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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT PURSUANT SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: May 5, 1997
Commission File No. 0-10585
Mid Am, Inc.
(Exact Name of Registrant as Specified in its Charter)
Ohio 34-1580978
State of Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification Number)
221 South Church Street, Bowling Green, Ohio 43402
(Address of Principal Executive Office) (Zip Code)
(419) 327-6300
(Registrant's Telephone Number)
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ITEM 5: OTHER EVENTS
On May 1, 1997, Mid Am, Inc. (the "Registrant") announced
that it will redeem on June 26, 1997, all 944,373 outstanding
shares of the Company's $1.8125 Cumulative Convertible Preferred
Stock, Series A. A Notice of Redemption and Expiration of
Conversion Privilege has been mailed to all holders of record of
the Company's preferred stock by the Company's transfer agent,
Boston Equiserve, who will also be serving as the Company's
paying agent in the redemption.
Attached hereto as Exhibit 1 is a copy of the Registrant's press
release dated May 1, 1997, which reported the call of the
convertible preferred stock. Attached hereto as Exhibit 2 is a
copy of the materials that were mailed to the shareholders of
record.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
MID AM, INC
Registrant
/s/ W. Granger Souder
W. Granger Souder
Executive Vice President / General Counsel
Date: May 5, 1997
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MID AM, INC.
EXHIBIT INDEX
Exhibit No. Description Page Number
(1) Mid Am, Inc. Calls
Convertible Preferred Stock 5
(2) Materials Mailed to
Shareholders of Record 7
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EXHIBIT 1.
FOR IMMEDIATE RELEASE
CONTACT: Dennis L. Nemec
Executive Vice President & CFO
(419) 373-6462
W. Granger Souder
Executive Vice President
General Counsel
(419) 327-6305
MID AM, INC. CALLS
CONVERTIBLE PREFERRED STOCK
May 1, 1997 (Bowling Green, Ohio NASDAQ: MIAM and MIAMP)
Mid Am, Inc. announced today that it will redeem on June 26,
1997, all 944,373 outstanding shares of the Company's $1.8125
Cumulative Convertible Preferred Stock, Series A.
The redemption price is $25.00, plus 13 cents in accrued and
unpaid dividends through the date of redemption, for a total
Redemption Price of $25.13 per share of preferred stock.
Shareholders also have the right to convert the preferred shares
into shares of the Company's common stock prior to June 16, 1997,
at a rate of 2.44015 shares of common stock for each share of
preferred stock. Based upon the closing price of the Company's
common stock on April 30, 1997, the conversion rate corresponds
to a conversion price of $42.09 per share of preferred stock
converted.
A Notice of Redemption and Expiration of Conversion
Privilege has been mailed to all holders of record of the Company's
preferred stock by the Company's transfer agent, Boston EquiServe,
who will also be serving as the Company's paying agent
in the redemption.
Mid Am, Inc. is a $2.2 billion financial services holding
company, headquartered in Bowling Green, Ohio. Affiliates
include Mid American National Bank & Trust Company, Toledo, Ohio;
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First National Bank Northwest Ohio, Bryan, Ohio; American
Community Bank, N.A., Lima, Ohio; AmeriFirst Bank, N.A., Xenia,
Ohio; Adrian State Bank, Adrian, Michigan; Mid Am Recovery
Services, Inc., Clearwater, Florida; MFI Investments Corp.,
Bryan, Ohio; Mid Am Credit Corp., Columbus, Ohio; Mid Am
Financial Services, Inc., Carmel, Indiana; Simplicity Mortgage
Consultants, Inc., Marion, Indiana; Mid Am Private Trust, N.A.,
Cincinnati, Ohio; Mid Am Title Insurance Agency, Inc., Adrian,
Michigan; and Mid Am Information Services, Inc., Bowling Green,
Ohio.
-end-
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EXHIBIT 2.
MATERIALS MAILED TO SHAREHOLDERS OF RECORD
May 1, 1997
Dear Preferred Shareholder:
Enclosed with this letter is a very important notice concerning
your shares of preferred stock of Mid Am, Inc.
On June 26, 1997, the Company will redeem all of its outstanding
shares of preferred stock. Our records indicate that you are a
holder of record of preferred shares, and you will be effected by
this redemption.
The redemption price is $25.00 per share of preferred stock owned
by you.
You do, however, have the right to convert your preferred shares
into shares of common stock at a rate of 2.44015 shares of Mid
Am, Inc. Common Stock for each share of preferred stock.
