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As filed with the Securities and Exchange Commission on December 5, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MICHIGAN HERITAGE BANCORP, INC.
(Name of small business issuer as in its charter)
Michigan 6712 38-3318018
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
21211 Haggerty Road
Novi, Michigan 48375-5306
(810) 380-0779
(Address and telephone number of principal executive
offices and principal place of business or intended principal place of business)
Anthony S. Albanese, President
Michigan Heritage Bancorp, Inc.
21211 Haggerty Road
Novi, Michigan 48375-5306
(810) 380-0779
(Name, address, and telephone number of agent for service)
Copies to:
Paul R. Rentenbach Gordon R. Lewis
Dykema Gossett PLLC Warner Norcross & Judd LLP
400 Renaissance Center 900 Old Kent Building
Detroit, Michigan 48243 111 Lyon St. N.W.
Grand Rapids, Michigan 49503-2489
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Approximate date of proposed sale to the public: As soon as practicable after
this Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of Each Class Proposed Maximum Proposed Maximum
of Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered (1) Share Price(1) Registration Fee
- -------------------- -------------------- -------------------- -------------------- --------------------
Common Stock 1,150,000 shs. $10.00 $11,500,000 $3,484.84
(1) Includes 150,000 shares of Common Stock which may be purchased by the
Underwriters to cover over-allotments.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a) OF
THE SECURITIES ACT OF 1933, MAY DETERMINE.
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such State.
SUBJECT TO COMPLETION, DATED DECEMBER 5, 1996
PROSPECTUS
1,000,000 SHARES
[MICHIGAN HERITAGE BANCORP, INC. LOGO]
COMMON STOCK
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Michigan Heritage Bancorp, Inc., a Michigan corporation (the "Company"), is
offering for sale 1,000,000 shares of its Common Stock (the "Common Stock"). The
Company is a proposed bank holding company organized to own all of the common
stock of Michigan Heritage Bank, a Michigan banking corporation (in
organization), to be located in Novi, Michigan (the "Bank"). Neither the Company
nor the Bank has ever conducted any business operations other than matters
related to their initial organization and the raising of capital. See
"Business." There has been no public trading market for the Common Stock. Roney
& Co. L.L.C. (the "Underwriter" or "Roney & Co.") has advised the Company that
it anticipates making a market in the Common Stock following completion of the
offering, although there can be no assurance that an active trading market will
develop. See "Underwriting" for a discussion of the factors considered in
determining the initial public offering price. The Company expects that the
quotations for the Common Stock will be reported on the NASD OTC Bulletin Board
under the symbol "MHBC." The directors and officers of the Company are expected
to purchase at least of the shares of Common Stock at the public
offering price.
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THE COMMON STOCK OFFERED BY THIS PROSPECTUS INVOLVES A SIGNIFICANT
AMOUNT OF RISK. SEE "RISK FACTORS" ON PAGE 5 FOR CERTAIN
CONSIDERATIONS RELEVANT TO AN INVESTMENT IN
THE COMPANY'S COMMON STOCK.
THESE SECURITIES ARE NOT SAVINGS ACCOUNTS OR SAVINGS DEPOSITS AND THEY ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR
ANY OTHER GOVERNMENT AGENCY.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNTS(1)(2) COMPANY(2)(3)
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Per Share............................. $10.00 $ $
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Total(2).............................. $10,000,000 $ $
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(1) The Company has agreed to indemnify the Underwriter against certain
liabilities including liabilities under the Securities Act of 1933. See
"Underwriting".
(2) The Company has granted the Underwriter a 30-day option to purchase up to
150,000 additional shares of its Common Stock solely to cover
over-allotments, if any. If the Underwriter exercises such option in full,
the Price to Public, Underwriting Discounts, and Proceeds to the Company
will be approximately $ , $ and $ ,
respectively. See "Underwriting." The Underwriter has agreed that no
Underwriting Discounts will be incurred by the Company for up to 300,000
shares sold by the Underwriter to members of the Board of Directors or their
immediate families. See "Underwriting." If 300,000 shares are so purchased,
Underwriting Discounts will be reduced by, and Proceeds to the Company will
be increased by $ .
(3) Before deducting estimated offering expenses payable by the Company of
$200,000.
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The shares of Common Stock are offered by the Underwriter subject to prior
sale, when, as and if delivered to and accepted by the Underwriter, and subject
to the right of the Underwriter to withdraw, cancel or modify such offer and to
reject orders in whole or in part. It is expected that delivery of the shares of
Common Stock will be made in Detroit, Michigan, on or about , 1997.
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(LOGO)
THE DATE OF THIS PROSPECTUS IS , 1997.
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[MICHIGAN HERITAGE BANCORP, INC. MAP]
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AVAILABLE INFORMATION
The Company is not currently a reporting company pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act"), but will be required to file reports
pursuant to the Exchange Act following the completion of the offering. The
Company, which will use a December 31 fiscal year, intends to furnish its
shareholders with annual reports containing audited financial information and,
for the first three quarters of each fiscal year, quarterly reports containing
unaudited financial information.
