-----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, HIInpF4zfLVrE0Ujn38kCtggog1ialrmsQdfKZmp3P3P++2m0ihOR8BhAkmQ/nh1 tkFobfK7geUFxBd3DpyZKQ== 0000926044-97-000106.txt : 19971008 0000926044-97-000106.hdr.sgml : 19971008 ACCESSION NUMBER: 0000926044-97-000106 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970808 ITEM INFORMATION: FILED AS OF DATE: 19971007 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRSTBANK CORP CENTRAL INDEX KEY: 0000778972 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 382633910 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-14209 FILM NUMBER: 97691753 BUSINESS ADDRESS: STREET 1: 311 WOODWORTH AVE STREET 2: PO BOX 1029 CITY: ALMA STATE: MI ZIP: 48801 BUSINESS PHONE: 2087469610 MAIL ADDRESS: STREET 1: 311 WOODWORTH AVE CITY: ALMA STATE: MI ZIP: 48801 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: August 8, 1997 FIRSTBANK CORPORATION (Exact name of Registrant as specified in its charter) Michigan 0-14209 38-2633910 (State or other (Commission File No.) (IRS Employer Jurisdiction of Identification No.) incorporation) Firstbank Corporation 311 Woodworth Avenue Alma, MI 48801 (517) 463-3131 (Address, including zip code, and telephone number including area code of Registrant's principal executive offices) This amendment is filed pursuant to the provisions of paragraphs (a) (4) and (b) (2) of Item 7 of Form 8-K. The undersigned registrant hereby amends Item 7, Financial Statements and Exhibits, of its Current Report on Form 8-K, dated August 22, 1997 (the "Form 8-K"), as set forth in the following pages. Pursuant to paragraphs (a) (4) and (b) (2) of Item 7 of Form 8-K, Item 7 of the Form 8-K is hereby amended to file certain of the financial statements and pro forma financial information required to be filed in connection with the Merger reported in Item 2 of the Form 8-K. Item 7. Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. The following financial statements of Lakeview are filed as part of this report: (i) The Audited Consolidated Financial Statements of Lakeview included under the caption "LAKEVIEW FINANCIAL CORPORATION--Audited Consolidated Financial Statements" on pages 98 through 118, inclusive, of the Form S-4 Registration Statement of Firstbank (Registration No. 333-29693), filed with the Commission on June 20, 1997, are incorporated herein by reference, which include: (A) Independent Auditor's Report of Crowe, Chizek and Company LLP, dated February 20, 1997; (B) Consolidated Balance Sheets at December 31, 1996 and December 31, 1995; (C) Consolidated Statements of Income for the years ended December 31, 1996, 1995, and 1994; (D) Consolidated Statements of Stockholders' Equity for the years ended December 31, 1996, 1995, and 1994; (E) Consolidated Statements of Cash Flows for the years ended December 31, 1996, 1995, and 1994; and (F) Notes to Consolidated Financial Statements. (ii) Interim financial statements for Lakeview Financial Corporation as of June 30, 1997 as follows: (A) Interim Balance Sheet at June 30, 1997; -2- (B) Interim Statements of Income for the six-month periods ended June 30, 1997 and 1996; and (C) Interim Statements of Cash Flows for the six-month periods ended June 30, 1997 and 1996. (b) Pro Forma Financial Information. The following pro forma financial statements of Firstbank are filed as part of this Report: (i) Pro Forma Condensed Combined Financial Statements of Firstbank Corporation as follows: (A) Introduction to Pro Forma Condensed Combined Financial Statements; (B) Pro Forma Consolidated Income Statement for the year ended December 31, 1996; and (C) Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements. (ii) Interim Pro Forma financial statements of Firstbank Corporation as follows: (A) Pro Forma Condensed Balance Sheet at June 30, 1997; and (B) Pro Forma Consolidated Income Statement for the six-month period ended June 30, 1997. (c) Exhibits. The following exhibit is furnished with or incorporated by reference into this Current Report: Exhibit No. Document 2.1 Agreement and Plan of Merger between Lakeview Financial Corporation and Firstbank Corporation, dated as of April 17, 1997, as amended by Amendment No. 1 dated June 18, 1997. Included as Appendix A to the Prospectus and Proxy Statement, filed as part of the Form S-4 Registration Statement of Firstbank Corporation (Registration Statement No. 333-29693), on June 20, 1997, incorporated herein by