulations a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power or investment power with respect to the security. Voting power includes the power to vote or to direct the voting of the security. Investment power includes the power to dispose or to direct the disposition of the security. A person will also be considered the beneficial owner of a security if the person has a right to acquire beneficial ownership of the security within 60 days. (2) Includes shares as to which the indicated person is legally entitled to share voting or investment power by reason of joint ownership, trust, or other contract or property right and shares held by spouses and children over whom the indicated person may have substantial influence by reason of the relationship. (3) ABN AMRO Trust Services Company serves as the trustee of the 401(k) plan. The trustee has voting and limited investment power over shares, if any, held by the 401(k) trust, which have not been allocated to individual accounts and limited investment power over shares which have been allocated to individual accounts. David L. Miller, an officer of the Corporation, is the plan administrator and directs the trustee as to the voting of the shares held by the 401(k) trust that have not been allocated to an individual account, if any. The plan administrator disclaims beneficial ownership of shares held by the 401(k) (except shares allocated to his individual account under the 401(k)) and 401(k) shares that are not reported as beneficially owned by the administrator, unless the shares have been allocated to his individual account under the 401(k). At the November 2002 Board of Directors meeting, the Directors approved terminating the ESOP provisions of the 401(k) plan. The ESOP, invested entirely in Firstbank Corporation stock, restricted the participant's ability to diversify. During March 2003, each participant was given various options to roll-over their ESOP balance to a qualified plan, including Firstbank Corporation 401(k), or take a distribution. At that time, participants that rolled their balances into the Firstbank Corporation 401(k) plan made new investment elections. (4) Includes shares allocated to individual accounts under the 401(k). (5) Shares that may be acquired pursuant to stock options that are exercisable within 60 days are included in the table. The number of shares subject to such options for Mr. Benear is 15,698 shares; Mr. Miller is 6,299 shares; Mr. Peters is 14,640 shares; Mr. Stone is 8,147 shares; Mr. Sullivan is 10,264 shares; Mr. Taylor is 6,837 shares; and Mr. Wheeler is 11,236 shares. Transactions and Arrangements Concerning Shares. Based on our records and information provided to us by our Directors, executive officers, associates and subsidiaries, neither we, nor any of our associates or subsidiaries, nor, to the best of our knowledge, any of our Directors or executive officers or any associates or subsidiaries thereof, have effected any transactions in our shares during the 60 days before May 31, 2004, except customary and ongoing purchases of shares through reinvestment of dividends under our Dividend Reinvestment Plan, employee purchases of shares from us under our Employee Stock Purchase Plan and 401(k) Plan, stock option exercises, pursuant to previous elections made by those directors. We expect purchases under our Dividend Reinvestment Plan, Employee Stock Purchase Plan and 401(k) Plan to continue, based on elections in effect and present patterns, prior to the expiration of our offer. Our executive officers have been awarded options to acquire our common shares under our stock option plans. Our directors each receive an annual grant of 400 shares of our common stock as part of their compensation. The Board Chairman receives an additional grant of 100 shares. Except as otherwise described in this document, and except for customary margin accounts maintained at a broker by some of our Directors and executive officers, neither we nor, to the best of our knowledge, any of our affiliates, Directors or executive officers, is a party to any agreement, arrangement or understanding with any other person relating, directly or indirectly, to the tender offer or with respect to any of our securities, including, but not limited to, any agreement, arrangement or understanding concerning the transfer or the voting of our securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss or the giving or 19 withholding of proxies, consents or authorizations. One of our officers has indicated to us that he may tender approximately 3,000 shares pursuant to this offer. However, he has not committed to the offer and is not obligated to participate in the offer. Recent Transactions. We have purchased a total of 11,300 shares of our common stock in market transactions on NASDAQ during the 60 days preceding June 15, 2004, as described in the following chart: Transaction Date Number of Shares Price Per Share ---------------- ---------------- --------------- April 29, 2004 1,500 $ 27.13 May 3, 2004 500 $ 26.71 May 6, 2004 1,500 $ 26.74 May 10, 2004 1,500 $ 26.84 May 11, 2004 400 $ 26.86 May 12, 2004 1,500 $ 26.97 May 13, 2004 600 $ 27.10 May 17, 2004 800 $ 26.93 May 18, 2004 1,500 $ 26.97 May 19, 2004 1,500 $ 26.81 In addition, certain of our directors have received or sold shares of our common stock during the 60 days preceding June 15, 2004. On May 7, 2004, Firstbank Corporation issued shares to the following individuals as compensation for serving as a director of Firstbank Corporation and, in certain cases, for also serving as a director of a subsidiary: 500 shares to Mr. Carr, 500 shares to Mr. Fultz, 500 shares to Mr. Goggin, 400 shares to Mr. Grant, 400 shares to Mr. Roslund, and 500 shares to Mr. Smith. On May 7, 2004, Mr. Smith purchased 44 shares from Firstbank Corporation for $27.13 per share. On May 25, 2004, Firstbank issued shares to the following directors for serving as directors of subsidiaries: 200 shares to Mr. Grant, 200 shares to Mr. Goggin and 100 shares to Mr. Roslund. On May 7, 2004, the closing price per share on the NASDAQ National Market was $26.82 and on May 25 the closing price was $26.69. On June 8, 2004, Mr. Fultz sold 2,865 shares in the NASDAQ National Market for $27.00 per share. 12. Effects of Our Offer on the Market for Our Shares; Registration Under The Exchange Act. As of June 10, 2004, there were 5,597,205 shares of our common stock outstanding. The purchase of shares pursuant to our offer will reduce the number of shares that might otherwise trade publicly and may reduce the number of holders of our common stock. Nonetheless, we believe that there will still be a sufficient number of shares outstanding and publicly traded following our offer to ensure a continued trading market in the shares. Based on the published guidelines of the NASDAQ National Market System, we believe that, following our purchase of shares pursuant to this offer, our remaining shares of common stock will continue to qualify to be quoted on the NASDAQ National Market System. We have conditioned our offer so that we may cancel the offer, and not purchase any shares, if following the offer our common stock would not qualify to be quoted on the NASDAQ National Market System. Our common stock is registered under the Securities Exchange Act of 1934, which requires, among other things, that we furnish certain information to our shareholders and to the Securities and Exchange Commission and comply with the Securities and Exchange Commission's proxy rules in connection with meetings of our shareholders. We believe that our purchase of shares pursuant to our offer will not result in the shares becoming eligible for deregistration or not subject to the reporting obligations under the Securities Exchange Act of 1934. We have conditioned our offer so that we may cancel the offer, and not purchase any shares, if the offer would result in common shares being held of record by fewer than 300 persons. As of June 10, 2004, there were 1,687 holders of record of our common shares. Our shares are now "margin securities" under the rules of the Federal Reserve Board. This has the effect, among other things, of allowing brokers to extend credit to their customers using such shares as collateral. We believe that, following the purchase of shares under our offer, our shares will continue to be "margin securities" for purposes of 20 the Federal Reserve Board's margin rules and regulations. The Bank Holding Company Act and the Change in Bank Control Act each set forth thresholds with respect to the ownership of voting shares of a bank holding company of 5% to 10%, respectively, over which the owner of such voting shares may be determined to control such bank holding company. If, as a result of the offer, the ownership interest of any shareholder of ours is increased over these thresholds, such shareholder may be required to reduce its ownership interest in us or file a notice with regulators. Each shareholder whose ownership interest may be so increased is urged to consult the shareholder's own legal counsel with respect to the consequences to the shareholder of the offer. 13. Legal Matters; Regulatory Approvals. Except as otherwise described in this document, we are not aware of any license or regulatory permit material to our business that would be adversely affected by our acquisition of shares as contemplated by our offer or of any approval or other action by any government or governmental, administrative or regulatory authority or agency (domestic, foreign or supranational) that would be required for our acquisition or ownership of shares as contemplated by our offer. Should any such approval or other action be required, we presently contemplate that we will seek that approval or other action. We are unable to predict whether we will be required to delay the acceptance for payment of or payment for shares tendered in response to our offer pending the outcome of any such matter. There can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial cost or conditions or that the failure to obtain the approval or other action might not result in adverse consequences to our business and financial condition. 14. Federal Income Tax Consequence. The following summary describes the material United States federal income tax consequences relating to our offer. This summary is based upon the Internal Revenue Code of 1986, as amended, Treasury regulations under the Internal Revenue Code, administrative pronouncements and judicial decisions, all as in effect as of the date hereof and all of which are subject to change, possibly with retroactive effect. This summary addresses only shareholders who hold shares as capital assets within the meaning of Section 1221 of the Internal Revenue Code and does not address all of the tax consequences that may be relevant to shareholders in light of their particular circumstances or to certain types of shareholders subject to special treatment under the Internal Revenue Code, including, without limitation, certain financial institutions, dealers in securities or commodities, traders in securities who elect to apply a mark-to-market method of accounting, insurance companies, tax-exempt organizations, persons who hold shares as a position in a "straddle" or as apart of a "hedging," "conversion" or "constructive sale" transaction for United States federal income tax purposes or persons who received their shares through the exercise of employee stock options or otherwise as compensation. In addition, this discussion applies only to "United States holders" (as defined below). This summary also does not address the state, local or foreign tax consequences of participating in our offer. For purposes of this discussion, a "United States holder" means: o a citizen or resident of the United States; o a corporation or other entity taxable as a corporation created or organized in the United States or under the laws of the United States or of any political subdivision of the United States; o an estate, the income of which is includible in gross income for United States federal income tax purposes regardless of its source; or o a trust whose administration is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all of its substantial decisions. Holders of shares who are not United States holders should consult their tax advisors regarding the United States federal income tax consequences and any applicable foreign tax consequences of our offer. Shareholders are urged to consult their tax advisor to determine the particular tax consequences to them of participating or not participating in our offer. 21 Characterization of the Purchase. The purchase of a United States holder's shares by us in our offer will be a taxable transaction for United States federal income tax purposes. As a consequence of the purchase, a United States holder will, depending on the United States holder's particular circumstances, be treated either as having sold the United States holder's shares or as having received a distribution in respect of stock from us. Under Section 302 of the Internal Revenue Code, a United States holder whose shares are purchased by us under our offer will be treated as having sold its shares, and thus will recognize capital gain or loss if the purchase: o results in a "complete termination" of the United States holder's equity interest in us; o results in a "substantially disproportionate" redemption with respect to the United States holder; or o is "not essentially equivalent to a dividend" with respect to the United States holder. Each of these tests, referred to as the "Section 302 tests," is explained in more detail below. If a United States holder satisfies any of the Section 302 tests explained below under the caption "Section 302 Tests," the United States holder will be treated as if it sold its shares to us and will recognize capital gain or loss equal to the difference between the amount of cash received under our offer and the United States holder's adjusted tax basis in the shares surrendered in exchange therefor. This gain or loss will be long-term capital gain or loss if the United States holder's holding period for the shares that were sold exceeds one year as of the date of purchase by us under our offer. Specified limitations apply to the deductibility of capital losses by United States holders. Gain or loss must be determined separately for each block of shares (shares acquired at the same cost in a single transaction) that is purchased by us from a United States holder under our offer. A United States holder may be able to designate, generally through its broker, which blocks of shares it wishes to tender under our offer if less than all of its shares are tendered under our offer, and the order in which different blocks will be purchased by us in the event of proration under our offer. United States holders should consult their tax advisors concerning the mechanics and desirability of that designation. If a United States holder does not satisfy any of the Section 302 tests explained below, the purchase of a United States holder's shares by us under our offer will not be treated as a sale or exchange under Section 302 of the Internal Revenue Code with respect to the United States holder. Instead, the entire amount received by a United States holder with respect to the purchase of its shares by us under our offer will be treated as a dividend distribution to the United States holder with respect to its shares under Section 301 of the Internal Revenue Code, taxable at ordinary income tax rates, to the extent of the United States holder's share of our current and accumulated earnings and profits (within the meaning of the Internal Revenue Code). To the extent the amount of the distribution exceeds the United States holder's share of our current and accumulated earnings and profits, the excess first will be treated as a tax- free return of capital to the extent of the United States holder's adjusted tax basis in its shares and any remainder will be treated as capital gain (which may be long-term capital gain as described above). To the extent that a purchase of a United States holder's shares by us under our offer is treated as the receipt by the United States holder of a dividend, the United States holder's adjusted tax basis in the purchased shares will be added to any shares retained by the United States holder. We cannot predict whether or the extent to which our offer will be oversubscribed. If our offer is oversubscribed, proration of tendered shares under our offer will cause us to accept fewer shares than are tendered. Therefore, no assurance can be given that we will purchase a sufficient number of a United States holder's shares under our offer to ensure that the United States holder receives sale treatment, rather than dividend treatment, for United States federal income tax purposes under the rules discussed below. Constructive Ownership of Stock and Other Issues. In applying each of the Section 302 tests explained below, United States holders must take into account not only shares that they actually own but also shares they are treated as owning under the constructive ownership rules of Section 318 of the Internal Revenue Code. Under the constructive ownership rules, a United States holder is treated as owning any shares that are owned (actually and in some cases constructively) by certain related individuals, trusts and entities as well as shares that the United States holder has the right to acquire by exercise of an option or by conversion or exchange of a security. Due to the factual nature of the Section 302 tests explained below, United States holders should consult their tax advisors to determine whether the purchase of their shares under our offer qualifies for sale treatment in their particular circumstances. 