However, to do so, your preferred shares along with a Letter of
Transmittal (or Notice of Conversion) must be received by our
transfer and paying agent, Boston EquiServe, no later than
June 16, 1997.
Based upon the closing price of Mid Am, Inc. Common Stock on
April 30, 1997, of $17.25, the conversion value amounts to $42.09
per share of preferred stock. Therefore, should you wish to
convert your preferred shares into shares of common stock, you
are encouraged to do so at your earliest convenience.
Should you have any questions regarding the redemption or any of
the materials contained in this mailing, please feel free to
contact Boston EquiServe at (800) 426-5523 or Mid Am's
Shareholder Relations Department at (419) 327-6331.
Sincerely,
Edward J. Reiter
Chairman and CEO
kls
Enclosures
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Notice of Redemption and Expiration
of Conversion Privilege
MID AM, INC.
$1.8125 Cumulative Convertible Preferred Stock, Series A
Redemption Date: June 26, 1997
NOTICE IS HEREBY GIVEN that Mid Am, Inc., an Ohio corporation
(the Company) pursuant to the provisions of its Amended and
Restated Articles of Incorporation, has elected to redeem and
will redeem on June 26, 1997 (the Redemption Date) all of its
outstanding shares of $1.8125 Cumulative Convertible Preferred
Stock, Series A (the Preferred Shares). Pursuant to the terms of
the Preferred Shares, and as a result of the call for redemption,
holders of the Preferred Shares (Holders) are entitled to receive
from the Company the redemption price of $25.00 plus accrued
dividends from June 1, 1997, to the Redemption Date in the amount
of $0.13 for a total redemption price of $25.13 (the Redemption
Price). The Preferred Shares are convertible into shares of
common stock, without par value, of the Company (the Common
Stock) at the conversion rate of 2.44015 shares of Common Stock
for each Preferred Share until 5:00 p.m., EDT, on June 16, 1997.
The aggregate number of Preferred Shares outstanding on April 30,
1997 was 944,373.
Alternatives Available to Holders of Preferred Shares
1. Redemption of Preferred Shares: Preferred Shares which
have not been converted into Common Stock by 5:00 p.m., EDT, on
June 16, 1997, will be redeemed on the Redemption Date for the
Redemption Price. From and after the Redemption Date, dividends
will cease to accrue. From and after 5:00 p.m., EDT, on June 16,
1997, Holders will no longer have the right to convert their
Preferred Shares into Common Stock or any other rights as Holders
other than the right to receive the Redemption Price in the
amount of $25.13 upon surrender of their Preferred Shares.
To receive the Redemption Price for any Preferred Shares
redeemed, the Holder must surrender such Preferred Shares to the
Company by hand delivery or mail to: Boston EquiServe, 150 Royall
Street, Mail Stop 45-02-53, Canton, MA 02021, Attn: Corporate
Reorganization. Boston EquiServe has been retained as paying
agent in connection with the redemption.
2. Conversion of Preferred Shares into Common Stock: The
Preferred Shares are convertible into Common Stock of the Company
at the conversion rate of 2.44015 shares of Common Stock for each
of the Preferred Shares. Based upon the closing price of the
Common Stock on April 30, 1997, the conversion price per
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Preferred Share is $42.09. No fractional share or scrip
representing a fractional share of Common Stock will be issued
upon conversion of the Preferred Shares. In lieu of any
fractional share, an equivalent amount will be paid in cash by
the Company on the basis of the daily average closing price of
the Common Stock for a period of thirty business days ending on
the business day prior to the conversion date. Each conversion
is deemed to have been effected on the business day on which the
Preferred Share is surrendered to and received by the transfer
agent.
On April 30, 1997, the closing price of the Company's Common
Stock on the NASDAQ Stock Market was $17.25 per share. During
the period from January 1, 1997 to April 30, 1997, the closing
price of the Company's Common Stock as reported by the NASDAQ
Stock Market has been as high as $17.375 per share and as low as
$16.375 per share.
If the market price of the Common Stock is greater than
$10.25 per share, Holders of the Preferred Shares will receive
upon conversion Common Stock (including cash paid in lieu of a
fractional share and dividends accrued to the date of conversion)
then having the market value (without giving effect to
commissions and other costs of sale) greater than the amount of
cash which they would be entitled to receive upon redemption.
Holders of the Preferred Shares are urged to obtain current
market quotations for the Company's Common Stock. The Company
cannot predict the effect of conversion or redemption of the
Preferred Shares on the market price for the Common Stock of the
Company.
