UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
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[X] |
Annual Report Pursuant to Section
13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended December 31, 1999 |
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or
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[ ] |
Transition Report Pursuant to
Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from ___________ to __________. |
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Commission File Number 0-8185
CHEMICAL FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Michigan
(State or Other Jurisdiction of
Incorporation or Organization)
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38-2022454
(I.R.S. Employer Identification No.)
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333 E. Main Street
Midland, Michigan
(Address of Principal Executive Offices)
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48640
(Zip Code)
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Registrant's Telephone Number, Including Area Code: (517)
839-5350
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, $1 Par Value
(Title of Class)
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K ( )
The aggregate market value of the voting stock held by non-affiliates
of the registrant as of February 18, 2000, was $296,330,110.
The number of shares outstanding of the registrant's Common
Stock, $1 par value, at February 18, 2000, was 14,087,453.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to Shareholders
for the year ended December 31, 1999, are incorporated by reference in Parts
I and II (Items 1 and 5-8).
Portions of the registrant's Proxy Statement for its April 17, 2000, annual
shareholders' meeting are incorporated by reference in Part III (Items 10-13).
PART I
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that are
based on management's beliefs, assumptions, current expectations, estimates
and projections about the financial services industry, the economy, and
about Chemical Financial Corporation itself. Words such as "anticipates,"
"believes," "estimates," "judgment," "expects," "forecasts," "intends,"
"is likely," "plans," "predicts," "projects," variations of such words
and similar expressions are intended to identify such forward-looking statements.
In addition, certain statements under the captions "New Regulatory Developments"
and "Year 2000 Readiness Disclosure" in Management's Discussion and Analysis are forward-looking statements. These
statements are not guarantees of future performance and involve certain
risks, uncertainties and assumptions ("Future Factors") that are difficult
to predict with regard to timing, extent, likelihood and degree of occurrence.
Therefore, actual results and outcomes may materially differ from what
may be expressed or forecasted in such forward-looking statements. Furthermore,
Chemical Financial Corporation undertakes no obligation to update, amend
or clarify forward-looking statements, whether as a result of new information,
future events or otherwise.
Future Factors include, but are not limited to, changes
in interest rates and interest rate relationships; demand for products
and services; the degree of competition by traditional and non-traditional
competitors; changes in banking regulations; changes in tax laws; changes
in prices, levies and assessments; the impact of technological advances
and issues, including Year 2000 issues; governmental and regulatory policy
changes; the outcomes of pending and future litigation and contingencies;
trends in customer behavior as well as their ability to repay loans; and
changes in the national economy. These are representative of the Future
Factors that could cause a difference between an ultimate actual outcome
and a preceding forward-looking statement.
Item 1. Business.
Chemical Financial Corporation ("Chemical" or the "Corporation")
is a bank holding company. Chemical was organized under Michigan law in
August 1973, and is headquartered in Midland, Michigan. Chemical was substantially
inactive until June 30, 1974, when it acquired its lead subsidiary bank,
Chemical Bank and Trust Company ("CB&T"), pursuant to a reorganization
in which the former shareholders of CB&T became shareholders of Chemical.
As of December 31, 1999, Chemical owned all of the outstanding stock of
ten commercial banks and a data processing company, all located in Michigan.
The main offices of Chemical's ten banking subsidiaries are located in
Midland, Bay City, Big Rapids, Cadillac, Caro, Clare, Grayling, Marshall,
Owosso and Stanton.
Chemical's business is concentrated in a single industry
segment - commercial banking. Chemical's subsidiaries offer a full range
of commercial banking and fiduciary services. These include accepting deposits,
business and personal checking accounts, savings and individual retirement
accounts, time deposit instruments, electronically accessed banking products,
residential and commercial real estate financing, commercial lending, consumer
financing, debit cards, safe deposit box services, automated teller machines,
access to insurance and investment products, money transfer services, corporate
and personal trust services and other banking services.
The principal markets for these financial services are
the communities within Michigan in which Chemical's subsidiaries are located
and the areas immediately surrounding these communities. As of December
31, 1999, Chemical and its subsidiaries served these markets through 87
banking offices in 56 communities, located in 24 counties, generally across
the mid-section of Michigan. In addition to the full service banking offices,
the subsidiary banks operated 89 automated teller machines, both on and
off bank premises, as of December 31, 1999.