reference. -3- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FIRSTBANK CORPORATION By /s/ Mary Deci Mary Deci Vice President, Treasurer, Secretary, and Chief Financial Officer Date: October 7, 1997 -4- EXHIBIT INDEX Exhibit 2.1 - Agreement and Plan of Merger between Lakeview Financial Corporation and Firstbank Corporation, dated as of April 17, 1997, as amended by Amendment No. 1 dated June 18, 1997. Included as Appendix A to the Prospectus and Proxy Statement, filed as part of the Form S-4 Registration Statement of Firstbank Corporation (Registration Statement No. 333-29693), on June 20, 1997, incorporated herein by reference. LAKEVIEW FINANCIAL CORPORATION CONSOLIDATED BALANCE SHEET JUNE 30, 1997 ASSETS Cash and due from banks .................................... $ 4,152,700 ----------- Total cash and cash equivalents .................. 4,152,700 Securities available for sale .............................. 13,261,204 Loans, net ................................................. 66,833,497 Premises and equipment ..................................... 1,956,906 Interest receivable ........................................ 686,659 Other assets ............................................... 1,386,648 ----------- TOTAL ASSETS ............................................... $88,277,614 =========== LIABILITIES Deposits ................................................... $75,540,359 Other borrowings ........................................... 2,250,000 Accrued interest and other liabilities ..................... $ 1,489,634 ----------- Total liabilities ................................ 79,279,993 ESOP securities ............................................ 238,896 SHAREHOLDERS' EQUITY Common stock ............................................... 2,195,996 Additional paid in capital ................................. 941,699 Retained earnings .......................................... 5,441,576 Unrealized gain on available for sale securities............ 179,454 ----------- Total shareholders' equity ....................... 8,758,725 ----------- TOTAL LIABILITIES AND ...................................... $88,277,614 SHAREHOLDERS' EQUITY ===========
LAKEVIEW FINANCIAL CORPORATION CONSOLIDATED STATEMENT OF INCOME FOR THE SIX MONTHS ENDING JUNE 30, 1997 AND 1996 June 30, June 30, 1997 1996 ------------- ----------- Interest income: Interest and fees on loans ................... $3,145,604 $2,802,178 Investment securities ........................ 469,465 544,603 Short term investments ....................... 3,569 17,326 ---------- ---------- Total interest income ................ 3,618,638 3,364,107 Interest expense .............................. 1,558,475 1,464,462 ---------- ---------- Net interest income .................. 2,060,163 1,899,645 Provision for loan losses .................. 120,000 40,000 ---------- ---------- Net interest income after provision for loan losses .......... 1,940,163 1,859,645 Noninterest income ............................ 254,130 371,571 Noninterest expense: Salaries and Employee Benefits ............... 755,138 859,474 Occupancy .................................... 280,389 293,424 Other ........................................ 550,014 532,400 ---------- ---------- Noninterest expense .................. 1,585,541 1,685,298 Income before federal income taxes ............ 608,752 545,918 Federal income taxes .......................... 167,210 137,556 ---------- ---------- NET INCOME ................. $ 441,542 $ 408,362 ========== ========== Per Share: NET INCOME ................. $ 0.62 $ 0.58 ========== ==========
LAKEVIEW FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS For the six months ended June 30, 1997 and 1996 1997 1996 OPERATING ACTIVITIES Net income .............................................. $ 441,542 $ 408,362 Adjustments to reconcile net income to net cash provided by operating activities Provision for loan losses ............................. 120,000 40,000 Depreciation of premises and equipment ................ 131,252 120,203 Net accretion of security premiums/discounts .......... (54,073) (34,738) Gain on sale of securities ............................ (2,410) (25,052) Amortization of goodwill and other intangibles ........ 3,000 3,000 Increase in accrued interest receivable and other assets .................................. (37,090) (386,053) Increase(decrease) in accrued interest payable and other liabilities ..................... (209,513) 1,110,039 =========== =========== NET CASH PROVIDED BY OPERATING ACTIVITIES ................. 