Elections to convert or redeem are irrevocable. Holders may
also elect to convert a portion of any Preferred Shares and
redeem the remaining portion.
To convert Preferred Shares into Common Stock, the Holder
must complete the Notice of Conversion on the form previously
provided to the holders of the Preferred Shares or properly
complete the attached letter of Transmittal electing conversion
thereon, duly execute such Notice of Conversion or Letter of
Transmittal and surrender the Preferred Shares to the Company's
transfer agent, Boston EquiServe, at the address set forth above
prior to the close of business on June 16, 1997. Extra time
should be allowed for a Notice of Conversion or Letter of
Transmittal and Preferred Shares sent by mail because they must
be received by the transfer agent on or before June 16, 1997.
The conversion privilege expires at 5:00 p.m. EDT on June
16, 1997. To effectuate a conversion of Preferred Shares, the
executed Notice of Conversion or Letter of Transmittal and the
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Preferred Shares must be received by the transfer agent prior to
5:00 p.m. EDT on June 16, 1997, time being of the essence. Any
Preferred Shares that have not been received by the transfer
agent for conversion by that time will automatically be redeemed
as set forth above. The time of receipt, not the time of
mailing, determines whether the Preferred Shares have been
properly tendered for conversion. Sufficient time should be
allowed for delivery. In all events, the method of transmitting
Preferred Shares is at the option and sole risk of the Holder.
Federal Income Taxes
Taxable gain or loss will generally be the amount realized
in the redemption and be recognized by Holders upon redemption of
their Preferred Shares in an amount equal to the difference
between their tax basis in the Preferred Shares and the
Redemption Price. Gain or loss upon the redemption of the
Preferred Shares will be capital gain or loss if the Preferred
Shares are a capital asset in the hands of the Holder.
No taxable gain or loss will be recognized by Holders upon
conversion of the Preferred Shares into Common Stock, except for
cash received in lieu of fractional shares. A Holder who
receives cash in lieu of fractional shares will be treated as if
the fractional share were received as part of the conversion and
then as having received cash in redemption of such fractional
share. The Holder s basis in the Common Stock received
(including fractional share interest deemed received) on
conversion of a Preferred Share will be the same as the Holder's
basis in the Preferred Share at the time of conversion. In
addition, a Holder who converts will have income (including
fractional share interests deemed received) in the amount of
accrued dividends paid.
Holders should consult their own tax advisors as to the tax
consequences applicable to them upon conversion or redemption.
General
A Letter of Transmittal and a Substitute Form W-9, together
with Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9, is being sent to all Holders of
record of the Preferred Shares. The Letter of Transmittal
contains instructions that you should read and follow carefully.
Please return the fully completed Letter of Transmittal and
Substitute Form W-9 when surrendering Preferred Shares for
redemption or conversion. A Holder's failure to furnish the
Substitute Form W-9 may subject the Holder to a penalty imposed
by the Internal Revenue Service and backup withholding of 31% of
any payment made to Holder. If you have any questions or desire
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additional copies of any of the documents, you may call the
Company's Shareholder Relations Department at (419) 327-6331.
Dated: May 1, 1997 MID AM, INC.
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MID AM, INC.
LETTER OF TRANSMITTAL
(To Accompany $1.8125 Cumulative Convertible Preferred Stock,
Series A)
To: Corporate Reorganization
Boston EquiServe
150 Royall Street, Mail Stop 45-02-53
Canton, MA 02021
Attached are certificates for $1.8125 Cumulative Convertible
Preferred Stock, Series A (the Preferred Shares) of Mid Am, Inc.
(the Company), numbered and registered as listed below:
ITEM A.
--Registered in the Name of--
- --Preferred Shares Holder Please Fill in--
Certificate
Number(s)
Number of Shares per Certificate
Total Number of Shares
IF THE NAME OR ADDRESS SHOWN ABOVE IS NOT CORRECT,
PLEASE INDICATE ANY CHANGES NECESSARY.
ITEM B.
INDICATE CHOICE BY CHECKING ONE BOX:
1. Conversion into Common Stock of the Company (the Common
Stock) based on a conversion rate of 2.44015 shares of Common
Stock for each Preferred Share with cash in lieu of any
fractional share. (See Instruction 2.)
2. Redemption at the price of $25.13 per Preferred Share,
which includes dividends accrued from June 1, 1997. (See
Instruction 3.)
