SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transaction period from ______ to _______.
Commission file number: 0-14209
FIRSTBANK CORPORATION
(Exact name of registrant as specified in its charter)
Michigan 38-2633910
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification
Number)
311 Woodworth Avenue, Alma, Michigan 48801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (517) 463-3131
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Sections 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 filing requirements for the past 90 days. [X] Yes [ ] No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common stock . . . 1,635,234 shares outstanding as of April 30, 1997.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (UNAUDITED)
Consolidated balance sheets . . . . March 31, 1997 and
December 31, 1996. page 3
Consolidated statements of income . . . . three months ended
March 31, 1997, and March 31, 1996. page 4
Consolidated statements of changes in shareholders' equity page 5
Consolidated statements of cash flows . . . . three months
ended March 31, 1997, and March 31, 1996. page 6
Notes to consolidated financial statements. . . .March 31, 1997. page 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations. page 10
PART II. OTHER INFORMATION
Item 2. Changes in Securities page 12
Item 4. Submission of Matters to a Vote of Security Holders page 12
Item 6. Exhibits and Reports on Form 8-K page 13
SIGNATURES page 14
EXHIBITS
Exhibit 3(i) -- Articles of Incorporation
Exhibit 27 -- Financial Data Schedule
Page 2 of 20
FIRSTBANK CORPORATION
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 1997, AND DECEMBER 31, 1996
(UNAUDITED)
MARCH 31, DECEMBER 31,
1996 1995
--------- ------------
ASSETS
Cash and due from banks $ 18,048,821 $ 19,430,993
Short term investments 3,578,372 1,797,479
-------------- -------------
Total cash and cash equivalents 21,627,193 21,228,472
Securities available for sale 63,888,831 57,561,141
Loans
Loans held for sale 6,357,329 6,755,863
Portfolio Loans
Commercial 125,815,874 121,945,076
Real estate mortgage, portfolio 117,139,889 115,849,643
Consumer 69,259,482 69,080,989
-------------- -------------
Total loans 318,572,574 313,631,571
Less allowance for loan losses (6,429,000) (6,247,000)
-------------- -------------
Net loans 312,143,574 307,384,571
Premises and equipment, net 8,106,820 8,218,954
Acquisition intangibles 3,603,319 3,847,832
Accrued interest receivable 2,722,702 2,236,870
Other assets 4,222,268 4,093,102
TOTAL ASSETS $ 416,314,707 $ 404,570,942
============== =============
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Deposits:
Noninterest bearing accounts $ 45,314,836 $ 47,752,360
Interest bearing accounts:
Demand 83,519,810 86,768,530
Savings 60,131,646 59,391,775
Time 175,265,669 164,756,724
-------------- -------------
Total deposits 364,231,961 358,669,389
Securities sold under agreements to
repurchase and overnight
borrowings 11,490,411 6,832,592
Notes payable 4,643,504 3,741,861
-------------- -------------
Page 3 of 20
Accrued interest and other liabilities 4,643,504 3,741,861
-------------- -------------
Total liabilities 382,592,341 371,482,881
SHAREHOLDERS' EQUITY
Preferred stock; no par value, 300,000
shares authorized, none issued
Common stock; 2,500,000 shares
authorized, 1,633,234 shares
issued and outstanding (1,619,986
in March 1997 and 1,627,843 in
December 1996) 24,403,638 24,228,132
Retained earnings 9,165,228 8,296,590
Unrealized gain (loss) on available for
sale securities 153,500 563,339