CB&T, which has its headquarters in Midland, is Chemical's
lead subsidiary bank and accounted for 32% of total deposits and 28% of
total loans of Chemical and its subsidiaries on a consolidated basis as
of December 31, 1999. Chemical's banking subsidiaries' primary loan product,
historically, has been residential real estate mortgages. As of December
31, 1999, these loans totaled $457 million, or 45% of consolidated total
loans. During the three years ended December 31,
2
1999, Chemical's subsidiaries'
generally sold residential real estate mortgages with fifteen year and
greater original terms in the secondary mortgage market. Chemical originated
approximately $46 million of residential mortgage loans during 1999 which
were sold in the secondary mortgage market, compared to $118 million and
$39 million in residential mortgage loans originated and sold during 1998
and 1997, respectively. The significant increase in 1998 was attributable
to the significant decline in residential mortgage interest rates and the
resultant increase in the refinancings of these mortgages.
The principal sources of revenues for Chemical are interest
and fees on loans, which accounted for 56% of total revenues in 1999, and
54% of total revenues in 1998 and 1997. Interest on investment securities
is also a significant source of revenue, accounting for 30% of total revenues
in 1999, 31% in 1998 and 33% 1997. Chemical has no foreign loans, assets
or activities. No material part of the business of Chemical or its subsidiaries
is dependent upon a single customer or very few customers, the loss of
which would have a materially adverse effect on Chemical.
The business of banking is highly competitive. In addition
to competition from other commercial banks, banks face significant competition
from nonbank financial institutions. Savings associations and credit unions
compete aggressively with commercial banks for deposits and loans, and
credit unions and finance companies are particularly significant factors
in the consumer loan market. Banks compete for deposits with a broad range
of other types of investments, the most significant of which over the past
few years have been mutual funds and annuities. Insurance companies and
investment firms are also significant competitors for customer deposits.
In response to this increased competition for customers' bank deposits,
the Corporation's subsidiary banks, through "CFC Investment Centers," offer
a broad array of mutual funds, annuity products and market securities through
alliances with Security First Group and BISYS Brokerage Services. The CFC
Investment Centers offer customers a complete spectrum of investment products
and service capabilities. In addition, the Trust Department of Chemical
Bank and Trust Company offers customers a variety of investment products
and services. The principal methods of competition for financial services
are price (interest rates paid on deposits, interest rates charged on borrowings
and fees charged for services) and service (convenience and quality of
services rendered to customers).
Banks and bank holding companies are extensively regulated.
Chemical's subsidiary banks are all chartered by the State of Michigan
and supervised and regulated by the Financial Institutions Bureau of the
Michigan Department of Consumer and Industry Services. Three of Chemical's
banks are members of the Federal Reserve System and are also supervised,
examined and regulated by the Federal Reserve System. The other seven state
non-member banks are also regulated by the Federal Deposit Insurance Corporation
("FDIC"). Deposits of all of Chemical's bank subsidiaries are insured by
the FDIC to the extent provided by law.
State banks and bank holding companies are governed by
both federal and state laws which significantly limit their business activities
in a number of respects. Examples of such limitations include: (1) prior
approval of the Board of Governors of the Federal Reserve System ("Federal
Reserve Board"), and in some cases various other governing agencies, is
required for bank holding companies to acquire control of any additional
banks or branches, (2) the business activities of bank holding companies
and their subsidiaries are limited to banking and to other activities which
are determined by the Federal Reserve Board to be closely related to banking,
and (3) transactions between bank holding company subsidiary banks are
significantly restricted by banking laws and regulations.
Chemical is a legal entity separate and distinct from
its subsidiary banks and data processing subsidiary. Chemical's primary
source of revenues results from dividends paid to it by its subsidiaries.
Federal and state banking laws and regulations limit both the extent to
which Chemical's subsidiary banks can lend or otherwise supply funds to
Chemical or certain of its affiliates and also place certain restrictions
on the amount of dividends the subsidiary banks of Chemical may pay to
Chemical.
Banks are subject to a number of federal and state laws
and regulations which have a material impact on their business. These include,
among others, minimum capital requirements, state usury laws, state laws
relating to fiduciaries, the Truth In Lending Act, the Truth in Savings
Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the
Expedited Funds Availability Act, the Community Reinvestment Act, electronic
funds transfer laws, redlining laws, antitrust laws,
3
environmental laws
and privacy laws. These laws and regulations can have a significant effect
on the operating results of banks.