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3. Partial redemption for cash and partial conversion into
Common Stock. (See Instruction 4.)
Number of Shares for Redemption:______________
Number of Shares for Conversion into Common Stock:______________
Total (must equal the total number of Preferred Shares
surrendered):______________
IF NO BOX IS CHECKED, THE ABOVE CERTIFICATES ARE DEEMED
TO BE SURRENDERED FOR REDEMPTION
If Common Stock certificate(s) and/or check are to be issued in a
name other than as indicated in Item A above, fill in this space.
Also, the certificates must be properly endorsed or be
accompanied by appropriate powers, properly executed by the
registered owner(s), so that such endorsement or powers are
signed exactly as the name(s) of the registered owner(s) appear
on the certificates, and the signature(s) must be properly
guaranteed by an eligible guarantor institution with membership
in an approved signature guarantee medallion program pursuant to
SEC Rule 17 AD-15.
ITEM C. Issue to (Type or Print):
Name:
Address:
Social Security Number
or Taxpayer I.D. Number:
If Common Stock certificate(s) and/or check are to be mailed to
an address other than as indicated in Item A above, fill in this
space.
ITEM D. Mail to (Type or Print):
Name:
Address:
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The signature(s) on this Letter of Transmittal must correspond
exactly with the name(s) of the: (1) registered owner(s) of the
certificates surrendered, or (2) person(s) to whom each such
certificate has been properly assigned and transferred. Social
Security Number or Tax I.D. Number must be provided.
NOTE: THE SUBSTITUTE FORM W-9 BELOW MUST BE COMPLETED.
ITEM E.
Dated:
Signature:
Signature:
Telephone ( )
Social Security Number
or Taxpayer I.D. Number:
FAILURE TO COMPLETE AND RETURN THE FOLLOWING FORM MAY
RESULT IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENT MADE TO YOU.
PAYER'S NAME : MID AM, INC.
SUBSTITUTE
FORM W-9
Department of the Treasury
Internal Revenue Service
Payer's Request for Taxpayer Identification Number (TIN)
PLEASE PROVIDE YOUR TAXPAYER IDENTIFICATION NUMBER IN THE BOX
AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW
Social Security Number
OR
Employer Identification Number
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Certification - Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer
Identification Number (or I am waiting for a number to be issued
to me), and (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 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 has notified me that I
am no longer subject to backup withholding.
Certification Instructions - You must cross out item (2) above if
you have been notified by IRS that you are currently subject to
backup withholding because of underreporting interest or
dividends on your tax return. However, if after being notified
by IRS that you were subject to backup withholding, you received
another notification from IRS that you are no longer subject to
backup withholding, do not cross out item (2).
SIGNATURE
DATE
PLEASE FOLLOW CAREFULLY THE INSTRUCTIONS INCLUDED
Date Received Certificate(s)
Examined By
Checked By
Stops Checked
Number of Shares Received for:
Number of Shares Resulting
Fractional Shares Resulting
Amount of Check
Certificate Nos.
Issued
Conversion................ $
Redemption.............. $
Check Number
Batch No. Delivery prepared by
Checked by Date Delivered
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INSTRUCTIONS
1. General
Please do not send certificates to the Company. The
certificates, together with the signed and completed Letter
of Transmittal and any required supporting documents, should be
mailed in the enclosed addressed envelope, or otherwise
delivered, to Boston EquiServe, at the address indicated on the
Letter of Transmittal. If mail is used, it is recommended that
registered mail, properly insured, be used as a precaution
against loss. The method of transmitting the certificates,
however, is at the option and risk of the holder.
Items A, B and E of this Letter of Transmittal and the Form
W-9 must be completed in all cases.
If in any case you wish a Common Stock certificate and/or
check to be mailed to an address other than that shown in Item A
on the Letter of Transmittal, you MUST complete Item D on the
Letter of Transmittal.
If in any case you wish a Common Stock certificate and/or
check in a name other than that of the registered owner of the
Preferred Shares shown in Item A on the Letter of Transmittal,
you must complete and follow the instructions of Item C on the
Letter of Transmittal.
2. If you Wish to Convert
If you wish to convert your Preferred Shares into Common
Stock, your Preferred Share certificates and completed Letter of
Transmittal must be received by Boston EquiServe prior to
5:00 p.m. EDT on June 16, 1997. You may convert by delivering
certificates and appropriate notification to Boston EquiServe
prior to such time.