-------------- -------------
Total shareholders' equity 33,722,366 33,088,061
-------------- -------------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $ 416,314,707 $ 404,570,942
============== =============
See notes to consolidated financial statements
Page 4 of 20
FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
MARCH 31, 1997 AND 1996
(UNAUDITED)
THREE MONTHS
ENDED MARCH 31,
1997 1996
------------ --------------
Interest income:
Interest and fees on loans $ 7,274,784 $ 6,407,519
Investment securities
Taxable 503,211 512,346
Exempt from Federal Income Tax 366,523 385,718
Short term investments 68,774 52,157
Total interest income 8,213,292 7,357,740
Interest expense:
Deposits 3,482,290 3,103,316
Notes payable and other 140,426 149,174
Total interest expense 3,622,716 3,252,490
Net interest income 4,590,576 4,105,250
Provision for loan losses 251,000 297,000
Net interest income after
provision for loan losses 4,339,576 3,808,250
Noninterest income:
Gain on sale of mortgage loans 118,239 154,491
Service charges on deposit accounts 254,584 235,685
Trust fees 56,844 52,129
Gain on sale of securities 0 888
Other 318,259 332,336
Total noninterest income 747,926 775,529
Noninterest expense:
Salaries and employee benefits 1,742,702 1,611,847
Occupancy 474,180 494,263
FDIC Insurance premium (8,338) 21,814
Michigan Single Business Tax 95,500 81,200
Other 1,081,446 944,108
Total noninterest expense 3,385,490 3,153,232
Income before federal income taxes 1,702,012 1,430,547
Federal income taxes 475,000 377,000
------------ ------------
NET INCOME $ 1,227,012 $ 1,053,547
============ ============
Page 5 of 20
Per Share:
NET INCOME $ 0.75 $ 0.65
============ ============
DIVIDENDS $ 0.22 $ 0.17
============ ============
See notes to the consolidated financial statements.
Page 6 of 20
FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
NET UNREALIZED
APPRECIATION
(DEPRECIATION) ON
(IN THOUSANDS) COMMON RETAINED AVAILABLE FOR SALE
STOCK EARNINGS SECURITIES TOTAL
------------ -------- --------------- ----------
BALANCES AT DECEMBER 31, 1995 $ 21,355,293 $ 7,583,783 $ 913,577 $29,852,653
Cash dividends - $.80 per share (1,297,400) (1,297,400)
5% stock dividend - 77,060 shares 2,620,039 (2,633,181) (13,142)
Issuance of 2,128 shares of common stock
through exercise of stock options 46,947 46,947
Issuance of 4,870 shares of common stock
through dividend reinvestment plan 144,063 144,063
Issuance of 1,831 shares of common stock
through supplemental purchase under
dividend reinvestment plan 61,790 61,790
Net change in unrealized appreciation
(depreciation) on available for
sale securities (350,238) (350,238)
Net income for 1996 4,643,388 4,643,388
------------ ----------- --------- -----------
BALANCES AT DECEMBER 31, 1996 24,228,132 8,296,590 563,339 33,088,061
Cash dividends - $.22 per share (358,374) (358,374)
Issuance of 1,262 shares of common stock 30,708 30,708
through exercise of stock options
Issuance of 2,514 shares of common stock 86,889 86,889
through dividend reinvestment plan
Issuance of 1,615 shares of common stock 57,909 57,909
through supplemental purchase under
dividend reinvestment plan
Net change in unrealized appreciation
(depreciation) on available for
sale securities (409,839) (409,839)
Net income year to date 1,227,012 1,227,012
------------ ----------- --------- -----------
BALANCES AT MARCH 31, 1997 $ 24,403,638 $ 9,165,228 $ 153,500 $33,722,366
============ =========== ========= ===========
See notes to consolidated financial statements.