22 Section 302 Tests. One of the following tests must be satisfied in order for the purchase of shares by us under our offer to be treated as a sale or exchange for federal income tax purposes: o Complete Termination Test. The purchase of a United States holder's shares by us under our offer will result in a "complete termination" of the United States holder's equity interest in us if all of the shares that are actually owned by the United States holder are sold under our offer and (1) all of the shares that are constructively owned by the United States holder, if any, are sold under our offer or, (2) with respect to shares owned by certain related individuals, the United States holder effectively waives, in accordance with Section 302(c) of the Internal Revenue Code, attribution of shares which otherwise would be considered as constructively owned by the United States holder. United States holders wishing to satisfy the "complete termination" test through waiver of the constructive ownership rules should consult their tax advisors. o Substantially Disproportionate Test. The purchase of a United States holder's shares by us under our offer will result in a "substantially disproportionate" redemption with respect to the United States holder if, among other things, the percentage of the then outstanding shares actually and constructively owned by the United States holder immediately after the purchase is less than 80% of the percentage of the shares actually and constructively owned by the United States holder immediately before the purchase (treating as outstanding all shares purchased under our offer). o Not Essentially Equivalent to a Dividend Test. The purchase of a United States holder's shares by us under our offer will be treated as "not essentially equivalent to a dividend" if the reduction in the United States holder's proportionate interest in us as a result of the purchase constitutes a "meaningful reduction" given the United States holder's particular circumstances. Whether the receipt of cash by a shareholder who sells shares under our offer will be "not essentially equivalent to a dividend" will depend upon the shareholder's particular facts and circumstances. The IRS has indicated in a published revenue ruling that even a small reduction in the percentage interest of a shareholder whose relative stock interest in a publicly held corporation is minimal (for example, an interest of less than 1%) and who exercises no control over corporate affairs should constitute a "meaningful reduction." United States holders should consult their tax advisors as to the application of this test in their particular circumstances. Corporate Shareholder Dividend Treatment. In the case of a corporate United States holder, to the extent that any amounts received under our offer are treated as a dividend, such holder may be eligible for the dividends-received deduction. The dividends-received deduction is subject to certain limitations. In addition, any amount received by a corporate United States holder pursuant to our offer that is treated as a dividend may constitute an "extraordinary dividend" under Section 1059 of the Internal Revenue Code. Corporate United States holders should consult their own tax advisors as to the application of Section 1059 of the Internal Revenue Code to our offer, and to the tax consequences of dividend treatment in their particular circumstances. Shareholders Who Do Not Receive Cash Under Our Offer. Shareholders whose shares are not purchased by us under our offer will not incur any tax liability as a result of the completion of our offer. Backup Withholding Tax. See "-- Procedures for Tendering Shares" with respect to the application of United States federal backup withholding tax. We urge you to consult your tax advisor to determine the particular tax consequences to you of our offer, including the applicability and effect of state, local and foreign tax laws. 15. Extension of Our Offer; Termination; Amendment. We reserve the right, in our sole discretion, at any time and from time to time, to extend the period of time during which our offer is open and to delay acceptance for payment of, and payment for, any shares by giving oral or written notice of such extension to the depositary and making a public announcement of such extension. Our reservation of the right to delay acceptance for payment is limited by Rule 13e-4(f)(5) promulgated under the Exchange Act, which requires that we must pay the consideration offered or return the shares tendered promptly after termination or withdrawal of our offer. 23 We also reserve the right, in our sole discretion, to terminate our offer and not accept for payment or pay for any shares not previously accepted for payment or paid for or, subject to applicable law, to postpone payment for shares if any conditions to our offer fail to be satisfied by giving oral or written notice of such termination or postponement to the depositary and making a public announcement of such termination or postponement. Our reservation of the right to delay payment for shares which we have accepted for purchase is limited by Rule 13e-4(f)(5) promulgated under the Exchange Act, which requires that we must pay the consideration offered or return the shares tendered promptly after termination or withdrawal of our offer. Subject to compliance with applicable law, we further reserve the right, in our sole discretion, and regardless of whether or not any of the events or conditions described under "-- Conditions of Our Offer" have occurred or are deemed by us to have occurred, to amend our offer in any respect, including, without limitation, by decreasing or increasing the consideration offered in our offer to holders of shares or by decreasing or increasing the number of shares being sought in our offer. Amendments to our offer may be made at any time and from time to time by public announcement, such announcement, in the case of an extension, to be issued no later than 9:00 a.m., Alma, Michigan time, on the next business day after the last previously scheduled or announced expiration date. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law, we have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a release through prnewswire or another comparable news service. If we materially change the terms of our offer or the information concerning our offer, we will extend our offer to the extent required by Rule 13e-4(d)(2), 13e-4(e)(3) and 13e-4(f)(1) promulgated under the Exchange Act. This rule provides that if we undertake any of the following actions: o increase or decrease the price to be paid for the shares, o increase the number of shares being sought in our offer by more than 2% of our outstanding common stock, o decrease the number of shares being sought in our offer, or o increase or decrease a dealer's soliciting fee, then in each case the tender offer will be extended until the expiration of the period of ten business days. 16. Fees and Expenses. We have retained Howe Barnes Investments, Inc. to act as our Dealer Manager/Information Agent in connection with our offer. Howe Barnes Investments, Inc. as Dealer Manager/Information Agent, may contact shareholders by mail, telephone, facsimile, telex, other electronic means and personal interviews, and may request brokers, dealers, commercial banks, trust companies and other nominee shareholders to forward materials relating to the offer to beneficial owners. We have agreed to pay Howe Barnes Investments, Inc. a nonrefundable retainer of $25,000 and an additional fee of $0.10 per share tendered for purchase pursuant to this offer. Howe Barnes Investments, Inc. will also be reimbursed for certain out-of-pocket expenses. Howe Barnes Investments, Inc. will also be indemnified against certain liabilities, including liabilities under the federal securities laws, in connection with this offer. We will pay the depositary, Registrar and Transfer Company, reasonable and customary compensation for its services in connection with our offer, plus reimbursement for out-of-pocket expenses, and we will indemnify the depositary against certain liabilities and expenses in connection therewith, including liabilities under the federal securities laws. No fees or commissions will be payable by us to brokers, dealers, commercial banks or trust companies (other than fees to the parties described above) for soliciting tenders of shares under our offer. Shareholders holding shares through brokers or banks are urged to consult the brokers or banks to determine whether transaction costs are applicable if shareholders tender shares through such brokers or banks and not directly to the depositary. We, 24 however, upon request, will reimburse brokers, dealers, commercial banks and trust companies for customary mailing and handling expenses incurred by them in forwarding our offer and related materials to the beneficial owners of shares held by them as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank or trust company has been authorized to act as our agent or as an agent of the Dealer Manager/Information Agent or the depositary for purposes of our offer. We will pay or cause to be paid all stock transfer taxes, if any, on our purchase of shares except as otherwise provided in this document and Instruction 9 in the letter of transmittal. 17. Miscellaneous. This offer to purchase and the related letter of transmittal will be mailed to record holders of shares of our common stock and will be furnished to brokers, dealers, commercial banks and trust companies whose names, or the names of whose nominees, appear on our shareholder list or, if applicable, who are listed as participants in a clearing agency's security position listing for subsequent transmittal to beneficial owners of shares. We are not aware of any jurisdiction where the making of our offer is not in compliance with applicable law. If we become aware of any jurisdiction where the making of our offer or the acceptance of shares pursuant thereto is not in compliance with applicable law, we will make a good faith effort to comply with the applicable law. If, after such good faith effort, we cannot comply with the applicable law, our offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of shares in such jurisdiction. Pursuant to Rule 13e-4 promulgated under the Exchange Act, we have filed with the SEC an Issuer Tender Offer Statement on Schedule TO which contains additional information with respect to our offer. The Schedule TO, including the exhibits and any amendments and supplements to that document, may be examined, and copies may be obtained, at the same places and in the same manner as is set forth under "-- Information About Us" with respect to information concerning us. We have not authorized any person to make any recommendation on our behalf as to whether you should tender or not tender your shares in our offer. No person has been directly or indirectly employed or retained by, or is to be compensated by us, to make recommendations in connection with our offer. We have not authorized any person to give any information or to make any representation in connection with our offer other than those contained in this document or in the letter of transmittal. Any recommendation or any such information or representation made by anyone else must not be relied upon as having been authorized by us or the Dealer Manager/Information Agent. FIRSTBANK CORPORATION 25 The Depositary for Our Offer is: REGISTRAR AND TRANSFER COMPANY By hand delivery, overnight delivery, express or first class mail: Registrar and Transfer Company 10 Commerce Drive Cranford, New Jersey 07016-0645 Telephone: 1-800-368-5948 (8:00 a.m. to 5:00 p.m.) Facsimile Transmission: (908) 497-2311 The letter of transmittal and certificates for shares and any other required documents should be sent or delivered by each shareholder or such shareholder's broker, dealer, commercial bank, trust company or nominee to the depositary at its address set forth above. Any questions or requests for assistance may be directed to the Dealer Manager/Information Agent at its telephone number and address set forth below. Requests for additional copies of this offer to purchase, the letter of transmittal or the notice of guaranteed delivery may be directed to the Dealer Manager/Information Agent at the telephone number and address set forth below. You may also contact your broker, dealer, commercial bank, trust company or nominee for assistance concerning our offer. To confirm delivery of shares, shareholders are directed to contact the depositary. The Dealer Manager/Information Agent for the Offer is: HOWE BARNES INVESTMENTS, INC. 135 South LaSalle Street Chicago, Illinois 60603 Call Toll-Free (800) 929-4693 26 EX-99.A2 3 ex99a1ii.txt EXHIBIT 99(a)(1)(ii) FIRSTBANK CORPORATION LETTER OF TRANSMITTAL Mailing Address: To Accompany Shares of Common Stock of Firstbank Corporation By Hand: Registrar and Transfer Company Tendered Pursuant to the Offer to Purchase Dated June 15, 2004 c/o The Depository Trust Co. Attn: Reorganization Department THE OFFER PRORATION PERIOD AND WITHDRAWAL RIGHTS Transfer Agent Drop 10 Commerce Drive WILL EXPIRE AT 5:00 P.M., EASTERN TIME, ON FRIDAY, 55 Water Street, 1st Floor Cranford, NJ 07016-0645 JULY 30, 2004, UNLESS THE OFFER IS EXTENDED New York, NY 10041-0099 To: REGISTRAR AND TRANSFER COMPANY, Depositary For Assistance: (800) 368-5948 Facsimile: (908) 497-2311 - ----------------------------------------------------------------------------------------------------------------------------- DESCRIPTION OF SHARES TENDERED - ----------------------------------------------------------------------------------------------------------------------------- (See Instructions 3, 4, 5 and 6) Shares Tendered (Attach Additional List if Necessary) - ----------------------------------------------------------------------------------------------------------------------------- Certificate Total Number of Number of Name(s) and Address of Registered Holder(s) Number(s), or Shares Represented Shares (Please fill in Exactly as Name(s) Appear(s) on Certificate) if applicable, By Certificate(s)* Tendered** indicate "DRP" * - ----------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------- --------------------------------------------------- --------------------------------------------------- --------------------------------------------------- --------------------------------------------------- TOTAL SHARES - -----------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- I have lost my certificate(s) for _________________ shares of Firstbank Corporation Common Stock and have completed the Affidavit for Lost Stock Certificate(s) on the reverse side and submitted the required check. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- * Certificate numbers need not be completed by stockholders tendering by book-entry transfer. If the tendered shares are held in the Firstbank Corporation Dividend Reinvestment Plan, indicate by writing "DRP". Dividend Reinvestment Plan shares may include shares you hold directly in book entry form, shares purchased with funds contributed to the Firstbank Corporation Employee Stock Purchase Plan, and/or shares purchased pursuant to dividend reinvestment. ** Unless otherwise indicated, it will be assumed that all Shares represented by any certificates delivered to the Depositary are being tendered. See Instruction 6. - -------------------------------------------------------------------------------- DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN ONE LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THE LETTER OF TRANSMITTAL IS COMPLETED. PARTICIPANTS IN THE FIRSTBANK CORPORATION 401(K) PLAN ARE NOT ELIGIBLE TO TENDER THEIR SHARES HELD INDIRECTLY IN THE FIRSTBANK CORPORATION STOCK FUND IN THE 491(k) PLAN. This Letter of Transmittal is to be used if certificates are to be forwarded herewith or if delivery of Shares (as defined below) is to be made by book-entry transfer to the Depositary's account at The Depository Trust Company ("DTC") (hereinafter referred to as the "Book-Entry Transfer Facility") pursuant to the procedures set forth in Section 3 of the Offer to Purchase (as defined below). (BOX BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY) - -------------------------------------------------------------------------------- |_| CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING Name of Tendering Institution____________________________________ Account No.______________________________________________________ Transaction Code No._____________________________________________ - -------------------------------------------------------------------------------- Delivery of documents to the Company or to the Book-Entry Transfer Facility does not constitute a valid delivery. NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY Ladies and Gentlemen: The undersigned hereby tenders to Firstbank Corporation, a Michigan corporation (the "Company"), the above-described shares of its common stock, no par value per share (the "Shares"), at a price per Share of $30.00 (the "Purchase Price"), pursuant to the Company's offer to purchase up to 500,000 Shares, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 15, 2004 (the "Offer to Purchase"), receipt of which is hereby acknowledged, and in this Letter of Transmittal (which together constitute the "Offer"). Subject to, and effective upon, acceptance for payment of and payment for the Shares tendered herewith in accordance with the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to all the Shares that are being tendered hereby or orders the registration of such Shares tendered by book-entry transfer that are purchased pursuant to the Offer to or upon the order of the Company and irrevocably constitutes and appoints the Depositary the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares, with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (a) deliver certificates for such Shares, or transfer ownership of such Shares on the account books maintained by the Book-Entry Transfer Facility, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of the Company upon receipt by the Depositary, as the undersigned's agent, of the Purchase Price (as defined below) with respect to such Shares, (b) present certificates for such Shares for cancellation and transfer on the books of the Company and (c) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares, all in accordance with the terms of the Offer. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered hereby and that, when and to the extent the same are accepted for payment by the Company, the Company will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges, encumbrances, conditional sales agreements or other obligations relating to the sale or transfer thereof, and the same will not be subject to any adverse claims. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary or the Company to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby. The undersigned has received a copy of the Offer to Purchase and Letter of Transmittal and agrees to all of the terms of the offer. All authority herein conferred or agreed to be conferred shall not be affected by, and shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer, this tender is irrevocable. The undersigned understands that tenders of Shares pursuant to any one of the procedures described in Section 3 or 4 of the Offer to Purchase and in the Instructions hereto will constitute the undersigned's acceptance of the terms and conditions of the Offer, including the undersigned's representation and warranty that (i) the undersigned has a net long position in the Shares being tendered within the meaning of Rule 14e-4 promulgated under the Securities Exchange Act of 1934, as amended, and (ii) the tender of such Shares complies with Rule 14e-4. The Company's acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Offer. The undersigned understands that all Shares properly tendered and not withdrawn will be purchased at the Purchase Price, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions of the Offer, including its proration and conditional tender provisions, and that the Company will return all other Shares, including Shares not purchased because of proration and Shares that were conditionally tendered and not accepted. The undersigned understands that tenders of Shares pursuant to any one of the procedures described in Section 3 or 4 of the Offer to Purchase and in the instructions hereto will constitute an agreement between the undersigned and the Company upon the terms and subject to the conditions of the Offer. The undersigned recognizes that, under certain circumstances set forth in the Offer to Purchase, the Company may terminate or amend the Offer or may postpone the acceptance for payment of, or the payment for, Shares tendered or may not be required to purchase any of the Shares tendered hereby or may accept for payment fewer than all of the Shares tendered hereby. Unless otherwise indicated under "Special Payment Instructions," please issue the check for the purchase price of any Shares purchased, and/or return any Shares not tendered or not purchased, in the name(s) of the undersigned (and, in the case of Shares tendered by book-entry transfer, by credit to the account at the Book-Entry Transfer Facility). Similarly, unless otherwise indicated under "Special Delivery Instructions," please mail the check for the Purchase Price of any Shares purchased and/or any certificates for Shares not tendered or not purchased (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned's signature(s). In the event that both "Special Payment Instructions" and "Special Delivery Instructions" are completed, please issue the check for the Purchase Price of any Shares purchased and/or return any Shares not tendered or not purchased in the name(s) of, and mail said check and/or any certificates to, the person(s) so indicated. The undersigned recognizes that the Company has no obligation, pursuant to the "Special Payment Instructions," to transfer any Shares from the name of the registered holder(s) thereof if the Company does not accept for payment any of the Shares so tendered. - -------------------------------------------------------------------------------- ODD LOTS (SEE INSTRUCTIONS) - -------------------------------------------------------------------------------- This section is to be completed ONLY if Shares are being tendered by or on behalf of a person owning beneficially, as of the close of business on June 15, 2004, and who continues to own beneficially as of the Expiration Date, an aggregate of fewer than 100 shares (excluding shares, if any, held indirectly in the Firstbank Corporation 401(k) Plan). The undersigned either (check one box): |_| was the beneficial owner as of the close of business on June 15, 2004, and continues to be the beneficial owner as of the Expiration Date, of an aggregate of fewer than 100 Shares (excluding shares held in the Firstbank Corporation 401(k) Plan), all of which are being tendered, or |_| is a broker, dealer, commercial bank, trust company or other nominee that (i) is tendering, for the beneficial owners thereof, Shares with respect to which it is the record owner, and (ii) believes, based upon representations made to it by each such beneficial owner, that such beneficial owner owned beneficially as of the close of business on June 15, 2004, and continues to own beneficially as of the Expiration Date, an aggregate of fewer than 100 Shares, and is tendering all of such Shares. - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------- SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 8, 9 AND 10) (SEE INSTRUCTIONS 8, 9 AND 10) To be completed ONLY if the check for the purchase price of To be completed ONLY if the check for the purchase price of Shares purchased and/or certificates for Shares not tendered Shares purchased and/or certificates for Shares not or not purchased are to be issued in the name of someone tendered or not purchased are to be mailed to someone other other than the undersigned. than the undersigned or to the undersigned at an address other than that shown below the undersigned's signature(s). Issue |_| check and/or |_| certificate(s) to: Mail |_| check and/or |_| certificate(s) to: Name: Name: ------------------------------------------------ ------------------------------------------------ (Please Print) (Please Print) Address: Address: --------------------------------------------- ---------------------------------------------- - ----------------------------------------------------- ------------------------------------------------------ (include Zip Code) - ----------------------------------------------------- (include Zip Code) - ----------------------------------------------------- (Taxpayer Identification or Social Security No.) - -----------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- CONDITIONAL TENDER - -------------------------------------------------------------------------------- You may consider tender of your Shares upon the purchase by the Company of a specified minimum number of your Shares tendered. See Section 7 in the Offer to Purchase. Unless at least the minimum number of Shares tendered by you is purchased by the Company, none of the Shares tendered hereby will be purchased. It is your responsibility to calculate such minimum number of Shares, and you are urged to consult your tax advisor. Unless this box has been completed and a minimum specified, the tender will be deemed unconditional |_| Minimum number of shares that must be purchased, if any are purchased: Shares ---------------------------- - -------------------------------------------------------------------------------- PLEASE SIGN BELOW (TO BE COMPLETED BY ALL SHAREHOLDERS) (Please complete substitute Form W-9 included in this Letter of Transmittal) - ----------------------------------------------------------------------------------------------------------------------------- SIGNATURE(S) REQUIRED SIGNATURE(S) GUARANTEE REQUIRED Signature(s) of Registered Holder(s) or Agent (See Instructions #1 and #8) Must be signed by the registered holder(s) EXACTLY as name(s) Unless the shares are tendered by the registered holder(s) appear(s) on stock certificate(s). If signature is by of the common stock, or for the account of a member of a trustee, executor, administrator, guardian, attorney-in-fact, "Signature Guarantee Program" ("Stamp"), Stock Exchange officer for a corporation acting in a fiduciary or Medallion Program ("SEMP") or New York Stock Exchange representative capacity, or other person, please include Medallion Signature Program ("MS") (an "Eligible title. (See Instruction #1.) Institution"), the above signature(s) must be guaranteed by an Eligible Institution. Issue and mail stock certificate to (please print): - ---------------------------------------------------------- Registered Holder Signature - ---------------------------------------------------------- Registered Holder Signature - ---------------------------------------------------------- Title, if any - ---------------------------------------------------------- Phone Date - -----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------- PAYER'S NAME: FIRSTBANK CORPORATION - ----------------------------------------------------------------------------------------------------------------------------- SUBSTITUTE Part 1 - TAXPAYER IDENTIFICATION NO. - FOR Form W-9 ALL ACCOUNTS ENTER YOUR TAXPAYER Department of the Treasury IDENTIFICATION NUMBER IN THE APPROPRIATE -------------------------- Internal Revenue Service BOX. FOR MOST INDIVIDUALS AND SOLE Social Security Number PROPRIETORS, THIS IS YOUR SOCIAL SECURITY Payer's Request for Taxpayer NUMBER. FOR OTHER ENTITIES, IT IS YOUR OR Identification Number EMPLOYER IDENTIFICATION NUMBER. IF YOU DO (See Instruction 15) NOT HAVE A NUMBER, SEE "HOW TO OBTAIN A TIN" -------------------------- Please fill in your name and address below: IN THE ENCLOSED GUIDELINES. Employer Identification Number(s) Note: If the account is in more than one - -------------------------------------------- name, see the chart on the enclosed Name Guidelines to determine what number to enter. --------------------------------------------------------------------------- - -------------------------------------------- Part 2 - Certification - For Payees Exempt from Backup Business name, if different from above Withholding (see enclosed Guidelines) - Under penalties of perjury, I certify that: Part 3 - Check appropriate box (1) The number shown on the form is my correct Taxpayer Identification Number (or I am waiting Awaiting TIN |_| |_| Individual/Sole proprietor |_| Corporation for a number to be issued to me) and |_| Partnership |_| Other____ (2) I am not subject to backup withholding either because (a) I am exempt from backup withholding, - -------------------------------------------- or (b) I have not been notified by the Internal Address (number and street) Revenue Service ("IRS") that I am subject to backup withholding as a result of a failure to - -------------------------------------------- report all interest or dividends, or (c) the IRS City, State and Zip Code has notified me that I am no longer subject to backup withholding; and (3) I am a U.S. person (including a U.S. resident alien). --------------------------------------------------------------------------- Certificate Instructions - You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return and you have not been notified by the IRS that you are no longer subject to backup withholding. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. (See the enclosed Guidelines.) SIGNATURE DATE , 2004 ----------------------------------- ------------- - -----------------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING AT THE APPLICABLE WITHHOLDING RATE OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW INSTRUCTION #12 FOR ADDITIONAL INFORMATION. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF SUBSTITUTE FORM W-9. - -------------------------------------------------------------------------------- CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number to you within 60 days, you are required to withhold the applicable withholding rate of all reportable payments thereafter made to me until I provide a number. , 2004 - -------------------------------- --------------------------- Signature Date - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- AFFIDAVIT FOR LOST STOCK CERTIFICATE(S) The undersigned hereby attests and certifies the following: That I am the lawful owner of the certificate(s) listed on this letter of transmittal as lost. That a search for the certificate(s) has been conducted and that these certificate(s) cannot be located. That these certificate(s) have not been endorsed, hypothecated, sold or had their ownership pledged or encumbered in any form, whatsoever. In requesting the replacement of this certificate(s), I hereby agree that: If these certificate(s) are subsequently located, they will be tendered for cancellation. That I indemnify, protect and hold harmless Firstbank Corporation, and Registrar and Transfer Company, and any other party from and against all losses, expenses, costs and damages including legal fees these parties may be subjected to at any time in the future as a result of the cancellation and replacement of the certificate(s). All rights accruing to these parties will not be limited by their negligence, breach of duty, accident, or other obligation on the part of or by any officer or employee of the parties. I acknowledge that the certificate(s) will be replaced under an insurance bond underwritten by Seaboard Surety Company. My check, payable to the Seaboard Surety Company, to cover the premium of 1.5% of the market value of the stock (Minimum $20.00) is enclosed. I further acknowledge that any filing of an insurance application with materially false or misleading information is a fraudulent insurance act and may be considered a crime. Sign Here: ------------------------------ Co-Owner, if any: Date: , 2004 ----------------------- -------------------- - -------------------------------------------------------------------------------- INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. Guarantee of Signatures. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a firm that is a member of a registered national securities exchange or the National Association of Securities Dealers, Inc., or by a commercial bank, a trust company, a savings bank, a savings and loan association or a credit union which has membership in an approved Signature Guarantee Medallion Program (an "Eligible Institution"). Signatures on this Letter of Transmittal need not be guaranteed (a) if this Letter of Transmittal is signed by the registered holder(s) of the Shares (which term, for purposes of this document, shall include any participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Shares) tendered herewith and such holder(s) have not completed the box entitled "Special Payment Instructions" or the box entitled "Special Delivery Instructions" on this Letter of Transmittal or (b) if such Shares are tendered for the account of an Eligible Institution. See Instruction 8. 2. Delivery of Letter of Transmittal and Shares. This Letter of Transmittal or, in the case of a book-entry transfer, an Agent's Message (as defined below), is to be used either if certificates are to be forwarded herewith or if delivery of Shares is to be made by book-entry transfer pursuant to the procedures set forth in Section 3 of the Offer to Purchase. Certificates for all physically delivered Shares, or a confirmation of a book-entry transfer into the Depositary's account at the Book-Entry Transfer Facility of all Shares delivered electronically, as well as a properly completed and duly executed Letter of Transmittal (or manually signed copy thereof) and any other documents required by this Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the front page of this Letter of Transmittal on or prior to the Expiration Date (as defined in the Offer to Purchase). The term "Agent's Message" means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary and forming a part of the Book-Entry confirmation, which states that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the Shares, that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Company may enforce such agreement against the participant. The method of delivery of this letter of transmittal, share certificates and all other required documents is at the option and risk of the tendering stockholder, and delivery will be deemed made only when actually received by the depositary. If certificates for shares are sent by mail, registered mail with return receipt requested, properly insured, is recommended. Except as specifically permitted by Section 6 of the Offer to Purchase, no alternative or contingent tenders will be accepted. See Sections 3 and 6 of the Offer to Purchase. By executing this Letter of Transmittal (or facsimile thereof), the tendering stockholder waives any right to receive any notice of the acceptance for payment of the Shares. 3. Dividend Reinvestment Plan. You may tender shares that you hold through the Firstbank Corporation Dividend Reinvestment Plan by indicating "DRP" in the appropriate space in the box captioned "Description of Shares Tendered" on the cover page of this Letter of Transmittal and indicating the number of Dividend Reinvestment Plan shares tendered. See Section 3 of the Offer to Purchase. 4. Firstbank Corporation 401(k) Plan. Do not use this Letter of Transmittal to tender any shares you own indirectly through the Firstbank Corporation Stock Fund in the Firstbank Corporation 401(k) Plan. Participants in the Firstbank Corporation 401(k) Plan are not eligible to tender shares they own indirectly through the Firstbank Corporation Stock Fund in the 401(k) Plan. 5. Inadequate Space. If the space provided herein is inadequate, the certificate numbers and/or the number of Shares should be listed on a separate signed schedule attached hereto. 6. Partial Tenders (Not Applicable to Stockholders Who Tender by Book-Entry Transfer). If fewer than all the Shares represented by any certificate delivered to the Depositary are to be tendered, fill in the number of Shares that are to be tendered in the box entitled "Number of Shares Tendered." In such case, a new certificate for the remainder of the Shares represented by the old certificate will be sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the "Special Payment Instructions" or "Special Delivery Instructions" boxes on this Letter of Transmittal, as promptly as practicable following the expiration or termination of the Offer. All Shares represented by certificates delivered to the Depositary will be deemed to have been tendered unless otherwise indicated. 7. Price at Which Shares are Being Tendered. All Shares will be considered validly tendered at a price of $30.00 per Share. 8. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of the Shares hereby, the signature(s) must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever. If any of the Shares hereby are held of record by two or more persons, all such persons must sign this Letter of Transmittal. If any of the Shares tendered hereby are registered in different names on different certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates. If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered hereby, no endorsements of certificates or separate stock powers are required unless payment of the purchase price is to be made to, or Shares not tendered or not purchased are to be registered in the name of, any person other than the registered holder(s). Signatures on any such certificates or stock powers must be guaranteed by an Eligible Institution. See Instruction 1. If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Shares tendered hereby, certificates evidencing the Shares tendered hereby must be endorsed or accompanied by appropriate stock powers, in either case, signed exactly as the name(s) of the registered holder(s) appear(s) on the certificates for such Shares. Signature(s) on any such certificates or stock powers must be guaranteed by an Eligible Institution. See Instruction 1. If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Company of the authority of such person so to act must be submitted. 