The Gramm-Leach-Bliley Act of 1999 ("1999 Act") that was passed
by Congress and signed into law by the President on November 12, 1999, represents
sweeping reform of federal regulation of financial services. The 1999 Act largely
removes the restrictions that previously prevented affiliations among banks,
securities firms, and insurance companies and provides for a system of functional
regulation of the financial services industry. Among other provisions, the 1999
Act:
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Repeals the restrictions on banks
affiliating with securities firms contained in the depression-era Glass-Steagall
Act. |
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Creates a new "financial holding
company." A financial holding company may engage in a statutory list of
financial activities, including insurance underwriting and agency activities,
securities underwriting and brokerage activities, merchant banking, and
insurance company portfolio investment activities. Other activities that
are "complimentary" to financial activities, a category to be defined by
regulation, are also authorized for financial holding companies. |
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Provides a system of functional
regulation under which, with certain exceptions, activities of banks and
bank affiliates as securities brokers and investment advisors are subject
to regulation and supervision by the Securities and Exchange Commission,
eliminating an exemption banks previously enjoyed. |
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Reaffirms the traditional authority
of states to regulate insurance companies and insurance agencies, but prohibits
discrimination against bank affiliates that conduct those activities. |
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Requires financial institutions
to disclose their privacy policy to consumers and provides protections
to consumers against the transfer and use of nonpublic personal information
by financial institutions. |
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Requires that agreements between
banks and non-governmental entities in connection with the Community Reinvestment
Act be disclosed to the public, and that community groups that receive
funds from banks in excess of defined thresholds disclose how those funds
are used. |
Although the 1999 Act repeals certain pre-existing statutory
barriers to cross-industry affiliations and provides a structural framework
for achieving the 1999 Act's purposes, many details of implementing the
changes authorized by the 1999 Act will be the subject of regulations to be
adopted in the future by the Board of Governors and the Federal Reserve
System, the Securities and Exchange Commission, and other relevant federal
agencies.
To recharacterize itself as a financial holding company
and to avail itself of the broader powers permitted for financial holding
companies, a bank holding company must meet certain regulatory standards
for being "well capitalized", "well-managed" and "satisfactory" in its
Community Reinvestment Act compliance. The Corporation is eligible to become
a financial holding company, but has made no determination as to if or
when it will acquire this new status as of the date of filing this report.
Under Federal law, the FDIC has the authority to impose
special assessments on insured depository institutions to repay FDIC borrowings
from the United States Treasury or other sources, and to establish semi-annual
assessment rates on Bank Insurance Fund ("BIF") member banks, so as to
maintain the BIF at the designated reserve ratio defined by law. The semi-annual
assessment rate of the FDIC is based upon a system of risk-based premiums
for deposit insurance, pursuant to which the premiums paid by a depository
institution are based on the probability that the BIF will incur a loss
in respect of such institution.
The recapitalization of the Savings Association Insurance
Fund ("SAIF") was accomplished through the enactment of The Deposit Insurance
Funds Act of 1996 (the "Funds Act") on September 30, 1996. This legislation
authorized the Financing
4
Corporation ("FICO") to impose periodic assessments
on depository institutions that are members of the BIF, in addition to
institutions that are members of the SAIF. The purpose of these periodic
assessments is to spread the cost of the interest payments on the outstanding
FICO bonds over a larger number of institutions. Until the change in the
law, only SAIF-member institutions bore the cost of funding these interest
payments. The FICO assessment on BIF insured deposits for years 1997-1999
was 1.296 cents for every $100 of domestic deposits. For this same period,
the SAIF insured institutions' FICO assessment rate was 6.44 cents for
every $100 of domestic deposits. Beginning in the year 2000 until 2017,
the FICO assessment for both BIF and SAIF insured deposits was established
at 2.43 cents for every $100 of domestic deposits, representing an 87.5%
increase in the FICO assessment of BIF insured deposits, compared to the
rate assessed in 1999.
FDIC expense was $.2 million in 1999, 1998 and 1997 and
consisted almost exclusively of the FICO assessment in each of these years.
Federal law also contains a "cross-guarantee" provision
that could result in insured depository institutions owned by Chemical
being assessed for losses incurred by the FDIC in connection with assistance
provided to, or the failure of, any other insured depository institution
owned by Chemical. Under Federal Reserve Board policy, Chemical is expected
to act as a source of financial strength to each subsidiary bank and to
commit resources to support each subsidiary bank.