Page 7 of 20
FIRSTBANK CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED
MARCH 31, 1997 AND 1996
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
1997 1996
---- ----
OPERATING ACTIVITIES
Net income $ 1,227,012 $ 1,053,547
Adjustments to reconcile net income to net cash provided
by operating activities
Provision for loan losses 251,000 297,000
Depreciation of premises and equipment 208,473 185,739
Net amortization of security premiums/discounts 51,167 88,608
Gain on sale of securities (888)
Amortization of goodwill and other intangibles 244,513 55,736
Gain on sale of mortgage loans (118,239) (154,491)
Proceeds from sales of mortgage loans 8,694,453 9,596,749
Unrealized loss on loans held for sale 118,800 124,799
Loans originated for sale (8,177,680) (14,844,508)
Decrease (increase) in accrued interest receivable
and other assets (403,870) 118,647
Increase in accrued interest payable and other liabilities 901,643 457,902
------------- --------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 2,997,272 (3,021,160)
INVESTING ACTIVITIES
Proceeds from sale of securities available for sale 47,898
Proceeds from maturities of securities available for sale 5,444,116 2,605,293
Purchases of securities available for sale (13,480,484) (4,830,430)
Net increase in portfolio loans (4,538,691) (5,626,641)
Net purchases of premises and equipment (96,339) (172,724)
------------- --------------
NET CASH USED IN INVESTING ACTIVITIES (12,623,500) (8,024,502)
FINANCING ACTIVITIES
Net increase in deposits 5,562,572 7,887,382
Increase in securities sold under agreements
to repurchase and other short term borrowings 4,657,819 2,909,507
Reduction of note payable (12,574)
Cash proceeds from issuance of common stock 175,506 12,762
Cash dividends (358,374) (277,713)
------------- --------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 10,024,949 10,531,938
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 398,721 (513,724)
Cash and cash equivalents at beginning of period 21,228,472 16,748,740
------------- --------------
Page 8 of 20
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 21,627,193 $ 16,235,016
============= ==============
Supplemental Disclosure
Interest Paid $ 3,466,411 $ 3,181,744
Income Taxes Paid $ 0 $ 75,000
See notes to consolidated financial statements.
Page 9 of 20
FIRSTBANK CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
(UNAUDITED)
NOTE A - FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three month period ended
March 31, 1997, are not necessarily indicative of the results that may
be expected for the year ended December 31, 1997. The balance sheet
at December 31, 1996, has been derived from the audited financial
statements at that date. For further information, refer to the
consolidated financial statements and footnotes thereto included in
the Corporation's annual report on Form 10-K for the year ended
December 31, 1996. Net income per share is based on the weighted
average shares outstanding for each period, 1,633,234 in 1997 and
1,619,986 in 1996.
NOTE B - SECURITIES
Individual securities held in the security portfolio are classified as
securities available for sale. Securities might be sold prior to
maturity due to changes in interest rates, prepayment risks, yield,
availability of alternate investments, liquidity needs or other
factors. As required by SFAS 115, securities classified as available
for sale are reported at their fair value and the related unrealized
holding gain or loss is reported, net of related income tax effects,
as a separate component of shareholders' equity until realized.
NOTE C - LOAN COMMITMENTS
Loan commitments (including unused lines of credit and letters of
credit) are made to accommodate the financial needs of the Banks'
customers. The commitments have credit risk essentially the same as
that involved in extending loans to customers, and are subject to the
Banks' normal credit policies and collateral requirements. Loan
commitments, which are predominately at variable rates, were
approximately $46,725,935 and $44,025,790 at March 31, 1997, and
December 31, 1996, respectively.
Page 10 of 20
NOTE D - NONPERFORMING LOANS AND ALLOWANCE FOR LOAN LOSSES
NONPERFORMING LOANS AND ASSETS
The following table summarizes nonaccrual and past due loans at the
dates indicated:
MARCH 31, DECEMBER 31,
(DOLLARS IN THOUSANDS) 1997 1996
--------- ------------
Nonperforming loans:
Nonaccrual loans $ 199 $ 218
Loans 90 days or more past due 302 689
Renegotiated loans 141 150
--------- ---------
Total nonperforming loans $ 642 $ 1,057
========= =========
Property from defaulted loans $ 85 $ 130
========= =========
Nonperforming loans as a percent of:
Total loans .20% .34%
========= =========
Allowance for loan losses 9.99% 16.9%
========= =========
ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES
The following table summarizes changes in the allowance for loan
losses arising from loans charged off, recoveries on loans previously
charged off, and additions to the allowance which have been charged to
expense.