9. Stock Transfer Taxes. The Company will pay or cause to be paid any stock transfer taxes with respect to the sale and transfer of any Shares to it or its order pursuant to the Offer. If, however, payment of the purchase price is to be made to, or Shares not tendered or not purchased are to be registered in the name of, any person other than the registered holder(s), or if tendered Shares are registered in the name of any person other than the person(s) signing this Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder(s), such other person or otherwise) payable on account of the transfer to such person will be deducted from the purchase price unless satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted. See Section 6 of the Offer to Purchase. Except as provided in this instruction 9, it will not be necessary to affix transfer tax stamps to the certificates representing shares tendered hereby. 10. Special Payment and Delivery Instructions. If the check for the purchase price of any Shares purchased is to be issued in the name of, and/or any Shares not tendered or not purchased are to be returned to, a person other than the person(s) signing this Letter of Transmittal or if the check and/or any certificates for Shares not tendered or not purchased are to be mailed to someone other than the person(s) signing this Letter of Transmittal or to an address other than that shown above in the box captioned "Description of Shares Tendered," then the boxes captioned "Special Payment Instructions" and/or "Special Delivery Instructions" on this Letter of Transmittal must be completed. Stockholders tendering Shares by book-entry transfer will have any Shares not accepted for payment returned by crediting the account maintained by such stockholder at the Book-Entry Transfer Facility from which such transfer was made. 11. Odd Lots. As described in the Offer to Purchase, if fewer than all Shares validly tendered at the Purchase Price and not withdrawn on or prior to the Expiration Date are to be purchased, the Shares purchased first will consist of all Shares tendered by any stockholder who owned beneficially as of the close of business on June 15, 2004, and continues to own beneficially as of the Expiration Date, an aggregate of 100 Shares or fewer (excluding shares held indirectly in the Firstbank Corporation 401(k) Plan) and who validly and unconditionally tendered all such Shares at the Purchase Price. Partial or conditional tenders of Shares will not qualify for this preference. This preference will not be available unless the box captioned "Odd Lots" in this Letter of transmittal is completed. 12. Substitute Form W-9 and Form W-8. The tendering stockholder is required to provide the Depositary with either a correct Taxpayer Identification Number ("TIN") on Substitute Form W-9, which is provided under "Important Tax Information" below, or a properly completed Form W-8. Failure to provide the information on either Substitute Form W-9 or Form W-8 may subject the tendering stockholder to 30% federal income tax backup withholding on the payment of the purchase price. The box in Part 3 of Substitute Form W-9 may be checked if the tendering stockholder has not been issued a TIN and has applied for a number or intends to apply for a number in the near future. If the box in Part 3 is checked and the Depositary is not provided with a TIN by the time of payment, the Depositary will withhold 30% on all payments of the purchase price thereafter until a TIN is provided to the Depositary. 13. Requests for Assistance or Additional Copies. Any questions or requests for assistance may be directed to the Information Agent/Dealer Manager at their telephone number and address listed below. Requests for additional copies of the Offer to Purchase, this Letter of Transmittal or other tender offer materials may be directed to the Information Agent/Dealer Manager and such copies will be furnished promptly at the Company's expense. Stockholders may also contact their local broker, dealer, commercial bank or trust company for assistance concerning the Offer. 14. Irregularities. All questions as to the Purchase Price, the form of documents, and the validity, eligibility (including time of receipt) and acceptance of any tender of Shares will be determined by the Company, in its sole discretion, and its determination shall be final and binding. The Company reserves the absolute right to reject any or all tenders of Shares that it determines are not in proper form or the acceptance for payment of, or payment for, Shares that may, in the opinion of the Company's counsel, be unlawful. Except as otherwise provided in the Offer to Purchase, the Company also reserves the absolute right to waive any of the conditions to the Offer or any defect or irregularity in any tender of Shares and the Company's interpretation of the terms and conditions of the Offer (including these instructions) shall be final and binding. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as the Company shall determine. None of the Company, the Information Agent/Dealer Manager, the Depositary, or any other person shall be under any duty to give notice of any defect or irregularity in tenders, nor shall any of them incur any liability for failure to give any such notice. Tenders will not be deemed to have been made until all defects and irregularities have been cured or waived. IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A MANUALLY SIGNED COPY THEREOF) TOGETHER WITH CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY, ON OR PRIOR TO THE EXPIRATION DATE. 15. Important Tax Information. Under federal income tax law, a stockholder whose tendered Shares are accepted for payment is required to provide the Depositary (as payer) with such stockholder's correct TIN on Substitute Form W-9 above. If such stockholder is an individual, the TIN is his or her social security number. For businesses and other entities, the number is the employer identification number. If the Depositary is not provided with the correct TIN or properly completed Form W-8, the stockholder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, payments that are made to such stockholder with respect to Shares purchased pursuant to the Offer may be subject to backup withholding. Certain stockholders (including, among others, all corporations and certain foreign individuals and entities) are not subject to these backup withholding and reporting requirements. In order for a noncorporate foreign stockholder to qualify as an exempt recipient, that stockholder must complete and sign a Form W-8, Certificate of Foreign Status, attesting to that stockholder's exempt status. The Form W-8 can be obtained from the Depositary. Exempt stockholders, other than noncorporate foreign stockholders, should furnish their TIN, write "Exempt" on the face of the Substitute Form W-9 below and sign, date and return the Substitute Form W-9 to the Depositary. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional instructions. If federal income tax backup withholding applies, the Depositary is required to withhold 30% of any payments made to the stockholder. Backup withholding is not an additional tax. Rather, the federal income tax liability of persons subject to backup withholding will be reduced by the amount of the tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained. PURPOSE OF SUBSTITUTE FORM W-9 AND FORM W-8 To avoid backup withholding on payments that are made to a stockholder with respect to Shares purchased pursuant to the Offer, the stockholder is required to notify the Depositary of his or her correct TIN by completing the Substitute Form W-9 included in this Letter of Transmittal certifying that the TIN provided on Substitute Form W-9 is correct and that (1) the stockholder has not been notified by the Internal Revenue Service that he or she is subject to federal income tax backup withholding as a result of failure to report all interest or dividends or (2) the Internal Revenue Service has notified the stockholder that he or she is no longer subject to federal income tax backup withholding. Foreign stockholders must submit a properly completed Form W-8 in order to avoid the applicable backup withholding; provided, however, that backup withholding will not apply to foreign stockholders subject to 30% (or lower treaty rate) withholding on gross payments received pursuant to the Offer. WHAT NUMBER TO GIVE THE DEPOSITARY The stockholder is required to give the Depositary the social security number or employer identification number of the registered owner of the Shares. If the Shares are in more than one name or are not in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance on which number to report. PAYER'S NAME: REGISTRAR AND TRANSFER COMPANY The Information Agent/Dealer Manager: HOWE BARNES INVESTMENTS, INC. 135 South LaSalle Street, Suite 1500 Chicago, IL 60603 Call Toll Free (800) 929-4693 EX-99.A3 4 ex99a1iii.txt EXHIBIT 99(a)(1)(iii) FIRSTBANK CORPORATION Notice of Guaranteed Delivery for Tender of Shares of Common Stock This notice of guaranteed delivery, or one substantially in the form hereof, must be used to accept the tender offer by Firstbank Corporation and if o certificates evidencing shares of common stock, no par value per share, of Firstbank Corporation are not immediately available or cannot be delivered to the depositary before the expiration date, or o time will not permit all required documents, including a properly completed and duly executed letter of transmittal (or a manually signed facsimile of the letter of transmittal), and any other required documents, to reach the depositary prior to the expiration date (as defined in the offer to purchase). This notice of guaranteed delivery, properly completed and duly executed, may be delivered by hand, mail, overnight courier or facsimile transmission to the depositary. See Section 3 of the Offer to Purchase. The Depositary for the offer is: REGISTRAR AND TRANSFER COMPANY By hand delivery, overnight delivery, express or first class mail: 10 Commerce Drive Cranford, New Jersey 07016 Attention: Reorganization Department For Assistance: Between 8:00 a.m. and 5:00 p.m. Eastern Time 800-368-5948 For Confirmation: Facsimile Transmission: (212) 587-3006 (for Eligible Institutions ONLY) For this notice to be validly delivered, it must be received by the depositary at the above address before the offer expires. Delivery of this notice to another address will not constitute a valid delivery. Deliveries to Firstbank Corporation, Howe Barnes Investments, Inc., the Dealer Manager/Information Agent, or the book entry transfer facility will not be forwarded to the depositary and will not constitute a valid delivery. This notice of guaranteed delivery is not to be used to guarantee signatures. If a signature on the letter of transmittal is required to be guaranteed by an eligible guarantor institution (as defined in the offer to purchase) under the instructions to the letter of transmittal, the signature guarantee must appear in the applicable space provided in the signature box on the letter of transmittal. NOTICE OF GUARANTEED DELIVERY By signing this notice of guaranteed delivery, you tender to Firstbank Corporation at the price per share indicated in this notice of guaranteed delivery, upon the terms and subject to the conditions described in the offer to purchase and the related letter of transmittal, receipt of which you hereby acknowledge, the number of shares specified below pursuant to the guaranteed delivery procedure described in section 3 of the Offer to Purchase. - -------------------------------------------------------------------------------- Number of shares to be tendered: ________________________________ shares - -------------------------------------------------------------------------------- PRICE AT WHICH YOU ARE TENDERING (See Instruction 7 to the Letter of Transmittal) You are tendering your shares at a price of $30.00. ODD LOTS (See Instruction 11 to the Letter of Transmittal) Complete this section only if you own, or are tendering on behalf of a person who owns, beneficially or of record, an aggregate of 100 shares or fewer and are tendering all of your shares. You either (check one box): |_| are the beneficial or record owner of an aggregate of 100 shares or fewer, all of which are being tendered; or |_| are a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s), shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of 100 shares or fewer and is tendering all of the shares. CONDITIONAL TENDER (See the Letter of Transmittal) You may condition your tender of shares on Firstbank Corporation purchasing a specified minimum number of your tendered shares, all as described in section 6 of the Offer to Purchase. Unless the minimum number of shares you indicate below is purchased by Firstbank Corporation in the offer, none of the shares you tendered will be purchased. It is your responsibility to calculate that minimum number of shares that must be purchased if any are purchased, and you are urged to consult your own tax advisor before completing this section. Unless this box has been checked and a minimum number of shares specified, your tender will be deemed unconditional. |_| The minimum number of shares that must be purchased, if any are purchased, is: ___________________ shares. If because of proration, the minimum number of shares that you designated above will not be purchased, Firstbank Corporation may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, you must have tendered all your shares and checked this box: |_| The tendered shares represent all shares held by me. - -------------------------------------------------------------------------------- Signatures:_____________________________________________________________________ Name(s) of Record Holder(s):____________________________________________________ (Please Type or Print) Certificate Nos:________________________________________________________________ Address:________________________________________________________________________ (Zip Code) Daytime Area Code and Telephone No.:____________________________________________ Date:________________________, 2004 - -------------------------------------------------------------------------------- GUARANTEE OF DELIVERY (Not to be used for a signature guarantee) The undersigned, a bank, broker, dealer, credit union, savings association or other entity that is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity that is an "eligible guarantor institution," as that term is defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended (each of the foregoing constituting an "eligible institution"), guarantees the delivery to the depositary of the shares tendered, in proper form for transfer, together with a properly completed and duly executed letter of transmittal (or a manually signed facsimile of the letter of transmittal), and any other required documents, all within three (3) Nasdaq trading days after the date of receipt by the depositary of this notice of guaranteed delivery. The eligible institution that completes this form must communicate the guarantee to the depositary and must deliver the letter of transmittal and certificates representing shares to the depositary within the time period set forth in the offer to purchase. Failure to do so could result in a financial loss to the eligible institution. - -------------------------------------------------------------------------------- Name of Firm:___________________________________________________________________ Address:________________________________________________________________________ Area Code and Telephone Number:_________________________________________________ Authorized Signature Name:______________________________________________________ Please Print Name:______________________________________________________________ Title:__________________________________________________________________________ Dated: _______________________________, 2004 - -------------------------------------------------------------------------------- NOTE: DO NOT SEND SHARE CERTIFICATES WITH THIS FORM. CERTIFICATES FOR SHARES SHOULD BE SENT WITH THE LETTER OF TRANSMITTAL. EX-99.A4 5 ex99a1iv.txt EXHIBIT 99(a)(1)(iv) Letter to Brokers Offer to Purchase by FIRSTBANK CORPORATION Up to 500,000 Shares of its Common Stock at a Purchase Price of $30.00 Per Share - -------------------------------------------------------------------------------- The offer and withdrawal rights will expire at 5:00 p.m., Eastern time, on Friday, July 30, 2004, unless the offer is extended. Firstbank Corporation may extend the offer period at any time - -------------------------------------------------------------------------------- June 15, 2004 To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: Firstbank Corporation, a Michigan corporation, has appointed us to act as the dealer manager/information agent in connection with its offer to purchase for cash up to 500,000 shares of its common shares, no par value, at a price of $30.00 per share, net to the seller in cash, without interest. Firstbank Corporation's offer is being made upon the terms and subject to the conditions set forth in its Offer to Purchase, dated June 15, 2004, and in the related letter of transmittal, which as they may be amended and supplemented from time to time, together constitute the tender offer. Only shares properly tendered and not properly withdrawn will be purchased. However, because of the proration provisions described in the Offer to Purchase, all of the shares tendered may not be purchased if more than 500,000 shares are properly tendered. All shares tendered and not purchased, including shares not purchased because of proration or the conditional tender procedures, will be returned at Firstbank Corporation's expense as soon as practicable following the expiration date. Firstbank Corporation reserves the right, in its sole discretion, to purchase more than 500,000 shares pursuant to the tender offer, subject to applicable law. The tender offer is not conditioned on any minimum number of shares being tendered. The tender offer is, however, subject to other conditions described in the Offer to Purchase. Upon the terms and conditions of Firstbank Corporation's offer, if more than 500,000 shares are properly tendered and not properly withdrawn, Firstbank