Banks are subject to the provisions of the Community Reinvestment
Act of 1977 ("CRA"). Under the terms of the CRA, the appropriate federal
bank regulatory agency is required, in connection with its examination
of a bank, to assess such bank's record in meeting the credit needs of
the community served by that bank, including low- and moderate-income neighborhoods.
The regulatory agency's assessment of the bank's record is made available
to the public. Further, such assessment is required of any bank which has
applied to: (1) obtain deposit insurance coverage for a newly chartered
institution, (2) establish a new branch office that will accept deposits,
(3) relocate an office, or (4) merge or consolidate with, or acquire the
assets or assume the liabilities of, a federally regulated financial institution.
In the case of a bank holding company applying for approval to acquire
a bank or other bank holding company, the Federal Reserve Board will assess
the CRA compliance record of each subsidiary bank of the applicant bank
holding company, and such compliance records may be the basis for denying
the application.
The Riegle-Neal Interstate Banking and Branching Efficiency
Act of 1994 (the "Riegle-Neal Act") substantially changed the geographic
constraints applicable to the banking industry. The Riegle-Neal Act allows
bank holding companies to acquire banks located in any state in the United
States without regard to geographic restrictions or reciprocity requirements
imposed by state law. Effective June 1, 1997, the Riegle-Neal Act also
allowed banks to establish interstate branch networks through acquisitions
of other banks. The establishment of de novo interstate branches
or the acquisition of individual branches of a bank in another state (rather
than the acquisition of an out-of-state bank in its entirety) is allowed
by the Riegle-Neal Act only if specifically authorized by state law.
Michigan permits both U.S. and non-U.S. banks to establish
branch offices in Michigan. The Michigan Banking Code permits, in appropriate
circumstances and with the approval of the Commissioner of the Financial
Institutions Bureau, (1) acquisition of Michigan banks by FDIC-insured
banks, savings banks or savings and loan associations located in other
states, (2) sale by a Michigan bank of branches to an FDIC-insured bank,
savings bank or savings and loan association located in a state in which
a Michigan bank could purchase branches of the purchasing entity, (3) consolidation
of Michigan banks and FDIC-insured banks, savings banks or savings and
loan associations located in other states having laws permitting such consolidation,
(4) establishment of branches in Michigan by FDIC-insured banks located
in other states, the District of Columbia or U.S. territories or protectorates
having laws permitting a Michigan bank to establish a branch in such jurisdiction,
and (5) establishment by foreign banks of branches located in Michigan.
On July 9, 1999, the Corporation's subsidiary headquartered
in Bay City, Michigan ("Chemical Bank Bay Area"), acquired two branch bank
offices, located in Standish and Linwood, Michigan, from National City
Bank of Michigan/Illinois. Chemical Bank Bay Area consolidated the branch
acquired in Standish with an existing branch office in Standish and continued
branch bank services at the branch located in Linwood. The two branches
acquired had total deposits of approximately $27 million as of the acquisition
date.
In November 1998, the Corporation's subsidiary headquartered
in Marshall, Michigan ("Chemical Bank South") purchased a branch bank office
in Albion, Michigan from Great Lakes National Bank Michigan. The branch
had total
5
deposits of approximately $11 million as of the acquisition date.
Chemical Bank South consolidated its banking operations at 1408 N. Eaton
Street in Albion with the newly acquired branch banking office.
In March 1997, the Corporation's subsidiary headquartered
in Owosso, Michigan ("Chemical Bank Key State") sold its branch bank building
in Okemos, Michigan. The loans and deposits of the Okemos branch were transferred
to Chemical Bank Key State's branch bank office in Lansing, Michigan.
The nature of the business of Chemical's subsidiaries
is such that they hold title to numerous parcels of real property. These
properties are primarily owned for branch offices; however, Chemical and
its subsidiaries may hold properties for other business purposes, as well
as on a temporary basis for properties taken in or in lieu of foreclosure
to satisfy loans in default. Under current state and federal laws, present
and past owners of real property may be exposed to liability for the cost
of clean up of contamination on or originating from those properties, even
if they are wholly innocent of the actions that caused the contamination.
These liabilities can be material and can exceed the value of the contaminated
property.
At December 31, 1999, Chemical was the fifth largest bank
holding company headquartered in Michigan, measured by total assets, and
together with its subsidiaries employed a total of 979 full-time equivalent
employees.