Page 11 of 20
THREE THREE TWELVE
MONTHS MONTHS MONTHS
ENDED ENDED ENDED
MARCH 31, MARCH 31, DECEMBER 31,
(DOLLARS IN THOUSANDS) 1997 1996 1996
--------- --------- ------------
Balance at beginning of period $ 6,247 $ 4,876 $ 4,876
Charge-offs (174) (113) (780)
Recoveries 105 66 313
---------- --------- ---------
Net charge-offs (67) (47) (467)
Additions to allowance for
loan losses 251 297 1,838
---------- --------- ---------
Balance at end of period $ 6,429 $ 5,126 $ 6,247
========== ========= =========
Average loans outstanding
during the period $ 315,539 $ 268,216 $ 290,181
========== ========= =========
Loans outstanding at end of period $ 318,573 $ 275,704 $ 314,620
========== ========= =========
Allowance as a percent of:
Total loans at end of period 2.02% 1.86% 1.99%
========== ========= =========
Nonperforming loans at end of
period 1,000% 951% 591%
========== ========= =========
Net charge-offs as a percent of:
Average loans outstanding .02% .07% .16%
========== ========= =========
Average Allowance for loan losses 1.06% 3.80% 8.59%
========== ========= =========
Page 12 of 20
NOTE E - RECLASSIFICATION
Certain 1996 amounts have been reclassified to conform to the 1997
presentation.
NOTE F - ACCOUNTING STANDARDS
In August 1996, the FASB issued Statement of Financial Accounting
Standards No. 125, ACCOUNTING FOR TRANSFERS AND SERVICING OF FINANCIAL
ASSETS AND EXTINGUISHMENTS OF LIABILITIES. The Statement is effective
for transfers and servicing of financial assets and extinguishments of
liabilities for some transactions in 1997 and others in 1998, and is
to be applied prospectively. Example transactions covered by SFAS No.
125 include asset securitizations, repurchase agreements, wash sales,
loan participations, transfers of loans with recourse and servicing of
loans. The standard is based on a consistent application of a
financial-components approach that focuses on control. Under this
Statement, after a transfer of financial assets, an entity recognizes
the financial and servicing assets it controls and the liabilities it
has incurred, derecognizes financial assets when control has been
surrendered, and derecognizes liabilities when extinguished. The
Statement provides consistent standards for distinguishing transfers
of financial assets that are sales from transfers that are secured
borrowings. SFAS No. 125 supersedes SFAS No. 122, ACCOUNTING FOR
MORTGAGE SERVICING RIGHTS, and supersedes SFAS No. 76, EXTINGUISHMENT
OF DEBT and SFAS No. 77, REPORTING BY TRANSFERORS FOR TRANSFERS OF
RECEIVABLES WITH RECOURSE. Retroactive application is not permitted.
The Corporation has adopted SFAS 125 according to the statement's
effective dates, and its adoption has had no material impact on the
Corporation's financial position or results of operations.
Page 13 of 20
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
The consolidated financial information presented is for Firstbank
Corporation ("Corporation") and its wholly owned subsidiaries, Bank of
Alma, Firstbank (Mt. Pleasant), and 1st Bank (West Branch)
(collectively, the "Banks").
FINANCIAL CONDITION
Total assets of the Corporation grew $13 million or 3.5% from December
31, 1996, to March 31, 1997. Two-thirds of this growth, over $7
million, has occurred in investment securities as the Corporation has
invested excess cash. An increase in loans of $4 million represents
the rest of this change.
The $7 million growth in investment securities represents a 13%
increase during the first three months of 1997. The Corporation had
some excess cash from a Branch acquisition which occurred in December
1996. Two million dollars of this excess was invested in short term
60-90 days instruments to be available for projected loan demand. The
remainder was placed in longer maturity instruments. In addition, the
Corporation was the successful bidder for some municipal deposits that
were invested in some short term investments. All securities are
classified as available for sale.
