-----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, ElBM7hWkurVLQ/KIlS4pNceHlVORuQ31IHYPGU0XlSlQ2pk0SL7My4cncvpIUevC /gJsreEJ0c2V6rqJ7uDEZQ== 0000914317-04-002591.txt : 20040630 0000914317-04-002591.hdr.sgml : 20040630 20040630171231 ACCESSION NUMBER: 0000914317-04-002591 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040630 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41635 FILM NUMBER: 04892059 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/A 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/A 1 schto-61490_1stbankcorp.txt - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ (AMENDMENT NO. 1) 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 $30.00 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. ***Previously paid 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 INTRODUCTORY STATEMENT This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on June 15, 2004 (the "Schedule TO") by Firstbank Corporation, a Michigan corporation (the "Company"), relating to the offer by the Company to purchase up to 500,000 shares of its common stock, no par value per share (the "Shares"), or such lesser number of Shares as is properly tendered and not properly withdrawn, at a price of $30.00 per Share, net to the seller in cash, without interest, on the terms and subject to the conditions set forth in an Offer to Purchase, dated June 15, 2004 and in the related Letter of Transmittal (which, as amended or supplemented from time to time, together constitute the "Offer"). This Amendment No. 1 is intended to satisfy the reporting requirements of Rule 13e-4(c)(3) of the Securities Exchange Act of 1934, as amended. Copies of the Offer to Purchase and the related Letter of Transmittal were previously filed with the Schedule TO as Exhibits 99(a)(1)(i) and 99(a)(1)(ii), respectively. The information in the Offer is incorporated in this Amendment No. 1 to the Schedule TO by reference in response to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein. Items 1, 2, 4 and 11. Items 1, 2, 4 and 11 of the Schedule TO are hereby amended and supplemented by adding the following: (1) The second paragraph of the response to the question "Once I have tendered shares in the offer, can I change my mind?" under the Section entitled "Summary" on page ii of the Offer to Purchase, is amended by replacing "Friday, August 20, 2004" with "Tuesday, August 10, 2004". (2) The first paragraph under the Section entitled "4. Withdrawal Rights" on page 9 of the Offer to Purchase is amended by replacing "Friday, August 20, 2004" with "Tuesday, August 10, 2004". (3) The first bullet point under the heading "No Legal Prohibition Condition" under the Section entitled "7. Conditions of Our Offer" on page 11 of the Offer to Purchase is amended by deleting the words "directly or indirectly". (4) The second bullet point under the heading "No Legal Prohibition Condition" under the Section entitled "7. Conditions of Our Offer" on page 11 of the Offer to Purchase is amended by deleting the word "threatened". (5) The fifth bullet point under the heading "Material Adverse Change Condition" under the Section entitled "7. Conditions of Our Offer" on page 11 of the Offer to Purchase is amended by deleting the phrase "any significant decrease in the market price of our common shares and inserting the phrase "any significant decrease in the market price of our common shares by an amount greater than 10% from the closing price on June 15, 2004". (6) The sixth bullet point under the heading "Material Adverse Change Condition" under the Section entitled "7. Conditions of Our Offer" on page 11 of the Offer to Purchase is amended by deleting the words "or may be". Item 12 Item 12 is amended by adding the following exhibits which were previously filed on Schedule TO: (a)(1)(v) Form of Letter from Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees to their Clients. (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. 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 30, 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 *Previously filed with Schedule TO on June 15, 2004. -----END PRIVACY-ENHANCED MESSAGE-----