392,708 1,235,761 INVESTING ACTIVITIES Proceeds from sale of securities available for sale ..... 499,777 679,154 Proceeds from maturities of securities available for sale 1,027,190 1,289,232 Purchases of securities available for sale .............. (500,000) (2,862,225) Net increase in portfolio loans ......................... (3,501,312) (3,898,562) Net purchases of premises and equipment ................. (15,264) (83,246) =========== =========== NET CASH USED IN INVESTING ACTIVITIES .... (2,489,609) (4,875,647) FINANCING ACTIVITIES Net increase (decrease) in deposits ...................... 1,456,182 (367,706) Increase in other borrowings ............................. 237,048 903,643 Cash proceeds from issuance of common stock .............. 258 215,214 Common stock repurchased ................................. (15,884) Cash dividends ........................................... (131,495) (652,142) =========== =========== NET CASH PROVIDED BY FINANCING ACTIVITIES ..... 1,561,993 83,125 DECREASE IN CASH AND CASH EQUIVALENTS ..................... (534,908) (3,556,761) Cash and cash equivalents at beginning of period ............ 4,687,608 7,166,891 =========== =========== CASH AND CASH EQUIVALENTS AT END OF PERIOD ......... $ 4,152,700 $ 3,610,130 =========== =========== Supplemental Disclosure Interest Paid ........................................... $ 1,517,509 $ 1,460,739 Income Taxes Paid ....................................... $ 187,500 $ 125,000
UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS FIRSTBANK CORPORATION AND LAKEVIEW FINANCIAL CORPORATION The shareholders of Lakeview Financial Corporation approved the merger of Lakeview Financial Corporation and Firstbank Corporation at their shareholders' meeting on August 7, 1997. The merger, which occurred as of 5 P.M. on August 8, 1997, dissolved Lakeview Financial Corporation and established Bank of Lakeview as a wholly owned subsidiary of Firstbank Corporation. The following unaudited pro forma condensed balance sheet as of June 30, 1997 and the pro forma condensed consolidated statements of income for the six months ended June 30, 1997 and for the year ended December 31, 1996, give effect to the acquisition of Lakeview Financial Corporation based on the historical consolidated financial statements of Firstbank Corporation and Lakeview Financial Corporation and their subsidiaries under the assumptions and adjustments set forth below and in the accompanying notes to the pro forma financial statements. The acquisition of Lakeview Financial Corporation will be accounted for as a purchase transaction and, therefore, is included in the pro forma condensed balance sheet as of June 30, 1997 as if the transaction had become effective on such date. The acquisition of Lakeview Financial Corporation is also reflected in the pro forma consolidated statements of income for the six months ended June 30, 1997 and for the year ended December 31, 1996, as if the transaction had become effective at the beginning of the periods presented, giving effect to the pro forma adjustments described therein. The purchase accounting adjustments reflected in the pro forma financial statements are based on management estimates of the fair value of Lakeview Financial Corporation assets and liabilities. The pro forma financial statements have been prepared by the management of Firstbank Corporation and Lakeview Financial Corporation based upon their respective consolidated financial statements. These pro forma financial statements may not be indicative of the results that actually would have occurred if the acquisition of Lakeview Financial Corporation had been in effect on the dates indicated or which may be obtained in the future. FIRSTBANK CORPORATION PRO FORMA INCOME STATEMENT FOR THE TWELVE MONTHS ENDING DECEMBER 31, 1996 Firstbank Lakeview Financial Acquisition Pro Forma Corporation Corporation Adjustments Consolidated Interest income: Interest and fees on loans ........ $ 27,402,391 $ 6,033,608 $ 33,435,999 Investment securities ............. 3,438,354 1,139,365 4,577,719 Short term investments ............ 175,064 0 (39,000) 5 136,064 ============ ============ ============ ============ Total interest income ..... 31,015,809 7,172,973 (39,000) 38,149,782 Interest expense: Deposits .......................... 