Fixed rate loans have experienced the majority of the growth with
commercial fixed rates loans showing the largest increase of over $3
million. The Corporation is presently experiencing comparatively low
demand for variable rate loan products.
The allowance for loan losses has increased $182,000 or 2.9% from
December 31, 1996, to March 31, 1997. The allowance is 2.02% of
outstanding loans at March 31, 1997, compared to 1.99% at December 31,
1996. Management continues to maintain the allowance for loan losses
at a level considered appropriate to absorb losses in the portfolio.
The allowance balance is established after considering past loan loss
experience, current economic conditions, volume, growth and
composition of the loan portfolio, delinquencies, and other relevant
factors.
At March 31, 1997, accrued interest receivables exceeded December 31,
1996, levels by $500,000 or 22%. Average deposits have grown $33
million or over 10% in the same time frame. The average balances for
December only included 15 days of deposits acquired through a Branch
purchase. March averages include those deposits for the entire
period. The interest accrual at this time includes a full cycle of
interest on the acquired deposits. In addition, deposit costs have
posted an 8 basis point increase during that same period.
Page 14 of 20
Deposits have grown $5.6 million in the first quarter of 1997. Time
deposits have posted increases of $10.5 million, with some of the
funds generated from demand accounts in response to a certificate of
deposit promotional. The Corporation has also been successful in
bidding for municipal deposits.
Securities sold under agreements to repurchase have increased over $4
million during the first three months of 1997. Several new repurchase
accounts were established during the first quarter of 1997, with the
majority of the funds transferred from deposit accounts.
Total shareholders' equity reflects an increase of $634,000 or 1.9%
during the first quarter of 1997. Net income of $1,227,000 and stock
transactions of $175,000 increased shareholders' equity while
dividends of $358,000 and a change in net unrealized gain (loss) on
available for sale securities of $410,000 reduced shareholders'
equity. Book value per share at December 31, 1996, was $20.33
compared to $20.65 at March 31, 1997.
The following table discloses compliance with current regulatory
requirements on a consolidated basis:
TIER 1 RISK-BASED
(DOLLARS IN THOUSANDS) LEVERAGE CAPITAL CAPITAL
-------- ------- ---------
Capital balances at March 31, 1997 29,930 29,930 33,810
Required Regulatory Capital 16,154 12,315 24,630
Capital in excess of regulatory minimums 13,776 17,615 9,180
Capital ratios at March 31, 1997 7.41% 9.72% 10.98%
Regulatory capital ratios -"well capitalized"
definition 5.00% 6.00% 10.00%
Regulatory capital ratios -minimum requirement 4.00% 4.00% 8.00%
RESULTS OF OPERATIONS
Net income for the first quarter of 1997 was $1,227,000, a 16.5%
increase over the $1,054,000 earned during the first three months of
1996. Net interest income of $4.6 million was up 11.8% from the same
time period of 1996. A 13.9%, or $52 million, increase in average
earning assets contributed to the strength of net interest income.
Net income per share increased $.10 or 15.9% from $.65 for the first
quarter of 1996 to $.75 for the first three months of 1997. The 1996
per share results are restated to reflect the 1996 5% stock dividend.
Page 15 of 20
The provision for loan losses was $251,000 for the first quarter of
1997. The three month provision is $46,000 or 15.5% less than the
$297,000 provision for the first quarter of 1996. Upon analysis of
the loan portfolio, management believes that the provision maintains
the allowance for the loan losses at an appropriate level.
Noninterest income posted a slight decrease of $28,000 or 3.6% in the
first quarter of 1997 when compared to the same period in 1996. The
primary cause of this reduction is a $36,000, or 23.5%, decrease in
gain on sale of mortgage loans. Proceeds from the sales of loans held
for sale decreased $1 million, or 9.4%, when comparing the first
quarters of 1997 and 1996, while loans originated for sale decreased
44.9% or nearly $7 million for the same period.