Corporation will purchase properly tendered shares in the following order: o First, all shares properly tendered and not properly withdrawn by any "odd lot holder" (as defined in the Offer to Purchase) who: o tenders all shares owned (beneficially or of record) by the odd lot holder (tenders of less than all the shares owned will not qualify for this preference); and o completes the section entitled "Odd Lots" in the letter of transmittal and, if applicable, in the notice of guaranteed delivery; and o Second, after the purchase of all the shares properly tendered by odd lot holders and subject to the conditional tender procedures described in Section 6 of the Offer to Purchase, all other shares properly tendered, on a pro rata basis with appropriate adjustments to avoid purchases of fractional shares. For your information and for forwarding to your clients for whom you hold shares registered in your name or in the name of your nominee, we are enclosing the following documents: o Offer to Purchase, dated June 15, 2004; o letter to clients that you may send to your clients for whose accounts you hold shares registered in your name or in the name of your nominee, with space provided for obtaining such clients' instructions with regard to the tender offer; o letter of transmittal for your use and for the information of your clients (together with accompanying instructions and Substitute Form W-9); o letter to shareholders of Firstbank Corporation, dated June 15, 2004, from Thomas R. Sullivan, Chief Executive Officer and President of Firstbank Corporation; o notice of guaranteed delivery to be used to accept the tender offer if the share certificates and all other required documents cannot be delivered to the depositary before the expiration date; o guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on Substitute Form W-9; and o a Questions and Answers Brochure for your use and for the information of your clients. Your prompt action is requested. We urge you to contact your clients as promptly as possible. The tender offer and withdrawal rights will expire at 5:00 p.m., Eastern time, on Friday, July 30, 2004, unless the tender offer is extended. No fees or commissions will be payable to brokers, dealers, commercial banks, trust companies or any person for soliciting tenders of shares under the tender offer. Firstbank Corporation will, however, upon request, reimburse you for customary mailing and handling expenses incurred by you in forwarding any of the enclosed materials to the beneficial owners of shares held by you as a nominee or in a fiduciary capacity. Firstbank Corporation will pay or cause to be paid any stock transfer taxes applicable to its purchase of shares, except as otherwise provided in the Offer to Purchase and letter of transmittal. In order to properly tender shares under the tender offer, a shareholder must do either (1) or (2) below: (1) Provide the following so that the depositary receives them before the offer expires: o one of (a) the certificates for the shares or (b) a confirmation of receipt of the shares pursuant to the procedure for book-entry transfer described in Section 3 of the Offer to Purchase, and o one of (a) a properly completed and executed letter of transmittal or a manually executed facsimile of it, including any required signature guarantees, (b) an "agent's message" of the type described in Section 3 of the Offer to Purchase in the case of a book-entry transfer or (c) a specific acknowledgement in the case of a tender through the "automated tender offer program" described in Section 3 of the Offer to Purchase, and o any other documents required by the letter of transmittal. (2) Comply with the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase. Please call us toll-free at 800-929-4693 should you have any inquiries with respect to the tender offer or need to obtain additional copies of the enclosed material. Very truly yours, HOWE BARNES INVESTMENTS, INC. (Enclosures) NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF FIRSTBANK CORPORATION, THE DEALER MANAGER/ INFORMATION AGENT OR THE DEPOSITARY OR ANY AFFILIATE OF THE FOREGOING, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE TENDER OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN. EX-99.A5 6 ex99a1v.txt EXHIBIT 99(a)(1)(v) Letter to Clients Offer to Purchase By FIRSTBANK CORPORATION Up to 500,000 shares of its common stock at a Purchase price of $30.00 per share - -------------------------------------------------------------------------------- The offer and withdrawal rights will expire at 5:00 p.m., Eastern time on Friday, July 30, 2004, unless the offer is extended. Firstbank Corporation may extend the offer period at any time. - -------------------------------------------------------------------------------- June 15, 2004 To Our Clients: Enclosed for your consideration are the Offer to Purchase, dated June 15, 2004, the Letter of Transmittal, and other related materials, in connection with the offer by Firstbank Corporation, a Michigan corporation, to purchase for cash up to 500,000 of its common shares, no par value, at a price of $30.00, net to the seller in cash, without interest. Firstbank Corporation's offer is being made upon the terms and subject to the conditions set forth in its Offer to Purchase, dated June 15, 2004, and in the related letter of transmittal, as they may be amended and supplemented from time to time, together constitute the tender offer. Only shares properly tendered and not properly withdrawn will be purchased. However, because of the proration provisions described in the Offer to Purchase, all of the shares tendered may not be purchased if more than 500,000 shares are properly tendered. All shares tendered and not purchased, including shares not purchased because of proration or the conditional tender procedures, will be returned at Firstbank Corporation's expense as soon as practicable following the expiration date. Firstbank Corporation reserves the right, in its sole discretion, to purchase more than 500,000 shares pursuant to the offer, subject to applicable law. Upon the terms and conditions of Firstbank Corporation's offer, if more than 500,000 shares are properly tendered and not properly withdrawn, Firstbank Corporation will purchase properly tendered shares in the following order: o First, all shares properly tendered and not properly withdrawn by any "odd lot holder" (as defined below) who: o tenders all shares owned (beneficially or of record) by the odd lot holder (tenders of less than all the shares owned will not qualify for this preference); and o completes the section entitled "Odd Lots" in the letter of transmittal and, if applicable, in the notice of guaranteed delivery; and o Second, after the purchase of all the shares properly tendered by odd lot holders and subject to the conditional tender procedures described in Section 6 of the Offer to Purchase, all other shares properly tendered, on a pro rata basis with appropriate adjustments to avoid purchases of fractional shares. A TENDER OF YOUR SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER YOUR SHARES HELD BY US FOR YOUR ACCOUNT. Accordingly, please use the attached "Instruction Form" to instruct us as to whether you wish us to tender any or all of the shares we hold for your account on the terms and subject to the conditions of the tender offer. We Call Your Attention to the Following: 1. You should consult with your broker regarding the possibility of designating the priority in which your shares will be purchased in the event of proration. 2. The tender offer is not conditioned upon any minimum number of shares being tendered. The tender offer is, however, subject to certain other conditions described in the Offer to Purchase. 3. The tender offer and withdrawal rights will expire at 5:00 p.m., Eastern time on Friday, July 30, 2004, unless Firstbank Corporation extends the tender offer. 4. The tender offer is for 500,000 shares, constituting approximately 8.9% of the shares outstanding as of June 15, 2004. 5. Tendering shareholders who are registered shareholders or who tender their shares directly to Registrar and Transfer Company as the depositary, will not be obligated to pay any brokerage commissions or fees, solicitation fees, or, except as set forth in the Offer to Purchase and the letter of transmittal, stock transfer taxes on Firstbank Corporation's purchase of shares under the tender offer. 6. If you are an odd lot holder, meaning that you own beneficially or of record an aggregate of fewer than 100 shares (not including shares held indirectly in the Firstbank Corporation Stock Fund in the Firstbank Corporation 401(k) Plan), and you instruct us to tender on your behalf all such shares before the expiration date and check the box captioned "Odd Lots" in the attached instruction form, Firstbank Corporation, upon the terms and subject to the conditions of the tender offer, will accept all such shares for purchase before proration, if any, of the purchase of other shares properly tendered and not properly withdrawn. 7. The Board of Directors of Firstbank Corporation has approved the tender offer. However, neither Firstbank Corporation nor its Board of Directors nor the dealer manager/information agent makes any recommendation to shareholders as to whether they should tender or not tender their shares. Shareholders must make their own decision as to whether to tender their shares and, if so, how many shares to tender. 8. If you wish to have us tender any or all of your shares, please so instruct us by completing, executing, detaching and returning to us the attached Instruction Form. If you authorize us to tender your shares, we will tender all such shares unless you specify otherwise on the attached Instruction Form. Please forward your Instruction Form to us as soon as possible to allow us ample time to tender your shares on your behalf prior to the expiration of the offer. The tender offer is being made solely under the Offer to Purchase and the related letter of transmittal and is being made to all record holders of shares. The tender offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares residing in any jurisdiction in which the making of the tender offer or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. EX-99.A6 7 ex99a1vi.txt EXHIBIT 99(a)(1)(vi) INSTRUCTION FORM INSTRUCTIONS FOR TENDER OF SHARES OF FIRSTBANK CORPORATION By signing this instruction form you acknowledge receipt of our letter and the enclosed Offer to Purchase, dated June 15, 2004, and the related letter of transmittal in connection with the offer by Firstbank Corporation, a Michigan corporation, to purchase shares of its common stock, no par value. Firstbank Corporation is offering to purchase up to 500,000 shares at a price of $30.00 per share, net to the seller in cash, without interest. Firstbank Corporation's offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related letter of transmittal, which, as they may be amended or supplemented from time to time, together constitute the offer. This will instruct us to tender to Firstbank Corporation, on your behalf, the number of shares indicated below (or if no number is indicated below, all shares) which are beneficially owned by you but registered in our name, upon the terms and subject to the conditions of the offer. - -------------------------------------------------------------------------------- Number of shares to be tendered: _______________________________________ shares (Unless otherwise indicated, it will be assumed that all shares held by us for your account are to be tendered.) - -------------------------------------------------------------------------------- ODD LOTS (See Instruction 11 to the Letter of Transmittal) Complete this section only if you own, or are tendering on behalf of a person who owns, beneficially or of record, an aggregate of fewer than 100 shares and are tendering all of your shares. You either (check one box): |_| are the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered; or |_| are a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s) shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 shares and is tendering all of the shares. CONDITIONAL TENDER You may condition your tender of shares on Firstbank Corporation purchasing a specified minimum number of your tendered shares, all as described in Section 6 of the Offer to Purchase. Unless the minimum number of shares you indicate below is purchased by Firstbank Corporation in the offer, none of the shares you tendered will be purchased. It is your responsibility to calculate that minimum number of shares that must be purchased if any are purchased, and you are urged to consult your own tax advisor before completing this section. Unless this box has been checked and a minimum number of shares specified, your tender will be deemed unconditional. |_| The minimum number of shares that must be purchased, if any are purchased, is:_____________ shares. If because of proration, the minimum number of shares that you designated above will not be purchased, Firstbank Corporation may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, you must have tendered all your shares and checked this box: |_| The tendered shares represent all shares held by me. THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY. - -------------------------------------------------------------------------------- SIGN HERE:______________________________________________________________________ Signature(s):___________________________________________________________________ Print Name(s):__________________________________________________________________ Address(es):____________________________________________________________________ Area Code and Telephone Number:_________________________________________________ Taxpayer Identification or Social Security Number:______________________________ Date:___________________, 2004 - -------------------------------------------------------------------------------- EX-99.A7 8 ex99a1vii.txt EXHIBIT 99(a)(1)(vii) FirstBank CORPORATION [LOGO] June 15, 2004 Dear Shareholder: We are offering to purchase up to 500,000 of our common shares (approximately 8.9% of our currently outstanding shares) from our shareholders at a cash price of $30.00 per share. A copy of the Offer to Purchase and the related materials are enclosed. If you own less than 100 shares and tender all of your shares, you will receive priority and have all of your shares purchased even if more than 500,000 shares are tendered. No brokerage fees or commissions will be charged to you if you tender your shares. Our Board of Directors has determined that the purchase of our own shares at this time presents an effective way to utilize our current strong capital base and increase value to our shareholders. Additionally, we believe that this offer is beneficial to our shareholders because it will provide liquidity by giving shareholders an opportunity to sell all or a part of their investment in us on potentially more favorable terms than would otherwise be the case. We encourage each shareholder to read carefully the Offer to Purchase and related materials before making any decision with respect to the tender offer. Neither we nor our Board of Directors make any recommendation whether to tender shares to us. You should make your decision independently after consulting with your advisors. To assist us with this offer, we have engaged Howe Barnes Investments, Inc. to serve as the Information Agent and Dealer Manager. Representatives from Howe Barnes Investments, Inc. may contact you by phone to make sure you have received the Offer to Purchase and related materials and to answer any questions you may have. If you need information or additional forms, please call Howe Barnes Investments, Inc., toll free, at (800) 929-4693. If you intend to deliver documents to the depositary, Registrar and Transfer Company, by mail, we recommend that you use registered mail with return receipt requested, properly insured. Unless otherwise extended, the offer will expire at 5:00 p.m. Eastern time on Friday, July 30, 2004. We again encourage you to read carefully the enclosed materials. Sincerely, Thomas R. Sullivan Chief Executive Officer and President EX-99.A8 9 exhibita1viii.txt EXHIBIT 99(a)(1)(viii) GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATIOTN NUMBER ON SUBSTITUTE FORM W-9 GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER. - -- Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. - -------------------------------------------------------------------------------- For this type of account: Give the SOCIAL SECURITY number of - -------------------------------------------------------------------------------- 1. An individual's account The individual 2. Two or more individuals (joint The account owner of the account account) or, if combined funds, the first individual on the account (1) 3. Custodian account of a minor The minor(2) Act) (Uniform gift to Minors 4. a. The usual revocable savings The grantor-trustee(1) trust account (grantor is also trustee) b. So-called trust account that is The actual owner(1) not a legal or valid trust under state law. 5. Sole proprietorship account The owner(3) 6. A valid trust, estate, or pension Legal entity (Do not furnish the trust TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) (4) 7. Corporate account The corporation 8. Partnership The partnership 9. Association, club, religious, The organization charitable, educational or other tax-exempt organization 10. A broker or registered nominee The broker or nominee 11. Account with the Department of The public entity Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments - -------------------------------------------------------------------------------- NOTE: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. (1) List first and circle the name of the person whose number you furnish. (2) Circle the minor's name and furnish the minor's social security number. (3) Show the name of the owner. (4) List first and circle the name of the legal trust, estate, or pension trust GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 OBTAINING A NUMBER non-resident aliens. o Payments on tax-free If you don't have a taxpayer covenant bonds under identification number or you Section 1451 of the Code. don't know your number, obtain Form SS-5, Application for a o Payments made by certain Social Security Card, or Form foreign organizations. SS-4, Application for Employer o Payments made to a Identification Number (for nominee. business and all other o Mortgage interest paid to entities), at the local office you. of the Social