The following table summarizes the book value of investment securities
as of December 31:
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1999
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1998
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1997
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(In thousands)
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| Investment securities available
for sale: |
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| U.S.
Government and agency securities |
$
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394,652
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$
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444,361
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$
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474,706
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| States
of the U.S. and municipal securities |
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--
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--
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--
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| Mortgage-backed
securities |
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1,188
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1,583
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2,351
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| Other
securities |
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32,200
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43,032
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17,116
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Total investment securities available for sale |
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428,040
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488,976
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494,173
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| Investment securities held to
maturity: |
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| U.S.
Government and agency securities |
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201,279
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190,957
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201,801
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| States
of the U.S. and municipal securities |
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36,941
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41,593
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46,707
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| Mortgage-backed
securities |
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190
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312
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501
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| Other
securities |
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5,003
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7,985
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2,011
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Total investment securities held to maturity |
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243,413
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240,847
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251,020
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Total investment securities |
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$ 671,453
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$ 729,823
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$ 745,193
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The information under the following captions in the registrant's
Annual Report to Shareholders for the year ended December 31, 1999, further
describes the business of Chemical and is here incorporated by reference:
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Caption |
Pages
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| Table 2. Average Balances, Tax
Equivalent Interest and |
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Effective Yields and Rates |
35
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| Table 3. Volume and Rate Variance
Analysis |
37
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| Note C - Investment Securities |
22
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| Table 8. Maturities and Yields
of Investment Securities |
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at December 31, 1999 |
42
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| Table 4. Summary of Loans and
Loan Loss Experience |
37
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| Table 5. Comparison of Loan Maturities
and Interest Sensitivity |
39
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6
| Table 6. Summary of Nonperforming
Loans |
39
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| Note D - Loans |
23
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| Table 7. Allocation of the Allowance
For Loan Losses |
40
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| Management's Discussion and Analysis
subheadings: |
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"Net Interest Income," "Loans," "Nonperforming |
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Loans," "Provision and Allowance For Loan Losses" and "Liquidity |
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and Interest Sensitivity" |
34-45
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| Table 10. Maturity Distribution
of Time Deposits of $100,000 or More |
43
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| Financial Highlights |
1
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Item 2. Properties.
The executive offices of Chemical, the main office of
CB&T and Chemical's data processing subsidiary are located in a three
story, approximately 74,000 square foot, office building in downtown Midland,
which is 100% owned by CB&T.
Chemical's subsidiary banks conduct business from a total
of 87 banking offices as of December 31, 1999. These offices are located
in or in the vicinity of the cities in which the Corporation's subsidiary
banks have their main offices. Of the banking offices, 85 are owned by
the subsidiary banks and 2 are leased from independent parties with remaining
lease terms of two months to ten years. This leased property is considered
insignificant.
Item 3. Legal Proceedings.
Chemical's subsidiaries are parties, as plaintiff or defendant,
to a number of legal proceedings, none of which is considered material,
and all of which arose in the ordinary course of their operations.
Item 4. Submission of Matters to a Vote
of Security Holders.
Not applicable.
Supplemental Item. Executive Officers of the
Registrant.
Biographical information concerning Chemical's executive
officers who are not directors or nominated for election to the Board of
Directors, as of December 31, 1999, is presented below. Executive officer
appointments are made or reaffirmed annually at the organizational meeting
of the Board of Directors. At its regular meetings, the Board may also
make other executive officer appointments.
Bruce M. Groom, age 58, is Senior Vice President and Senior
Trust Officer of CB&T. He joined CB&T on April 29, 1985 as Senior
Vice President and was promoted to Senior Trust Officer in May 1986. Mr.
Groom has served on the Board of Chemical Bank Central, a wholly owned
subsidiary of Chemical, since February 1989. Mr. Groom is an attorney.
Mr. Groom is a member of the Executive Management Committee of Chemical.
Lori A. Gwizdala, age 41, is Senior Vice President, Chief
Financial Officer and Treasurer of Chemical. She joined Chemical as Controller
on January 1, 1985 and was named Chief Financial Officer in May 1987, Senior
Vice President in February 1991 and Treasurer in April 1994. Ms. Gwizdala
has served as Secretary to the Board of Directors of CFC Data Corp since
May 1986, a director of Chemical Bank Bay Area since January 1993 and a
director of Chemical Bank Thumb Area since July 1996, all of which are
wholly owned subsidiaries of Chemical. Ms. Gwizdala is a certified public
accountant. Ms. Gwizdala is a member of the Executive Management Committee
of Chemical.