Total noninterest expense increased $232,000 or 7.4% during the first
quarter of 1997 when compared to the same period in 1996. A
significant portion of the increase is in the salary and employee
benefit category. The annual salary increment, which was effective
with the first pay period in January, is included in the 1997 numbers.
In addition, salary expenses for the employees operating the two
branches which were acquired in December 1996 are incorporated into
the 1997 totals. Similarly, other noninterest expense for the first
three months of 1997 exceeded that of the same period of 1996 by
$137,000, or 14.6%, due to the extra costs associated with operating
two additional facilities.
The FDIC insurance component of noninterest expense declined $30,000
during the first quarter of 1997, resulting in a credit to expense of
$8,000, when compared to the first quarter expense of $22,000 for
1996. The Corporation received refunds from the fourth quarter 1996
SAIF assessment of $23,000 as well as a refund from the elimination of
the fourth quarter minimum assessment of $500. Both of these refunds
were the result of the Deposit Insurance Funds Act of 1996. In
addition, the annual rates for both BIF and SAIF deposit premiums have
been revised resulting in a reduction of quarterly premiums of
approximately $7,000.
Page 16 of 20
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES.
The articles of incorporation of Firstbank Corporation have
been authorized to be amended, by vote of the shareholders at the
annual meeting held on April 28, 1997, to increase the number of
authorized shares of common stock from 2,500,000 shares to 10,000,000
shares.
At various times in the first quarter of 1997, the
Corporation issued unregistered shares of its common stock totaling
450 shares to members of the boards of directors of the Corporation
and the Corporation's subsidiary banks, Firstbank and 1st Bank. The
shares were issued as retainers and/or directors fees for the
directors' services on the boards. The Corporation claims an
exemption from registration for the issuances under Section 4(2) of
the Securities Act of 1933, as amended, which exempts transactions by
an issuer not involving any public offering. The shares were issued
in accordance with the Corporation's board compensation policy. The
issuance did not involve any general solicitation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.
The annual meeting of shareholders of Firstbank Corporation
was held on April 28, 1997. The purpose of the meeting was to elect
directors, consider and approve an amendment to the Corporation's
articles of incorporation to increase authorized capital stock,
consider and approve the Stock Option and Restricted Stock Plan of
1997, and to transact any other business that may have properly come
before the meeting.
(a) The name of each director elected (along with the
number of votes cast for or authority withheld) at the meeting
follows:
VOTES CAST
AUTHORITY
FOR WITHHELD
ELECTED DIRECTORS
John A. McCormack 1,379,208 16,816
David D. Roslund 1,378,638 17,386
Page 17 of 20
(b) For the proposal to amend the Articles of Incorporation
of the Corporation to increase the authorized capital stock of the
corporation from 2,500,000 shares of common stock and 300,000 shares
of preferred stock to 10,000,000 shares of common stock and 300,000
shares of preferred stock, the numbers of votes cast were as follows:
VOTES CAST
BROKER
FOR AGAINST ABSTAIN NON-VOTES
--- ------- ------- ---------
1,362,402 14,306 27,460 41,370
The description of this proposal contained in the registrant's
definitive proxy statement for its April 28, 1997, annual meeting is
incorporated herein by reference.
(c) For the proposal to approve the Stock Option and
Restricted Stock Plan of 1997, the numbers of votes were as follows:
VOTES CAST
BROKER
FOR AGAINST ABSTAIN NON-VOTES
1,150,842 84,262 44,791 165,300
The description of this proposal contained in the registrant's
definitive proxy statement for its April 28, 1997, annual meeting is
incorporated herein by reference.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS. The following documents are filed as
exhibits to this report on Form 10-Q:
EXHIBIT
NUMBER DOCUMENT
3(i) ARTICLES OF INCORPORATION.