Security EXEMPT PAYEES DESCRIBED ABOVE Administration or the Internal SHOULD FILE A FORM W-9 TO Revenue Service and apply for AVOID POSSIBLE ERRONEOUS a number. BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYER, FURNISH PAYEES EXEMPT FROM BACKUP YOUR TAXPAYER IDENTIFICATION WITHHOLDING Payees NUMBER, WRITE "EXEMPT" ON THE specifically exempted from FACE OF THE FORM, SIGN AND backup withholding on ALL DATE THE FORM AND RETURN IT TO payments include the THE PAYER. IF YOU ARE A following: o An organization NONRESIDENT ALIEN OR A FOREIGN exempt from tax under Section ENTITY NOT SUBJECT TO BACKUP 501(a) of the Internal Revenue WITHHOLDING, FILE WITH A PAYER Code of 1986, as amended (the A COMPLETED INTERNAL REVENUE "Code"), any IRA, or a FORM W-8 (CERTIFICATE OF custodial account under FOREIGN STATUS). Section 403(b)(7), if the Certain payments other account satisfies the than interest, dividends, and requirements of Section patronage dividends that are 401(f)(2). not subject to information reporting are also not subject o The United States or any to backup withholding. For of its agencies or details, see the regulations instrumentalities. under Sections 6041, 6041A(a), o A State, the District of 6042, 6044, 6045, 6049, 6050A Columbia, a possession of and 6050N of the Code and the the United States, or any regulations promulgated of their political thereunder. subdivisions or instrumentalities. PRIVACY ACT NOTICE. -- Section o A foreign government, a 6109 requires most recipients political subdivision of of dividend, interest, or a foreign government, or other payments to give any agency or taxpayer identification instrumentality thereof. numbers to payers who must o An international report the payments to the organization or any IRS. The IRS uses the numbers agency or instrumentality for identification purposes, thereof. Other payees and to help verify the that may be exempt from accuracy of your tax return. backup withholding The IRS may also provide this include: information to the Department of Justice for civil and o A corporation. criminal litigation and to o A foreign central bank of cities, states, and the issue. District of Columbia to carry o A dealer in securities or out their tax laws. Payers commodities required to must be given the number register in the U.S., the whether or not recipients are District of Columbia or a required to file tax returns. possession of the U.S. - Payers must generally withhold A real estate investment 30% of taxable interest, trust. dividend, and certain other o An entity registered at payments to a payee who does all times during the tax not furnish a taxpayer year under the Investment identification number to a Company Act of 1940. o A payer. Certain penalties may common trust fund also apply. operated by a bank under Section 584(a) of the PENALTIES Code. - A financial (1) PENALTY FOR FAILURE TO institution. o A FURNISH TAXPAYER middleman known in the IDENTIFICATION NUMBER. -- If investment community as a you fail to furnish your nominee or who is listed correct taxpayer in the most recent identification number to a publication of the payer, you are subject to a American Society of penalty of $50 for each such Corporate Securities, failure unless your failure is Inc. Nominee List. due to reasonable cause and o A trust exempt from tax not to willful neglect. under Section 664 or described in Section (2) CIVIL PENALTY FOR FALSE 4947(a)(1) of the Code. INFORMATION WITH RESPECT TO Payments of dividends and WITHHOLDING. -- If you make a patronage dividends not false statement with no generally subject to reasonable basis that results backup withholding in no imposition of backup include the following: withholding, you are subject o Payments to nonresident to a penalty of $500. aliens subject to withholding under Section (3) CRIMINAL PENALTY FOR 1441 of the Code. FALSIFYING INFORMATION. -- o Payments to partnerships Willfully falsifying not engaged in a trade or certifications or affirmations business in the U.S. and may subject you to criminal which have at least one penalties including fines nonresident partner. and/or imprisonment. o Payments of patronage dividends where the FOR ADDITIONAL INFORMATION amount received is not CONTACT YOUR TAX CONSULTANT OR paid in money. THE INTERNAL REVENUE SERVICE. o Payment made by certain foreign organizations. - Section 404(k) payments made by an ESOP. Payments of interest not generally subject to backup withholding include the following: o Payments of interest on obligations issued by individuals. NOTE: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer's trade or business and you have not provided your correct taxpayer identification number to the payer. o Payments of tax-exempt interest (including exempt-interest dividends under Section 852 of the Code). o Payments described in Section 6049(b)(5) of the Code to EX-99.A9 10 ex99a1ix.txt EXHIBIT 99(a)(1)(ix) PRESS RELEASE Firstbank Corporation Contacts: Samuel G. Stone 311 Woodworth Avenue Executive Vice President Alma, Michigan 48801 and Chief Financial Officer NASDAQ Symbol: FBMI Phone: (989) 466-7325 For Immediate Release June 15, 2004 FIRSTBANK CORPORATION ANNOUNCES TENDER OFFER TO PURCHASE UP TO 500,000 SHARES OF OUTSTANDING STOCK Alma, Michigan, June 15, 2004 -- Thomas R. Sullivan, Chief Executive Officer and President of Firstbank Corporation ("Firstbank") (Nasdaq: FBMI) today announced that Firstbank will repurchase up to 500,000 shares, or approximately 8.9% of its shares of common stock currently outstanding, through a tender offer for the shares at $30.00 per share. Under the tender offer, shareholders will have the opportunity to sell part or all of their shares to Firstbank at the cash purchase price of $30.00 per share. If more than the maximum number of shares sought is tendered, tendering shareholders owning fewer than 100 shares will have their shares purchased without pro-ration and other shares will be purchased pro rata. Shareholders will, in general, be able to tender their shares free of all brokerage commissions and stock transfer taxes, if any, which will be paid by Firstbank. The offer to purchase shares will begin June 15, 2004 and expire on July 30, 2004, unless extended. Mr. Sullivan stated, "We believe this tender offer is an effective use of our capital which will increase value and provide additional liquidity to our shareholders." Neither Firstbank nor its board of directors makes any recommendation to any shareholder as to whether to tender or refrain from tendering any or all of such shareholder's shares in the offer and has not authorized any person to make any such recommendation. This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of Firstbank common stock. The offer is made by the tender offer materials, including the Offer to Purchase, dated June 15, 2004, and the related Letter of Transmittal. The Offer to Purchase, Letter of Transmittal and other related materials will be available free of charge from the Dealer/Manager/Information Agent for the offer, Howe Barnes Investments, Inc., (phone number 800-929-4693 toll free). The Offer to Purchase, Transmittal Letter, and other related materials are being mailed to shareholders on or about June 16, 2004, and will be made available for distribution to beneficial owners. SHAREHOLDERS ARE URGED TO READ THESE MATERIALS CAREFULLY BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER. Firstbank Corporation, headquartered in Alma, Michigan is currently a five bank financial services company with assets of $772 million and 35 banking offices located in central and northeast Michigan. Bank subsidiaries include: Firstbank - - Alma; Firstbank (Mt. Pleasant); Firstbank - West Branch; Firstbank - Lakeview; and Firstbank - St. Johns. Other corporate affiliates include 1st Armored, Inc.; 1st Title; Gladwin Land Company, Inc.; and C. A. Hanes Realty, Inc. Investment services are available through affiliations with CB Wealth Management, MML Investors Services, Inc., and Raymond James Financial Services Inc. The foregoing material may contain forward-looking statements. Firstbank cautions that such statements may be subject to a number of uncertainties and actual results could differ materially and, therefore, readers should not place undue reliance on any forward-looking statements. EX-99.A10 11 ex99a1x.txt EXHIBIT 99(a)(1)(x) Firstbank CORPORATION [LOGO] Questions and Answers about the Offer of Firstbank Corporation to Purchase for Cash up to 500,000 Shares of its Common Stock at a Purchase Price of $30.00 per Share June 15, 2004 ------------------------------------------- Questions and Answers about the Offer of Firstbank Corporation to Purchase its Common Stock The following information is designed to answer frequently asked questions about the Offer by Firstbank Corporation to purchase up to 500,000 of its common shares. Shareholders are referred to the Offer to Purchase and Letter of Transmittal for a detailed description of the terms and conditions of the offer. Q. What is this offer to purchase? A. Firstbank Corporation is inviting its shareholders to tender shares of its common stock, no par value, at a price of $30.00 per share in cash upon the terms and subject to the conditions set forth in its Offer to Purchase, dated June 15, 2004, and in the enclosed Letter of Transmittal. Q. Why is Firstbank Corporation making this offer to purchase? A. Firstbank Corporation is making this offer because its management believes that the purchase of shares is an attractive use of part of Firstbank Corporation's available capital that should result in an increase of earnings per share and return on equity. This offer will also provide liquidity to the shareholders by giving them an opportunity to sell all or part of their investment in the shares on potentially more favorable terms than would otherwise be available in the financial markets. Increased liquidity is important because we expect that Firstbank Corporation may be removed from the Russell 3000 Index when the index is reconstituted on June 25, 2004. Mutual funds based on the Russell 3000 Index will be required to sell our shares and this offer provides enhanced liquidity. Q. What is the market price for Firstbank Corporation common shares in relation to the purchase price in this offer? A. The purchase price in this offer is $30.00 per share. On June 10, 2004, the closing price for the shares on the NASDAQ Stock Market was $27.08 per share on volume of 12,900 shares. You should obtain current market quotations for Firstbank Corporation common shares prior to making a decision regarding the offer. The trading symbol for Firstbank Corporation common shares is "FBMI." Q. What will happen if more than 500,000 shares are tendered? A. In the event more than 500,000 shares are tendered, shares tendered will be acquired by Firstbank Corporation (a) first from any shareholder who owns, beneficially or of record, an aggregate of fewer than 100 shares and who validly tenders all of his or her shares, and (b) then from all other tendering shareholders subject to proration as described in the Offer to Purchase. We reserve the right to purchase additional shares up to 2% of the outstanding shares, subject to applicable legal requirements. Q. How do I tender my shares? A. If you hold your shares in certificate form, you must return a properly completed Letter of Transmittal (the blue form) and any other documents required by the Letter of Transmittal, together with the certificates for the shares being tendered, to the depositary, Registrar and Transfer Company, which must be received by them by 5:00 p.m. Eastern time on Friday, July 30, 2004. If you hold your shares in book-entry form in the Firstbank Corporation Dividend Reinvestment Plan, you must return a properly completed Letter of Transmittal (the blue form) and any other documents required by the Letter of Transmittal, to the depositary, Registrar and Transfer Company, which must be received by them by 5:00 p.m. Eastern time on Friday, July 30, 2004. Shares held in our Dividend Reinvestment Plan include shares you hold directly in book-entry form, shares purchased upon reinvestment of dividends, and shares purchased with employee contributions to our Employee Stock Purchase Plan. Participants in the Firstbank Corporation 401(k) Plan are not eligible to tender shares they hold indirectly in the Firstbank Corporation Stock Fund in the 401(k) Plan. Q. How do I tender my shares if my shares are held by my broker? A. If your shares are registered in street name with a broker, dealer, commercial bank, trust company or other nominee, you will need to contact your broker, bank or other nominee and instruct the nominee to make the tender of your shares for you. You cannot tender your shares using the Letter of Transmittal even though you may have received one for your information. If you are a broker and are tendering shares in book-entry form for your customers, you must comply with the book-entry delivery procedure described in Section 3 of the Offer to Purchase. Q. What do I do if I have lost my certificates, or if they have been mutilated, destroyed or stolen, but I still want to tender them? A. You should indicate that the certificates have been lost by completing the box concerning lost certificates in the Letter of Transmittal and by signing the box labeled "Affidavit for Lost Stock Certificates," and deliver the Letter of Transmittal to the depositary after properly completing and duly executing it. Q. Do I have to sell my shares to Firstbank Corporation? A. No. No shareholder is required to tender any shares. Q. What happens if I do not tender my shares to Firstbank Corporation to purchase? A. Nothing will happen if you do not tender any or all of your shares. Your shares will remain outstanding without a change in the terms or ownership rights. You will continue to own the same number of shares without any adjustment, and you will continue to receive the same dividend and voting rights. However, as Firstbank Corporation will purchase up to 500,000 of its outstanding shares, the percentage of the outstanding shares which you own will increase due to the reduction in the number of outstanding shares. 2 Q. What if the terms of the offer change? A. In the event the expiration date is extended or if the terms of the offer are materially changed, Firstbank Corporation will give notice of the change. Under some circumstances, for example, if we increase or decrease the price to be paid for the shares, we will extend the tender offer for an additional ten business days from the date we give notice of the change, during which you may withdraw your tender. Q. Is there any brokerage commission? A. No. Firstbank Corporation will purchase shares directly from each shareholder at the purchase price without the use of a broker. If you hold shares through a broker or bank, however, you should ask your broker or bank to see if you will be charged a fee to tender your shares. Q. Can I change or cancel my tender? A. You may increase or decrease the number of shares indicated in the Letter of Transmittal or withdraw it entirely up until 5:00 p.m., Eastern time on Friday, July 30, 2004. If you desire to change or withdraw your tender, you are responsible to make certain that a valid withdrawal is received by the July 30, 2004 deadline. Except as discussed in the Offer to Purchase, tenders are irrevocable after the July 30, 2004 deadline. Q. Can you summarize the process by which shares are validly tendered? A. Generally, for certificated shares you must complete the Letter of Transmittal (the blue form) as follows: o List the certificates and the number of shares that you are tendering in the box captioned "Description of Shares Tendered." o If you hold your shares directly in book-entry form in the Firstbank Corporation Dividend Reinvestment Plan, list the number of shares that you are tendering in the box captioned "Description of Shares Tendered" and mark "DRP" in the column labeled "Certificate Number(s) or if applicable indicate "DRP". o If you want to give us special payment instructions, complete the box captioned "Special Payment Instructions." o If you want to give us special delivery instructions, complete the box captioned "Special Delivery Instructions." o If you are an odd lot holder with less than 100 shares who is tendering all your shares, complete the box captioned "Odd Lots." o If you want to make a conditional tender of shares, complete the box captioned "Conditional Tender." o If your shares are being delivered by book-entry transfer to Registrar and Transfer Company's account at DTC, complete the box that begins "Check here if tendered shares are being delivered by book-entry transfer to the Depositary's account at the Book-Entry Transfer Facility and complete the following." o Complete the substitute Form W-9 to certify your tax identification number. o Sign the Letter of Transmittal in the box captioned "Signature(s) Required" (in certain circumstances, signatures must be guaranteed in the next box captioned "Signature(s) Guarantee Required.") To validly tender your shares, you must either deliver your share certificates or comply with the book-entry delivery requirements. See Section 3 of the Offer to Purchase. These documents must be received by the depositary no later than 5:00 p.m., Eastern time, on July 30, 2004, unless you comply with the procedures for guaranteed delivery as described on the Offer to Purchase. If you are tendering shares held by a broker, commercial bank, trust company or other nominee, you must complete the "Instruction Form, Instructions for Tender of Shares of Firstbank Corporation" (the white form) as follows: 3 o Indicate the number of shares you want tendered by the broker, commercial bank, trust company or other nominee. o If you are an odd lot holder with less than 100 shares who is tendering all your shares, complete the box captioned "Odd Lots." o If you want to make a conditional tender of shares, complete the box captioned "Conditional Tender." o Sign the Instruction Form and complete the address, phone number, date and tax identification number information. o Forward the Instruction Form to the broker, commercial bank, trust company or other nominee in ample time to allow a tender on your behalf on or before the expiration date of the Offer. Please see Section 3 of the Offer to Purchase and the Letter of Transmittal for more details about how to tender your shares. If you want to tender your shares but your share certificates are not immediately available or cannot be delivered to the depositary before the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, or if time will not permit all required documents to reach the depositary before the expiration date, you can still tender your shares, if all of the following conditions are satisfied: (1) the tender is made by or through an eligible guarantor institution, (2) the depositary receives by hand, mail, overnight courier or facsimile transmission, before the expiration date, a properly completed and duly executed Notice of Guaranteed Delivery (the yellow form) in the form provided with the Offer to Purchase, specifying the price at which shares are being tendered, including (where required) signature guarantees by an eligible guarantor institution in the form set forth in the Notice of Guaranteed Delivery; and (3) all of the following are received by the depositary within three Nasdaq trading days after the date of receipt by the depositary of the Notice of Guaranteed Delivery: (i) one of (a) the certificates for the shares or (b) a confirmation of receipt of the shares pursuant to the procedure for book-entry transfer, (ii) one of (a) a properly completed and executed Letter of Transmittal or a manually executed facsimile of it, including any required signature guarantees, or (b) an agent's message in the case of a book-entry transfer; and (iii) any other documents required by the Letter of Transmittal. Q. Is Firstbank Corporation making any recommendation as to whether shareholders should tender their shares? A. Neither Firstbank Corporation nor its Board of Directors makes any recommendation to any shareholder as to whether to tender all or any shares. Directors, officers and employees of Firstbank Corporation who own shares are permitted to participate in this offer on the same basis as our other shareholders. One of our officers has indicated to us that he intends to tender approximately 3,000 shares pursuant this offer. However, he has not committed to the offer and he is not obligated to tender their shares. Each shareholder must make his or her own decision as to whether to tender shares and, if so, how many shares to tender. There is no assurance that the market price for the shares will remain at the offer price for any length of time following the expiration of the offer or that Firstbank Corporation will initiate other repurchases of its shares in the future. Q. How can I get more information? A. If you have any questions, please call our Dealer Manager/Information Agent, Howe Barnes Investments, Inc., at (800) 929-4693, from 8:30 a.m. to 4:30 p.m., Central time, or our Firstbank Corporation Call Center at (989) 466-7366 from 8:30 a.m. to 4:30 p.m., Eastern time, Monday through Friday. 