No fractional share of Common Stock will be issued upon
conversion. Instead, a cash payment for such fractional share
will be made on the basis of the daily average closing price of
the Common Stock on The NASDAQ Stock Market for a period of
thirty business days ending on the business day preceding the day
that such Preferred Shares are surrendered in satisfactory form
for conversion.
3. If You Wish to be Redeemed
If you wish your Preferred Shares to be redeemed by the
Company for cash, your certificates and completed Letter of
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Transmittal must be sent to Boston EquiServe. A check will be
sent to you when the certificates and Letter of Transmittal
have been received by Boston EquiServe, but in no event earlier
than the redemption date, June 26, 1997.
4. If you Wish to Redeem a Portion and Convert a Portion
Holders may elect to convert a portion of any Preferred
Shares and redeem the remaining portion. If you choose this
option, your certificates and completed Letter of Transmittal
must be received by Boston EquiServe prior to 5:00 p.m. EDT
June 16, 1997. If you choose this option, you must indicate the
proper apportionment in the space provided. Failure to complete
the apportionment space shall be deemed an election to have the
Preferred Shares redeemed. If the apportionment amounts supplied
do not total the total number of Preferred Shares surrendered,
Boston EquiServe shall treat the balance of shares as having been
surrendered for conversion.
5. Signature by Other Than Registered Holder
If the Letter of Transmittal is signed in Item E by an
executor, administrator, trustee, guardian, attorney or the like,
the Letter of Transmittal and certificates must be accompanied by
evidence, satisfactory to Boston EquiServe and the Company of the
authority of such person to sign the Letter of Transmittal.
If the Letter of Transmittal is signed in Item E by a
person, other than the registered holder, who is not a person
described in the preceding paragraph, the certificates must be
properly endorsed or be accompanied by appropriate powers,
properly executed by the registered owner(s), so that such
endorsement or powers are signed exactly as the name(s) of the
registered owner(s) appear on the certificates, and the
signature(s) must be properly guaranteed by an eligible guarantor
institution with membership in an approved signature guarantee
medallion program pursuant to SEC Rule 17Ad-15.
6. Joint Holders or Certificates Registered in Different Names
If certificates are tendered by joint holders or owners, all
such persons must sign the Letter of Transmittal in Item E. If
certificates are registered in different names or forms of
ownership, separate Letters of Transmittal must be completed,
signed and returned for each different registration.
7. Stock Transfer Taxes
It is not presently anticipated that any stock transfer
taxes will be payable in connection with the issue of stock
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certificates on conversion of Preferred Shares. If, however, it
should develop that in certain circumstances such taxes may be
payable, conversion of Preferred Shares will be effected without
charge to the converting holder for any such stock transfer tax
except in the following cases. If Common Stock certificates
issued upon conversion are to be registered in the name of any
person other than the registered holder, or if tendered
certificates are registered in the name of any person other than
the person(s) signing the Letter of Transmittal, the amount of
any such transfer taxes (whether imposed on the registered holder
or such person) payable on account of the transfer to such person
will be charged to the person signing the Letter of Transmittal
if satisfactory evidence of the payment of such taxes, or
exemption therefrom, is not submitted with the Letter of
Transmittal. The Company will not be required to issue or
deliver Common Stock certificates in any such case until person
has made payment of such tax to Boston EquiServe or submitted
such evidence.
8. Lost or Destroyed Preferred Share Certificates
If your Preferred Share certificates have been either lost
or destroyed, notify Boston EquiServe of this fact promptly at
its address set forth on the Letter of Transmittal or call Bill
Chouinard, Boston EquiServe, (617)575-4225. You will then be
instructed as to the steps you must take in order to redeem or
convert the Preferred Shares that you own.
9. Questions on How to Submit Your Certificates
All questions regarding appropriate procedures for
surrendering Preferred Share certificates should be directed
to Boston EquiServe s Customer Service line, (800) 426-5523, or
Mid Am, Inc. s Shareholder Relations Department, (419) 327-6331.
IMPORTANT TAX INFORMATION
INSTRUCTIONS FOR SUBSTITUTE FORM W-9
Payer s Request for Taxpayer Identification Number
Under the federal income tax law, a security holder who
redeems or otherwise disposes of securities, in whole or in part
for cash, is required to furnish the payer with the holder's
Social Security Number or other Taxpayer Identification Number
(TIN), certified under penalties of perjury. If the security
holder does not furnish the correct TIN in this manner, the
holder may be subject to a penalty imposed by the Internal
Revenue Service (IRS). In addition, payments to such security
holder may be subject to backup withholding.