3(ii) BYLAWS. Previously filed as an exhibit to the
registrant's Registration Statement on Form S-2
(Registration No. 33-68432) filed on September 3,
1993. Here incorporated by reference.
Page 18 of 20
10(a)* FORM OF INDEMNITY AGREEMENT WITH DIRECTORS AND
OFFICERS. Previously filed as an exhibit to the
registrant's Registration Statement on Form S-2
(Registration No. 33-68432) filed on September 3,
1993. Here incorporated by reference.
10(b) MAIN OFFICE LEASE. Previously filed as an exhibit
to the registrant's Registration Statement on Form
S-2 (Registration No. 33-68432) filed on September
3, 1993. Here incorporated by reference.
10(c)* DEFERRED COMPENSATION PLAN. Previously filed as
an exhibit to the registrant's Form 10-K for the
year ended December 31, 1995. Here incorporated
by reference.
10(d)* TRUST UNDER DEFERRED COMPENSATION PLAN.
Previously filed as an exhibit to the registrant's
Form 10-K for the year ended December 31, 1995.
Here incorporated by reference.
10(e)* STOCK OPTION AND RESTRICTED STOCK PLAN OF 1993.
Previously filed as an appendix to the
registrant's definitive proxy statement for its
annual meeting of shareholders held April 26,
1993. Here incorporated by reference.
10(f)* STOCK OPTION AND RESTRICTED STOCK PLAN OF 1997.
Previously filed as an appendix to the
registrant's definitive proxy statement for its
annual meeting of shareholders held April 28,
1997. Here incorporated by reference.
27 FINANCIAL DATA SCHEDULE.
*Management contract or compensatory plan.
(b) No reports on Form 8-K were filed during the quarter
covered by this report.
Page 19 of 20
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 thereunto duly authorized.
FIRSTBANK CORPORATION
(Registrant)
Date: MAY 9, 1997 \S\ JOHN MCCORMACK
John McCormack
President, Chief Executive Officer
and Director (Principal Executive
Officer)
Date: MAY 9, 1997 \S\ MARY D. DECI
Mary D. Deci
Vice President and Chief Financial
Officer
(Principal Accounting Officer)
Page 20 of 20
EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT
3(i) ARTICLES OF INCORPORATION.
3(ii) BYLAWS. Previously filed as an exhibit to the
registrant's Registration Statement on Form S-2
(Registration No. 33-68432) filed on September 3,
1993. Here incorporated by reference.
10(a)* FORM OF INDEMNITY AGREEMENT WITH DIRECTORS AND
OFFICERS. Previously filed as an exhibit to the
registrant's Registration Statement on Form S-2
(Registration No. 33-68432) filed on September 3,
1993. Here incorporated by reference.
10(b) MAIN OFFICE LEASE. Previously filed as an exhibit
to the registrant's Registration Statement on Form
S-2 (Registration No. 33-68432) filed on September
3, 1993. Here incorporated by reference.
10(c)* DEFERRED COMPENSATION PLAN. Previously filed as
an exhibit to the registrant's Form 10-K for the
year ended December 31, 1995. Here incorporated
by reference.
10(d)* TRUST UNDER DEFERRED COMPENSATION PLAN.
Previously filed as an exhibit to the registrant's
Form 10-K for the year ended December 31, 1995.
Here incorporated by reference.
10(e)* STOCK OPTION AND RESTRICTED STOCK PLAN OF 1993.
Previously filed as an appendix to the
registrant's definitive proxy statement for its
annual meeting of shareholders held April 26,
1993. Here incorporated by reference.
10(f)* STOCK OPTION AND RESTRICTED STOCK PLAN OF 1997.
Previously filed as an appendix to the
registrant's definitive proxy statement for its
annual meeting of shareholders held April 28,
1997. Here incorporated by reference.
27 FINANCIAL DATA SCHEDULE.
*Management contract or compensatory plan.