4 This brochure is neither an Offer to Purchase nor a solicitation of an offer to sell securities. The Offer to Purchase the common shares of Firstbank Corporation is made only by the Firstbank Corporation Offer to Purchase document dated June 15, 2004 and the accompanying Letter of Transmittal. 5 EX-99.B 12 ex99b.txt EXHIBIT 99(b) PROMISSORY NOTE Executed as of the 28th day of June, 2004 Amount: $25,000,000 Due: June 28, 2005 A. LOANS, INTEREST RATE, FEES. FIRSTBANK CORPORATION, a Michigan corporation ("Borrower"), with its address at 311 Woodworth Avenue, Alma, Michigan 48801, for value received, promises to pay to the order of LASALLE BANK NATIONAL ASSOCIATION (hereinafter, together with any holder hereof, called "Bank"), at the main office of the Bank located at 135 South LaSalle Street, Chicago, Illinois 60603, the principal amount of TWENTY FIVE MILLION AND NO/100 DOLLARS ($25,000,000) or if less, the aggregate unpaid principal amount outstanding under this Promissory Note (this "Note") on June 28, 2005 (the "Maturity Date"), plus interest payable on September 28, 2004, December 28, 2004, and March 28, 2005, with a final payment of the outstanding principal balance under this Note plus all accrued interest on the Maturity Date. Principal borrowed hereunder may be repaid and reborrowed. The unpaid principal amount hereof shall bear interest from the date hereof until the Maturity Date, at the option of the Borrower at: (a) the "Prime Rate", which at any time, and from time to time, shall be the rate of interest then most recently announced by the Bank as its Prime Rate, which is not necessarily the Bank's lowest or most favorable rate of interest at any one time (the "Prime Rate") or (b) the LIBOR Rate (as hereinafter defined) for the "Interest Period" (as hereinafter defined) then in effect plus two and twenty five hundredths percent (2.25%). The Prime Rate and the LIBOR Rate shall be computed on the basis of a year consisting of 360 days and shall be paid for the actual number of days elapsed, unless otherwise specified herein. In addition to calculations of the Prime Rate as provided above, in the event that the Prime Rate announced is, from time to time hereafter, changed, adjustment in the Prime Rate shall be made on the effective date of such change in the Prime Rate. The Prime Rate, as adjusted shall apply to all obligations and liabilities of the Borrower hereunder (except as provided above with respect to "LIBOR Rate Loans" (as hereinafter defined)) owed on the date on which the adjustment is made and shall also apply to all obligations and liabilities of the Borrower hereunder owed during succeeding months until the Prime Rate is adjusted again. Bank shall use reasonable efforts to notify the Borrower of each change in the Prime Rate as soon as practicable, but the Borrower's obligation to pay all interest at the Prime Rate and "Default Interest Rate" (as hereinafter defined) as provided in this Note shall not be affected by, nor shall Bank have any liability for, any failure to so notify the Borrower. In no event shall the Prime Rate, LIBOR Rate, or the Default Interest Rate exceed the highest applicable rate permitted by law ("Maximum Rate"). If, in any month, the Prime Rate, LIBOR Rate, or the Default Interest Rate absent such limitation, would have exceeded the Maximum Rate, then the Prime Rate, LIBOR Rate, or the Default Interest Rate for that month shall be the Maximum Rate, and if in future months, the Prime Rate, LIBOR Rate, or the Default Interest Rate would otherwise be less than the Maximum Rate, then to the extent permitted by applicable law, the Prime Rate, LIBOR Rate, or the Default Interest Rate shall remain at the Maximum Rate until such time as the amount of interest paid hereunder equals the amount of interest which would have been paid if the same had not been limited by the Maximum Rate. "LIBOR Rate", which shall mean a per annum rate of interest equal to the offered rate for deposits in United States dollars for a period equal to such Interest Period (as such term is defined below) as published in Bloomberg's LIBOR BBA US Dollar Fixing Report at approximately 11:30 a.m. (London time) two Business Days prior to the first day of such Interest Period, such rate to remain fixed for the applicable Interest Period. "Interest Period" shall mean a three month period (except that the first and last periods of the Loan may be less than a three month period) as selected by the Borrower by notice given to the Bank not less than three banking days prior to the first day of each respective Interest Period; provided that: (i) the final Interest Period shall be such that its expiration occurs on or before the Maturity Date; and (ii) in the absence of an election to the contrary, any LIBOR Loan shall be renewed at the conclusion of a given Interest Period for another Interest Period as a LIBOR Loan. Interest on each LIBOR Loan shall be payable on the 28th day of each September, December and March and the Maturity Date, or after maturity on demand. Subject to the provisions of this Note, the Borrower shall have the option (i) as of any date, to convert all of a Prime Rate Loan to, or request that a new Loan be made as, a LIBOR Rate Loan (if Borrower requests a new advance under this Note as a LIBOR Rate Loan, the interest rate shall be fixed at the same rate as any existing LIBOR Rate Loans under this Note for the then remaining portion of the applicable Interest Period), (ii) as of the last day of any Interest Period, to continue all or any portion of the relevant LIBOR Rate Loan as a LIBOR Rate Loan; (iii) as of the last day of any Interest Period, to convert all or any portion of the LIBOR Rate Loans to a Prime Rate Loan; and (iv) at any time, to request new advances as Prime Rate Loans; provided, that advances hereunder may not be continued as or converted to a LIBOR Rate Loan, if the continuation or conversion thereof would violate any of the provisions of this Note or if an Event of Default has occurred and is continuing. Bank's determination of LIBOR as provided above shall be conclusive, absent manifest error. Furthermore, if Bank determines, in good faith (which determination shall be conclusive, absent manifest error), prior to the commencement of any Interest Period that (i) U.S. Dollar deposits of sufficient amount and maturity for funding the advances hereunder are not available to Bank in the London Interbank Eurodollar market in the ordinary course of business, or (ii) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be applicable to the Loans requested by the Borrower to be LIBOR Rate Loans or the Loans bearing interest at the rates set forth in this paragraph shall not represent the effective pricing to Bank for U.S. Dollar deposits of a comparable amount for the relevant period (such as for example, but not limited to, official reserve requirements required by Regulation D to the extent not given effect in determining the rate), Bank shall promptly notify the Borrower and (x) all existing LIBOR Rate Loans shall convert to Prime Rate Loans upon the end of the applicable Interest Period, and (y) no additional LIBOR Rate Loans shall be made until such circumstances are cured. If, after the date hereof, the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or in the interpretation or administration thereof by any governmental authority or any central bank or other fiscal, monetary or other authority having jurisdiction over Bank or its lending offices (a "Regulatory Change"), shall, in the opinion of -2- counsel to Bank, make it unlawful for Bank to make or maintain LIBOR Rate Loans, then the Bank shall promptly notify the Borrower and (i) the LIBOR Rate Loans shall immediately convert to Prime Rate Loans on the last Business Day of the then existing Interest Period or on such earlier date as required by law and (ii) no additional LIBOR Rate Loans shall be made until such circumstance is cured. If any Regulatory Change (whether or not having the force of law) shall (i) impose, modify or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for the account of or loans by, or any other acquisition of funds or disbursements by, Bank; (ii) subject Bank or the LIBOR Rate Loans to any Tax ("Tax" shall mean in relation to any LIBOR Rate Loans and the applicable LIBOR Rate, any tax, levy, impost, duty, deduction, withholding or charges of whatever nature required (i) to be paid by Bank and/or (ii) to be withheld or deducted from any payment otherwise required hereby to be made by the Borrower to Bank; provided, that the term "Tax" shall not include any taxes imposed upon the net income of Bank) or change the basis of taxation of payments to Bank of principal or interest due from the Borrower to Bank hereunder (other than a change in the taxation of the overall net income of Bank); or (c) impose on Bank any other condition regarding the LIBOR Rate Loans or Bank's funding thereof, and Bank shall determine (which determination shall be conclusive, absent any manifest error) that the result of the foregoing is to increase the cost to Bank of making or maintaining the LIBOR Rate Loans or to reduce the amount of principal or interest received by Bank hereunder, then the Borrower shall pay to Bank, on demand, such additional amounts as Bank shall, from time to time, determine are sufficient to compensate and indemnify Bank from such increased cost or reduced amount. Bank shall receive payments of amounts of principal of and interest with respect to the LIBOR Rate Loans free and clear of, and without deduction for, any Tax. If (1) Bank shall be subject to any Tax in respect of any LIBOR Rate Loans or any part thereof or, (2) the Borrower shall be required to withhold or deduct any Tax from any such amount, the LIBOR Rate applicable to such LIBOR Rate Loans shall be adjusted by Bank to reflect all additional costs incurred by Bank in connection with the payment by Bank or the withholding by the Borrower of such Tax and the Borrower shall provide Bank with a statement detailing the amount of any such Tax actually paid by the Borrower. Determination by Bank of the amount of such costs shall be conclusive, absent manifest error. If after any such adjustment any part of any Tax paid by Bank is subsequently recovered by Bank, Bank shall reimburse the Borrower to the extent of the amount so recovered. A certificate of an officer of Bank setting forth the amount of such recovery and the basis therefor shall be conclusive, absent manifest error. No more than one (1) Interest Period may be in effect with respect to outstanding LIBOR Rate Loans at any one time. In the event Borrower desires to borrow additional funds during which a LIBOR Loan is owing to Bank, Borrower may request additional LIBOR Loans, but such request shall be at the same interest rate already in effect for the then existing LIBOR Loan and any such requested advances shall be paid at the end of the applicable Interest Period. Additional advances made under this provision may be for Interest Periods less than three months. The Borrower shall indemnify Bank against any loss, fee, claim, damage, liability or expense which Bank may sustain or incur (including, but not limited to, any loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain an advance or any part thereof as a LIBOR Rate -3- Loan) as a consequence of (i) any failure by the Borrower to fulfill on the date of any borrowing hereunder the applicable conditions set forth in this Note, (ii) any failure by the Borrower to borrow hereunder after notice of borrowing pursuant to this Note has been given, (iii) any payment, prepayment or conversion of a LIBOR Rate Loan required by any other provision of this Note or otherwise made on a date other than the last day of the applicable Interest Period, (iv) any Regulatory Change, (v) or the occurrence of any Event of Default. Such loss or reasonable expense shall include, without limitation, an amount equal to (1) the excess, if any, as reasonably determined by Bank of its cost of obtaining the funds for the advance being paid, prepaid or converted or not borrowed (based on the Libor Rate applicable thereto) for the period from the date of such payment, prepayment or conversion or failure to borrow to the last day of the Interest Period for such advance (or, in the case of a failure to borrow, the Interest Period for such advance which would have commenced on the date of such failure to borrow) over the amount of interest (as reasonably determined by Bank) that could be realized by Bank in re-employing during such period the funds so paid, prepaid or converted or not borrowed, or (2) any loss of yield or cost due to a Regulatory Change. A certificate of Bank setting forth any amount or amounts which Bank is entitled to receive pursuant hereto shall be conclusive absent manifest error. Notwithstanding any other provision of this Note, Bank shall be entitled to fund and maintain its funding of all or any part of its advances in any manner it sees fit, it being understood, however, that for the purposes of this Note all determinations hereunder shall be made as if Bank had actually funded and maintained each LIBOR Rate Loan through the purchase of deposits in the interbank market having a maturity corresponding to such LIBOR Rate's Interest Period and bearing an interest rate equal to the Libor Rate for such Interest Period. Interest after maturity (whether by reason of acceleration or otherwise) shall be paid on the unpaid balance at the rate equal to the sum of (a)(i) two percent (2%) plus (ii) the Prime Rate (the "Default Interest Rate"). The following definitions shall apply to the interest rate provisions of this Note: "Banking Day" shall mean any other day other than a Saturday, a Sunday or (i) with respect to all matters, determinations, fundings and payments in connection with LIBOR Rate Loans, any day on which banks in London, England or Chicago, Illinois are required or permitted to close, and (ii) with respect to all other matters, any day that banks in Chicago, Illinois are required or permitted to close. B. PREPAYMENT, PAYMENT. This Note may be prepaid in whole or in part without premium or penalty; provided, however, no portion of a LIBOR Rate Loan shall be prepaid on a date other than the last day of an applicable Interest Period. The Borrower hereby authorizes the Bank to charge any account of the Borrower for all sums due hereunder. Principal payments submitted in funds not available until collected shall continue to bear interest until collected. If payment hereunder becomes due and payable on a Saturday, Sunday or legal holiday under the laws of the United States or the State of Illinois, the -4- due date thereof shall be extended to the next succeeding business day, and interest shall be payable thereon at the rate specified during such extension. C. ADVANCES. This Note evidences a revolving line of credit under which Borrower is indebted to Bank and evidences the aggregate unpaid principal amount of all advances made or to be made by Bank to Borrower under the Note. The Borrower shall be permitted to borrow, repay and reborrow under this Note such sums as the Borrower may request under Section C hereunder. All advances and repayments hereunder shall be evidenced by entries on the books and records of Bank which shall be presumptive evidence of the principal amount and interest owing and unpaid on this Note, or any renewal or extension hereof. The failure to so record any such amount or any error so recording any such amount shall not, however, limit or otherwise affect the obligations and liabilities of the Borrower hereunder (the "Obligations") or under any note to repay the principal amount of the Obligations together with all interest accruing thereon. Each request by the Borrower for an advance shall be delivered to the Bank by a written notice or facsimile ("Borrowing Notice") of any person whose authority to so act has not been revoked by the Borrower, on or before 2:00 p.m. (Chicago time), on the day an advance is to be made, if a Prime Rate