12,581,008 2,970,068 15,551,076 Notes payble and other ............ 699,718 71,107 770,825 ============ ============ ============ ============ Total interest expense .... 13,280,726 3,041,175 16,321,901 Net interest income ....... 17,735,083 4,131,798 (39,000) 21,827,881 Provision for loan losses ....... 1,838,000 180,000 2,018,000 ============ ============ ============ ============ Net interest income after provision for loan losses 15,897,083 3,951,798 (39,000) 19,809,881 Noninterest income ................. 3,297,356 583,535 3,880,891 Noninterest expense ................ 12,790,051 3,333,463 50,000 6 16,505,514 121,000 7 211,000 8 ============ ============ ============ ============ 382,000 Income before federal income taxes 6,404,388 1,201,870 (421,000) 7,185,258 (13,000) 9 Federal income taxes ............... 1,761,000 317,897 (58,000) 10 2,007,897 ============ ============ ============ ============ NET INCOME ................ $ 4,643,388 $ 883,973 (350,000) $ 5,177,361 ============ =========== ============ ============ Per Share: NET INCOME ................ $ 2.86 $ 1.28 $ 2.56 ============ ============ ============ Average shares outstanding .......... 1,621,652 693,178 2,019,759
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The accompanying pro forma financial statements reflect the merger of Lakeview Financial Corporation into Firstbank Corporation using the purchase method of accounting. The purchase price is based on a fixed exchange ratio of .5839 shares of Firstbank Corporation stock for each share of Lakeview Financial Corporation stock. The value of the merger is approximately $17,069,000. Shareholders of Lakeview Financial Corporation could elect to exchange their shares for shares of Firstbank Corporation stock or cash, as long as the total cash consideration did not exceed 35% of the merger value. Cash elections of approximately 1% of Lakeview Financial Corporation shares and 36% of options were received prior to the merger. STOCK EXCHANGE LFC shares outstanding 657,484 Conversion ratio .5839 FBC stock equivalent 383,905 Sale price 41.23 Total value $15,828,000 98.7% Stock $15,617,000 1.3% Cash 211,000 OPTION EXCHANGE Incentive and Nonqualified Stock Options LFC options outstanding 112,031 Conversion ratio .2644 FBC stock equivalent 29,621 Sale price 41.23 Total value $1,221,000 64.1% Stock 781,000 35.9% Cash 440,000 Employee Stock Options LFC options outstanding 1,487 Conversion ratio .3321 FBC stock equivalent 494 Sale price 41.23 Total value $20,000 77.9% Stock 16,000 22.1% Cash 4,000 Total purchase price $17,069,000 Estimated ending Firstbank Corporation Common Stock: Shares prior to merger at June 30, 1997 1,642,334 Shares issued pursuant to merger 398,107 2,040,441 Of the total excess of cost over shareholders' equity of approximately $8,013,000, fixed assets will be adjusted $4,000,000. Land and building values will each be increased $2,000,000 with the building depreciation recognized over 40 years. As the difference between estimated market value and book value of Lakeview Financial Corporation's loans and deposits at June 30, 1997 is insignificant, no purchase accounting adjustments are made for these assets and liabilities. An additional $1,822,000 will be recognized as core deposit intangibles with the remainder of the excess classified as goodwill. Goodwill will be amortized straight line over 20 years, and core deposit intangibles will be amortized over 15 years. (1) To record the purchase of Lakeview Financial Corporation. (2) To eliminate the investment in Lakeview Financial Corporation, Lakeview Financial Corporation shareholders' equity, record the revaluation of buildings and land, and record intangibles. (3) To record deferred tax on revaluation of fixed assets and core deposit intangibles as these are not deductible for tax purposes. (4) To eliminate ESOP securities. (5) Reduction of short term investment income from cash paid in acquisition. $655,000 at 6% 39,000 lost income - year 20,000 lost income - six months (6) Depreciation on market value adjustment of buildings. $2,000,000/40=50,000 yearly expense 25,000 six month expense (7) Core deposit amortization $1,822,000/15=$121,000 per year $ 61,000 per six months (8) Goodwill amortization $4,229,000/20=211,000 per year 106,000 per six months (9) Federal income tax benefit at 34% for reduction in short term investment income $39,000 * 34% = 13,000 per year 20,000 * 34% = 7,000 per six months (10) Deferred tax debit for items excludable from federal income tax calculation Year Six Months Core deposit amortization 121,000 61,000 Depreciation on market value adjustment 50,000 25,000 ------ ------ Total 171,000 86,000 Tax rate 34%-deferred tax 58,000 29,000