William C. Lauderbach, age 57, is Senior Vice President
and Investment Officer of CB&T. He joined CB&T as a Trust Officer
on July 2, 1973, was promoted to Vice President and Trust Officer in March
1980, Investment Officer in January 1985 and Senior Vice President in February
1991. Mr. Lauderbach has served on the Board of Directors of Chemical
7
Bank
South, a wholly owned subsidiary of Chemical, since 1989. Mr. Lauderbach
is a member of the Executive Management Committee of Chemical.
David B. Ramaker, age 44, is Chief Executive Officer and
President of CB&T and Executive Vice President and Secretary of Chemical.
He joined CB&T as Vice President on November 20, 1989. Mr. Ramaker
became President of Chemical Bank Key State, a wholly owned subsidiary
of Chemical in October 1993. Mr. Ramaker became President and member of
the Board of Directors of CB&T in September 1996 and Executive Vice
President and Secretary to the Board of Chemical and Chief Executive Officer
of CB&T on January 1, 1997. Mr. Ramaker has served as a director of
Chemical Bank Key State since October 1993. Mr. Ramaker was appointed to
the following Boards of Directors of wholly owned subsidiaries of Chemical
in December 1996: Chemical Bank Montcalm, Chemical Bank Central (also Chairman),
Chemical Bank North (also Chairman), and Chemical Bank West (also Chairman).
During 1998, Mr. Ramaker was appointed Chairman of the Board of Directors
of Chemical Bank Montcalm and of Chemical Bank Bay Area, wholly owned subsidiaries
of Chemical. Mr. Ramaker is a member of the Executive Management Committee
of Chemical. During 1999, Mr. Ramaker was appointed a director of CFC Data
Corp.
8
PART II
Item 5. Market for the Registrant's Common
Equity and Related Stockholder Matters.
The information under the heading "Stock Price Ranges
and Cash Dividends Per Share" on page 14 of the registrant's Annual Report
to Shareholders for the year ended December 31, 1999, is here incorporated
by reference.
Item 6. Selected Financial Data.
The information under the caption "Financial Highlights"
on page 1 and the sub-heading "Financial Highlights" of "Management's Discussion
and Analysis" on pages 32 through 34 of the registrant's Annual Report
to Shareholders for the year ended December 31, 1999, is here incorporated
by reference.
Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations.
The information under the heading "Management's Discussion
and Analysis" on pages 32 through 47 (inclusive) of the registrant's Annual
Report to Shareholders for the year ended December 31, 1999, is here incorporated
by reference.
Item 7A. Quantitative and Qualitative Disclosures
About Market Risk.
The information under the heading "Liquidity and Interest
Sensitivity" on pages 42 through 45 (inclusive) of the registrant's Annual
Report to Shareholders for the year ended December 31, 1999, is here incorporated
by reference.
Item 8. Financial Statements and Supplementary
Data.
The financial statements, notes, and independent auditors'
report on pages 15 through 31 (inclusive) of the registrant's Annual Report
to Shareholders for the year ended December 31, 1999, is here incorporated
by reference.
The information under the caption "Selected Quarterly
Financial Information (Unaudited)" on page 14 of the registrant's Annual
Report to Shareholders for the year ended December 31, 1999, is here incorporated
by reference.
Item 9. Changes in and Disagreements with
Accountants on Accounting and Financial Disclosure.
Not applicable.
9
PART III
Item 10. Directors and Executive Officers
of the Registrant.
The information set forth under the captions "Nominees
for Election to Serve Until the Annual Meeting of Shareholders in 2001"
on pages 3 and 4 and "Section 16(a) Beneficial Ownership Reporting
Compliance" on page 17 in the registrant's definitive Proxy Statement for
its April 17, 2000 annual meeting of shareholders is here incorporated
by reference.
Item 11. Executive Compensation.
The information set forth under the caption "Compensation
of Executive Officers and Directors" on pages 8 through 13 in the registrant's
definitive Proxy Statement for its April 17, 2000 annual meeting of shareholders
is here incorporated by reference.
Item 12. Security Ownership of Certain
Beneficial Owners and Management.