Loan, or on or before 11:00 a.m. (Chicago time) two (2) Banking Days prior to the date an advance is to be made, if a LIBOR Rate Loan, and shall be accompanied by a designation whether the advance is to be a LIBOR Rate Loan or a Prime Rate Loan, and if such advance is to be a LIBOR Rate Loan, the Interest Period with respect thereto. If such request for an advance is received by Bank before 2:00 p.m. (Chicago time) on the day a Prime Rate Loan is to be made or before 11:00 a.m. (Chicago time) two (2) Banking Days prior to the date a LIBOR Rate Loan is to be made, subject to the other terms and conditions of this Note, the Bank will make such advance on the applicable day on which such advance is to be funded hereunder, subject to any delays beyond Bank's reasonable control, provided that Bank shall not be liable for any damages or liabilities for the failure to so make any advance on the day requested unless such failure was due to Bank's gross negligence or wilful misconduct. If no election as to the type of advance is specified in any such Borrowing Notice by the Borrower, then such advance shall be a Prime Rate Loan. Each request for a Prime Rate Loan shall be in a minimum amount of $10,000. Notwithstanding anything contained in this Note to the contrary, each request for a LIBOR Rate Loan shall be in a minimum amount of $500,000 and in minimum increments of $100,000. Any such advances shall be conclusively presumed to have been made by Bank to or for the benefit of the Borrower. The Borrower does hereby irrevocably confirm, ratify and approve all such advances by Bank and does hereby indemnify Bank against losses and reasonable expenses (including court costs, attorneys' and paralegals' fees) and shall hold Bank harmless with respect thereto. D. COLLATERAL. Pursuant to the Pledge Agreement and Security Agreement dated as of May 30, 2003, the Borrower has assigned, transferred, pledged and delivered to the Bank as collateral for all of the Borrower's obligations hereunder, 100% of the capital stock of Firstbank-Alma, Firstbank (Mt. Pleasant) and Firstbank-West Branch (hereinafter collectively referred to as the "Subsidiaries"). -5- E. COVENANTS. The Borrower hereby covenants and agrees with Bank that, until the Obligations of the Borrower to the Bank have been satisfied and discharged in full, the Borrower will comply with the following covenants, unless the Bank shall give its prior written consent to the contrary: (1) the shares of the Subsidiaries pledged to the Bank by the Borrower shall at all times constitute not less than 100% of the outstanding capital stock of each of said banks; (2) the Borrower shall cause to be furnished to the Bank: (a) as soon as practicable, and in no event later than forty-five (45) days after the end of each of the first three calendar quarterly periods of the Borrower, a copy of the balance sheet, profit and loss statement, surplus statement and any supporting schedules prepared in accordance with GAAP; and all financial statements, including, but not limited to, all call reports of the the Borrower, filed with any state or federal bank regulatory authority; (b) as soon as practicable, and in no event later than one hundred twenty (120) days after the end of each fiscal year, a copy of: the consolidated balance sheets as of the end of such year and of the consolidated profit and loss and surplus statements for the Borrower and its subsidiaries prepared by an independent certified public accounting firm reasonably satisfactory to the Bank, and accompanied by an unqualified opinion; and all financial statements and reports, including, but not limited to call reports and annual reports, filed annually with state or federal regulatory authorities ; (3) as soon as practicable, and in no event later than forty-five (45) days after the end of each accounting quarter, a call report on the Subsidiaries as of the end of such period, which call report shall include all schedules sent to the appropriate regulatory agencies, including an income statement, balance sheet, and surplus statement, setting forth in each case in comparative form figures for the corresponding period in the previous fiscal year (to the extent comparative figures are available) all in reasonable detail and certified by a principal financial officer of the applicable Subsidiary that the statements fairly present the financial condition of such bank as of the balance sheet date and the results of its operations for the period shown; (3) maintain such capital as is necessary to cause the the Borrower to be well capitalized in accordance with the regulations of the Board of Governors of the Federal Reserve System ("FRS") and any requirements or conditions that the FRS has or may impose on the Borrower; (4) maintain such capital as is necessary to cause the Subsidiaries, on a consolidated basis, to be classified as a "well capitalized" institution in accordance with the regulations of the Federal Deposit Insurance Corporation ("FDIC"), currently measured on the basis of information filed by such subsidiaries in its quarterly Consolidated Report of Income and Condition (the "Call Report") as follows: (a) Total Capital to Risk-Weighted Assets of not less than 10%; (b) Tier 1 Capital to Risk-Weighted Assets of not less than 6%; and (c) Tier 1 Capital to average Total Assets of not less than 5% (for the purposes of this subsection (c) the average Total Assets shall be determined on the basis of information contained in the preceding four (4) Call Reports); F. EVENTS OF DEFAULT. The Borrower, without notice or demand of any kind, shall be in default hereunder if: (1) any amount payable on any of the Obligations is not paid within ten (10) days after written notice thereof from Bank to the Borrower; or (2) the Borrower shall otherwise fail to perform any of the promises to be performed by the Borrower hereunder or under any other security agreement, pledge agreement or other agreement with Bank which secures the Loan and such failure continues for thirty (30) days after notice thereof from Bank to the Borrower; or (3) the Borrower or any other party liable with respect to the Obligations, or any guarantor or accommodation endorser or third party pledgor, shall make any assignment for the benefit of creditors, or there shall be commenced any bankruptcy, receivership, insolvency, reorganization, dissolution or liquidation proceedings by or against, or the entry of any judgment -6- in excess of $500,000 which judgment shall remain unsatisfied or undischarged and in effect for forty-five (45) days without a stay of enforcement or execution thereof or posting of a bond pending appeal, or the levy, attachment, garnishment or the filing of any lien against the Borrower or any guarantors, or any other party liable with respect to the Obligations, or accommodation endorser or third party pledgor for any of the Obligations, or any of the collateral under a separate security or pledge agreement signed by any one of them; provided, however, if (i) a mechanic's lien shall have been filed against any property of any of the above parties, it shall not be considered a default hereunder unless such mechanic's lien shall not have been released prior to or in connection with the sale of such property or (ii) if dissolution proceedings shall be commenced by or against any of the above parties, it shall not be considered a default hereunder if a successor acceptable to Bank assumes the obligations of the Borrower or any guarantors, or any other party liable with respect to the Obligations, or accommodation endorser or third party pledgor for any of the Obligations; or (4) any written warranty, representation, certificate or statement of the Borrower to the Bank is untrue in any material respect; or (5) the Borrower shall make any material amendment to its Charter or Articles of Incorporation; or (6) the Borrower creates, incurs, grants, pledges, permits or suffers to exist, any lien, charge, security interest, pledge or any encumbrance upon the shares of the Subsidiaries; or (7) a default or event of default occurs under any of the agreements, instruments or documents evidencing any indebtedness of the Borrower, and any applicable grace or cure periods shall have expired. G. REMEDIES. Whenever the Borrower shall be in default as aforesaid due to a violation of the covenants set forth in subsection E hereunder, the entire unpaid amount of all Obligations shall become immediately due and payable. Bank may then exercise, from time to time, any and all rights and remedies available to it under the Uniform Commercial Code of Illinois, or otherwise available to it, including those available under any written instrument (in addition to this Note) relating to any of the Obligations or any security therefor, and may, without demand or notice of any kind, appropriate and apply toward the payment of such of the Obligations, whether matured or unmatured, including costs of collection and reasonable attorneys' and paralegals' fees, and in such order of application as the Bank may, from time to time, elect, any balances, credits, deposits, accounts or moneys of the Borrower in possession, control or custody of, or in transit to the Bank. THE BORROWER, AND EACH ONE OF THEM, WAIVES THE BENEFIT OF ANY LAW THAT WOULD OTHERWISE RESTRICT OR LIMIT BANK IN THE EXERCISE OF ITS RIGHT AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT, WHICH IS HEREBY ACKNOWLEDGED, TO SETOFF WITHOUT NOTICE AT ANY TIME HEREAFTER ANY INDEBTEDNESS MATURED OR UNMATURED OWING FROM BANK TO THE BORROWER. THE BANK MAY, FROM TIME TO TIME, WITHOUT DEMAND OR NOTICE OF ANY KIND, AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT, APPROPRIATE AND APPLY TOWARD THE PAYMENT OF SUCH OF THE OBLIGATIONS, AND IN SUCH ORDER OF APPLICATION, AS THE BANK MAY, FROM TIME TO TIME, ELECT ANY AND ALL SUCH BALANCES, CREDITS, DEPOSITS, ACCOUNTS, MONEYS, CASH EQUIVALENTS AND OTHER ASSETS, OF OR IN THE NAME OF THE BORROWER, THEN OR THEREAFTER WITH THE BANK. -7- H. GENERAL. THE BANK AND THE BORROWER, AND EACH ONE OF THEM, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE IRREVOCABLY, THE RIGHT EITHER OR ANY MAY HAVE TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDINGS BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY OF THE OTHER OBLIGATIONS, OR ANY AGREEMENT EXECUTED OR CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH OR ANY COURSE OF CONDUCT OR COURSE OF DEALING, IN WHICH THE BANK AND THE BORROWER ARE ADVERSE PARTIES. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BANK GRANTING ANY FINANCIAL ACCOMMODATION TO THE BORROWER. The Borrower, and any other party liable with respect to the Obligations, any guarantors, and any and all endorsers and accommodation parties, and each one of them (except as otherwise set forth herein), waive any and all presentment, demand, notice of dishonor, protest, and all other notices and demands in connection with the enforcement of Bank's rights hereunder, and, except as otherwise set forth herein, hereby consent to, and waive notice of release, with or without consideration, of the Borrower. No default shall be waived by the Bank except in writing. No delay on the part of the Bank in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by the Bank of any right or remedy shall preclude other or further exercise thereof, or the exercise of any other right or remedy. No modification, discharge, termination or waiver of any of the provisions hereof shall be binding upon the Bank, except as expressly set forth in writing duly signed and delivered on behalf of the Bank. This Note: (i) is valid, binding and enforceable in accordance with its provisions, and no conditions exist to the legal effectiveness of this Note; (ii) is the final expression of the intentions of the parties thereto; and (iii) supersedes all negotiations, representations, warranties, commitments, offers, contracts (of any kind or nature, whether oral or written) prior to or contemporaneous with the execution hereof. No prior or contemporaneous representations, warranties, understandings, offers or agreements of any kind or nature, whether oral or written have been made by Bank or relied upon by the Borrower in connection with the execution hereof. No modification, discharge, termination or waiver of any of the provisions hereof shall be binding upon the Bank, except as expressly set forth in writing duly signed and delivered on behalf of the Bank. The Borrower agrees to pay all reasonable costs, legal expenses, attorneys' fees and paralegals' fees of every kind, paid or incurred by Bank in enforcing its rights hereunder, including, but not limited to, litigation or proceedings initiated under the United States Bankruptcy Code, or in respect to any other of the Obligations, in defending against any defense, cause of action, counterclaim, setoff or crossclaim based on any act of commission or omission by the Bank with respect to this Note or any other of the Obligations, or both, promptly on demand by Bank or other person paying or incurring the same. The Bank may at any time transfer or assign this Note. The Borrower hereby consents to Bank's participation, at any time or times hereafter of this Note and any documents executed in connection herewith, or any portion hereof, including, without limitation, Bank's right, title, interests, remedies, powers and/or duties, without affecting the liability of the Borrower hereunder. -8- TO INDUCE THE BANK TO MAKE THE LOAN EVIDENCED BY THIS NOTE, THE BORROWER IRREVOCABLY AGREES THAT, ALL ACTIONS ARISING DIRECTLY OR INDIRECTLY AS A RESULT OR IN CONSEQUENCE OF THIS NOTE OR ANY OTHER AGREEMENT WITH THE BANK, SHALL BE INSTITUTED AND LITIGATED ONLY IN COURTS HAVING SITUS IN THE CITY OF CHICAGO, ILLINOIS, AND THE BORROWER HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT LOCATED AND HAVING ITS SITUS IN SAID CITY, AND WAIVES ANY OBJECTION BASED ON FORUM NONCONVENIENS. FURTHERMORE, THE BORROWER WAIVES ALL NOTICES AND DEMANDS IN CONNECTION WITH THE ENFORCEMENT OF THE BANK'S RIGHTS HEREUNDER, AND HEREBY CONSENTS TO, AND WAIVES NOTICE OF THE RELEASE WITH OR WITHOUT CONSIDERATION OF THE BORROWER. The loan evidenced hereby has been made and this Note has been delivered at the Bank's office in Chicago, Illinois. This Note shall be governed and construed in accordance with the laws of the State of Illinois, in which state it shall be performed, and shall be binding upon the Borrower, and its successors and assigns. Wherever possible, each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Note shall be prohibited by or be invalid under such law, such provision shall be severable, and be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Note. If more than one party shall execute this Note, the term "Borrower" as used herein shall mean all parties signing this Note, and each one of them, and all such parties, their respective successors and assigns, shall be, jointly and severally, obligated hereunder. Any notice or other communication to any party pursuant to this Note shall be in writing, and, if by facsimile, shall be deemed to have been given when sent and if mailed shall be deemed to have been given three business days after the date when sent by registered or certified mail, postage prepaid, and addressed to the Bank or the Borrower at its address shown below, or at such other address, as it may, by written notice have designated as its address for such purpose. If to the Borrower: Firstbank Corporation 311 Woodworth Avenue Alma Michigan, 48801 Attn: Samuel G. Stone With a copy to: Varnum Riddering Schmidt Howlett LLP Attn: Don Johnson Bridgewater Place PO Box 352 Grand Rapids, Michigan 49501 -9- If to the Bank: LaSalle Bank National Association 135 South LaSalle Street Chicago, Illinois 60603 Facsimile No. (312) 904-6352 Attn: Financial Institutions Division With a copy to: Schwartz, Cooper, Greenberger & Krauss Chartered 180 North LaSalle Street, Suite 2700 Chicago, Illinois 60601 Facsimile No. (312) 782-8416 Attn: Martin W. Salzman, Esq. The Borrower acknowledges and agrees that the lending relationship hereby created with the Bank is and has been conducted on an open and arm's length basis in which no fiduciary relationship exists and that the Borrower has not relied and is not relying on any such fiduciary relationship in consummating the loan(s) evidenced by this Note. As used herein, all provisions shall include the masculine, feminine, neuter, singular and plural thereof, wherever the context and facts require such construction and in particular the word "Borrower" shall be so construed. Bank hereby notifies Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56, signed into law October 26, 2001) (the "Act"), and Bank's policies and practices, Bank is required to obtain, verify and record certain information and documentation that identifies Borrower, which information includes the name and address of Borrower and such other information that will allow Bank to identify Borrower in accordance with the Act. In addition, Borrower shall (a) ensure that no person who owns a controlling interest in or otherwise controls Borrower or any subsidiary of Borrower is or shall be listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by the Office of Foreign Assets Control ("OFAC"), the Department of the Treasury or included in any Executive Orders, (b) not use or permit the use of the proceeds of the Loan to violate any of the foreign asset control regulations of OFAC or any enabling statute or Executive Order relating thereto, and (c) comply, and cause any of its subsidiaries to comply, with all applicable Bank Secrecy Act ("BSA") laws and regulations, as amended. This Note replaces that certain Promissory Note dated June 28, 2004, executed by the Borrower in favor of the Bank, and is not intended as a payment or novation thereof. [Remainder of page intentionally left blank; signature page follows] -10- IN WITNESS WHEREOF, the Borrower has executed this Note on the date above set forth. FIRSTBANK CORPORATION By: /s/Thomas R. Sullivan ------------------------- Name: Thomas R. Sullivan Title: Chief Executive Officer Address: 311 Woodworth Avenue Alma, Michigan 48801 STATE OF ___________ ) ) COUNTY OF __________ )SS. I, ________________________________________, a Notary Public in and for the State and County aforesaid, do hereby certify that before me this day personally appeared_____________________, known to me to be the ________________ of Firstbank Corporation that executed the above and foregoing Promissory Note. GIVEN under my hand and notarial seal this ____ day of June, 2004. --------------------------------- Notary Public -----END PRIVACY-ENHANCED MESSAGE-----