FIRSTBANK CORPORATION PRO FORMA BALANCE SHEET JUNE 30,1997 Firstbank Lakeview Financial Acquisition Pro Forma Corporation Corporation Adjustments Consolidated ASSETS Cash and due from banks .................. $ 21,148,119 $ 4,152,700 ($ 655,000) 1 $ 24,645,819 Short term investments ................... 2,532,685 2,532,685 ============= ============= ============= ============= Total cash and cash equivalents . 23,680,804 4,152,700 (655,000) 27,178,504 Securities available for sale ............ 63,872,770 13,636,403 77,509,173 Loans, net ............................... 322,219,633 66,833,497 389,053,130 Premises and equipment ................... 8,106,091 1,956,906 4,000,000 2 14,062,997 Investment in subsidiary ................. 17,069,000 1 0 (17,069,000) 2 Goodwill ................................. 2,413,952 20,871 2,249,379 2 6,663,202 1,979,000 3 Core deposit intangibles ................. 994,854 1,822,000 2 2,816,854 Other assets ............................. 6,733,301 1,677,237 8,410,538 ============= ============= ============= ============= TOTAL ASSETS .............................. $ 428,021,405 $ 88,277,614 $ 9,395,379 $ 525,694,398 ============= ============= ============= ============= LIABILITIES Deposits ................................. $ 364,800,724 $ 75,540,359 $ 440,341,083 Securities sold under agreements to repurchase and overnight borrowings ... 20,649,161 250,000 20,899,161 Notes payable ............................ 3,040,465 2,000,000 5,040,465 Accrued interest and other liabilities ... 4,473,681 1,489,634 $ 1,979,000 3 7,942,315 ============= ============= ============= ============= Total liabilities ............... 392,964,031 79,279,993 1,979,000 474,223,024 ESOP securities .......................... 238,896 (238,896) 4 0 SHAREHOLDERS' EQUITY Preferred stock Common stock ............................. 24,686,360 2,195,996 16,414,000 1 41,100,360 (2,229,242) 2 33,246 Additional paid in capital ............... 941,699 (1,147,349) 2 0 205,650 4 Retained earnings ........................ 9,961,679 5,441,576 (5,441,576) 2 9,961,679 Unrealized gain on available for sale securities ........................... 409,335 179,454 (179,454) 2 409,335 ============= ============= ============= ============= Total shareholders' equity ...... 35,057,374 8,758,725 7,655,275 51,471,374 ============= ============= ============= ============= TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 428,021,405 $ 88,277,614 $ 9,395,379 $ 525,694,398 ============= ============= ============= =============
FIRSTBANK CORPORATION PRO FORMA INCOME STATEMENT FOR THE SIX MONTHS ENDING JUNE 30, 1997 Firstbank Lakeview Financial Acquisition Pro Forma Corporation Corporation Adjustments Consolidated Interest income: Interest and fees on loans $14,939,630 $3,145,604 $18,085,234 Investment securities 1,823,746 469,465 2,293,211 Short term investments 99,349 3,569 (20,000) 5 82,918 ============== ============== ============ =========== Total interest income 16,862,725 3,618,638 (20,000) 20,461,363 Interest expense: Deposits 7,081,086 1,512,727 8,593,813 Notes payble and other 336,568 45,748 382,316 ============== ============== ============ =========== Total interest expense 7,417,654 1,558,475 8,976,129 Net interest income 9,445,071 2,060,163 (20,000) 11,485,234 Provision for loan losses 713,000 120,000 833,000 ============= ============== ============ =========== Net interest income after provision for loan losses 8,732,071 1,940,163 (20,000) 10,652,234 Noninterest income 1,567,397 254,130 1,821,527 Noninterest expense 6,907,330 1,585,541 25,000 6 8,684,871 61,000 7 106,000 8 ============= ============== ============ =========== 192,000 Income before federal income taxes 3,392,138 608,752 (212,000) 3,788,890 (7,000) 9 Federal income taxes 943,000 167,210 (29,000) 10 1,074,210 ============= ============== ============ =========== NET INCOME $2,449,138 $441,542 ($176,000) $2,714,680 ============= ============== ============ =========== Per Share: NET INCOME $1.50 $0.62 $1.34 ============= ============== =========== Average shares outstanding 1,634,103 708,902 2,032,210
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