The information set forth under the caption "Voting Securities"
on pages 5 through 7 in the registrant's definitive Proxy Statement for
its April 17, 2000 annual meeting of shareholders is here incorporated
by reference.
Item 13. Certain Relationships and Related
Transactions.
The information set forth under the caption "Certain Relationships
and Related Transactions" on page 17 in the registrant's definitive Proxy
Statement for its April 17, 2000 annual meeting of shareholders is here
incorporated by reference.
10
PART IV
Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K.
(a) (1)
Financial
Statements. The following financial statements and independent auditors'
report of Chemical Financial Corporation and its subsidiaries are filed
as part of this report:
Consolidated Statements of Financial Position-December 31, 1999
and 1998
Consolidated Statements of Income for each of the three years
in the period ended December 31, 1999
Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 1999
Consolidated Statements of Changes in Shareholders' Equity for each of the three years
in the period
ended December 31, 1999
Notes to Consolidated Financial Statements
Report of Independent Auditors dated January 21, 2000
The financial statements, the notes to financial statements,
and the independent auditors' report listed above are incorporated by reference
in Item 8 of this report from the corresponding portions of the registrant's
Annual Report to Shareholders for the year ended December 31, 1999.
| |
(2) |
Financial Statement
Schedules. None |
| |
|
|
| |
(3) |
Exhibits. The following
exhibits are filed as part of this report: |
| |
3.1
|
|
Restated Articles
of Incorporation. Previously filed as Exhibit 3.1 to the
registrant's Quarterly Report on Form 10-Q for the quarter ended June 30,
1998. Here incorporated by reference. |
| |
|
|
|
| |
3.2
|
|
Bylaws. Previously filed
as Exhibit 3.2 to the registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998, filed with the Commission on March 22, 1999.
Here incorporated by reference. |
| |
|
|
|
| |
4
|
|
Long-Term Debt.
The registrant has outstanding long-term debt which at the time of this
report does not exceed 10% of the registrant's total consolidated assets.
The registrant agrees to furnish copies of the agreements defining the
rights of holders of such long-term debt to the Securities and Exchange
Commission upon request. |
| |
|
|
|
| |
10.1
|
|
Chemical Financial
Corporation Stock Incentive Plan of
1997.* Previously filed as Appendix A to the registrant's Definitive
Proxy Statement with respect to its Annual Meeting of Shareholders held
on April 21, 1997. Here incorporated by reference. |
| |
|
|
|
| |
10.2
|
|
Amended Award and
Stock Option Plan of 1987.* Previously
filed as Exhibit 10(a) to the registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993, filed with the Commission on March
24, 1994. Here incorporated by reference. |
| |
|
|
|
| |
10.3
|
|
Plan for Deferral
of Directors' Fees.* |
11
| |
10.4
|
|
Chemical Financial
Corporation Supplemental Pension Plan.* Previously filed as Exhibit 10.4 to the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, filed with the Commission on March 22, 1999. Here
incorporated by reference. |
| |
|
|
|
| |
10.5
|
|
Retirement Agreement.* |
| |
|
|
|
| |
11
|
|
Statement Regarding
Computation of Per Share Earnings. |
| |
|
|
|
| |
13
|
|
1999 Annual Report
to Shareholders. |
| |
|
|
|
| |
21
|
|
Subsidiaries of
the Registrant. |
| |
|
|
|
| |
23
|
|
Consent of Independent
Auditors. |
| |
|
|
|
| |
27
|
|
Financial Data Schedule
for the Year Ended December 31, 1999. |
| |
|
|
|
| |
99.1
|
|
Chemical Financial
Corporation 401(k) Savings Plan Financial
Statements, Notes and Schedules. |
| |
|
|
|
| |
99.2
|
|
Chemical Financial
Corporation 1992 Stock Purchase Plan
for Subsidiary Directors Financial Statements
and Notes. |
| |
|
|
|
| |
99.3
|
|
Chemical Financial
Corporation 1998 Stock Purchase Plan
for Subsidiary Directors Financial Statements
and Notes. |
* These agreements are management contracts or compensation
plans or arrangements required to be filed as Exhibits to this Form 10-K.
Chemical will furnish a copy of any exhibit listed above
to any shareholder of the registrant without charge upon written request
to Ms. Lori A. Gwizdala, Chief Financial Officer, Chemical Financial Corporation,
333 East Main Street, Midland, Michigan 48640-0569.
| |
(b) |
Reports on Form
8-K. |
| |
|
|
| |
|
No reports on Form 8-K were filed
during the last quarter of the period covered by this report. |
12
Signatures
Pursuant to the Requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
CHEMICAL FINANCIAL CORPORATION |
| |
|
| |
|
| March 22, 2000 |
s/ Aloysius J. Oliver
Aloysius J. Oliver
President and Chief Executive Officer |
| |
|
| |
|
| March 22, 2000 |
s/ Lori A. Gwizdala
Lori A. Gwizdala
Senior Vice President, Chief Financial Officer
and Treasurer |
13
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
| March 22, 2000 |
s/ Aloysius J. Oliver
Aloysius J. Oliver
President and Chief Executive Officer
and Director (Principal Executive Officer) |
| |
|
| |
|
| March 22, 2000 |
s/ James A. Currie
James A. Currie
Director |
| |
|
| |
|
| March ___, 2000 |
Michael L. Dow
Director |
| |
|
| |
|
| March 22, 2000 |
s/ Lori A. Gwizdala
Lori A. Gwizdala
Senior Vice President, Chief Financial
Officer and Treasurer (Principal Financial and
Accounting Officer) |
| |
|
| |
|
| March 22, 2000 |
s/ Terence F. Moore
Terence F. Moore
Director |
| |
|
| |
|
| March 22, 2000 |
s/ Alan W. Ott
Chairman of the Board and Director |
| |
|
| |
|
| March 22, 2000 |
s/ Frank P. Popoff
Frank P. Popoff
Director |
| |
|
| |
|
| March 22, 2000 |
s/ Lawrence A. Reed
Lawrence A. Reed
Director |
| |
|
| |
|
| March 22, 2000 |
s/ William S. Stavropoulos
William S. Stavropoulos
Director |
14
EXHIBIT INDEX
| 3.1 |
|
Restated Articles
of Incorporation. Previously filed as Exhibit 3.1 to the
registrant's Quarterly Report on Form 10-Q for the quarter ended June 30,
1998. Here incorporated by reference. |
| |
|
|
| 3.2 |
|
Bylaws. Previously filed
as Exhibit 3.2 to the registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998, filed with the Commission on March 22, 1999.
Here incorporated by reference. |
| |
|
|
| 4 |
|
Long-Term Debt.
The registrant has outstanding long-term debt which at the time of this
report does not exceed 10% of the registrant's total consolidated assets.
The registrant agrees to furnish copies of the agreements defining the
rights of holders of such long-term debt to the Securities and Exchange
Commission upon request. |
| |
|
|
| 10.1 |
|
Chemical Financial
Corporation Stock Incentive Plan of
1997.* Previously filed as Appendix A to the registrant's Definitive
Proxy Statement with respect to its Annual Meeting of Shareholders held
on April 21, 1997. Here incorporated by reference. |
| |
|
|
| 10.2 |
|
Amended Award and
Stock Option Plan of 1987.* Previously
filed as Exhibit 10(a) to the registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993, filed with the Commission on March
24, 1994. Here incorporated by reference. |
| |
|
|
| 10.3 |
|
Plan for Deferral
of Directors' Fees.* |
| |
|
|
| 10.4 |
|
Chemical Financial
Corporation Supplemental Pension Plan.* Previously
filed as Exhibit 10.4 to the registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, filed with the
Commission on March 22, 1999. Here incorporated by reference. |
| |
|
|
| 10.5 |
|
Retirement Agreement.* |
| |
|
|
| 11 |
|
Statement Regarding
Computation of Per Share Earnings. |
| |
|
|
| 13 |
|
1999 Annual Report
to Shareholders. |
| |
|
|
| 21 |
|
Subsidiaries of
the Registrant. |
| |
|
|
| 23 |
|
Consent of Independent
Auditors. |
| |
|
|
| 27 |
|
Financial Data Schedule
for the Year Ended December 31,
1999. |
| |
|
|
| 99.1 |
|
Chemical Financial
Corporation 401(k) Savings Plan Financial
Statements, Notes and Schedules. |
| |
|
|
| 99.2 |
|
Chemical Financial
Corporation 1992 Stock Purchase Plan
for Subsidiary Directors Financial Statements
and Notes. |
| |
|
|
| 99.3 |
|
Chemical Financial
Corporation 1998 Stock Purchase Plan
for Subsidiary Directors Financial Statements
and Notes. |
15