Requests for such documents should be directed to Darryle J. Parker,
Treasurer, 21211 Haggerty Road, Novi, Michigan 48375.
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IN CONNECTION WITH THE OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
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PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and financial statements appearing elsewhere in this Prospectus.
Unless the context clearly suggests otherwise, references in this Prospectus to
the Company include the Bank. Except as otherwise indicated, all information in
this Prospectus assumes no exercise of the Underwriter's over-allotment option.
THE COMPANY
Michigan Heritage Bancorp, Inc. (the "Company") is a Michigan corporation
whose primary purpose will be to own and operate Michigan Heritage Bank (the
"Bank") as the Bank's sole shareholder. The Bank is organizing as a Michigan
banking corporation with depository accounts to be insured by the Bank Insurance
Fund of the Federal Deposit Insurance Corporation (the "FDIC"). The Bank intends
to provide a focused core of banking services, primarily for small to
medium-sized businesses, as well as individuals. The Bank's lending service will
focus primarily on commercial equipment financing and, to a lesser extent,
commercial real estate loans and commercial term loans to businesses secured by
the assets of the borrower. The Bank intends to originate a number of loans
through third party referral sources such as leasing companies and mortgage
brokers, many of whom are known to management. The Bank's retail strategy is
expected to focus on single-family mortgage loans, home equity loans and, to a
lesser extent, other forms of consumer lending. The Bank intends to offer
competitive rates on various deposit products as well as providing attractive
products and services. The Bank intends to offer its banking services primarily
in Oakland and western Wayne counties, including Novi, Farmington, Farmington
Hills, Livonia, Northville and Northville Township. These services will reflect
the Bank's intended strategy of serving small to medium size businesses as well
as individual customers in its market area. Completion of the offering will be
conditioned on, among other things, the Company and the Bank having received all
necessary regulatory approvals and satisfying certain conditions contained
therein. Management anticipates commencing business in the first quarter of
1997.
MANAGEMENT
The Company has assembled a management team and a Board of Directors that
have strong business experience in the Bank's market area and a shared vision
and commitment to the future growth and success of the Bank.
Richard Zamojski, Chairman and Chief Executive Officer of the Company and
the Bank, has over 20 years of experience in the financial services industry.
Prior to his arrival at the Company, Mr. Zamojski was Chairman and Chief
Executive Officer of a privately-owned financial institution located in
southeastern Michigan which had total assets of approximately $1 billion at the
time of his departure in August 1996. Anthony S. Albanese, President and Chief
Operating Officer of the Company, was President and Chief Operating Officer of
the same financial institution prior to coming to the Company and has over 20
years experience in the financial services industry. Mr. Zamojski and Mr.
Albanese have served together in management and executive capacities for three
financial institutions during the past 20 years. During their most recent
affiliation, the financial institution grew from approximately $120 million in
total assets to approximately $1 billion in total assets and developed from
primarily a mortgage banking institution to a diversified financial institution
offering a full line of commercial and consumer banking products. Mr. Zamojski
and Mr. Albanese have chosen to join the Company at compensation levels below
those earned in their previous positions. See "Management."
The Company has formed a Board of Directors comprised of individuals with a
broad background in business, leasing, real estate and banking. Current
directors include Philip Sotiroff, an attorney with over 30 years of legal
experience in banking and equipment financing, H. Perry Driggs, Jr., an
investment banker with over 20 years of experience in commercial banking,
Phillip Harrison, who has extensive background in equipment financing, and Lewis
George, a real estate developer.
Mr. Zamojski, Mr. Albanese and the other members of the Board of Directors
represent a significant asset to the Company and the Bank. These individuals
have many years of personal experience in the financial
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services industry and, in some cases, have worked together successfully at other
financial institutions. The officer staff currently assembled by the Company
represents a wide range of business, banking and investment knowledge and
experience. The Company believes that these individuals and their relationships
in the Bank's market area should offer the Bank a substantial opportunity to
attract new relationships.
MARKET AREA
The Bank's main office will be located along the rapidly developing
Haggerty Road corridor in the southeast corner of Novi, Michigan. The Bank has
leased a former bank branch building that is being renovated by the Bank. The
communities that will comprise the Bank's primary service area are Novi,
Farmington, Farmington Hills, Livonia, Northville and Northville Township.
Management believes these communities have an expanding and diverse economic
base, which includes a wide range of small to medium-sized businesses engaged in
manufacturing, high technology research and development, computer services and
retail. According to statistics issued by the United States Census Bureau (the
"Census Bureau") in 1990, median annual household incomes for the communities
that comprise the Bank's primary service area are: $47,518 (Novi); $41,040
(Farmington); $51,986 (Farmington Hills); $48,645 (Livonia); $38,629
(Northville); and $55,465 (Northville Township). Further, according to the
Southeastern Michigan Council of Government ("SEMCOG") projections, the
population in the Bank's primary service area is expected to grow from
approximately 265,600 in 1995 to over 280,000 by 2000, an increase in excess of
5.4%.
The Bank's secondary service area will be the remaining portion of Oakland
County not included within the primary service area. According to information
issued by Oakland County, the county is the third wealthiest county in the
nation among counties exceeding one million people and annual household income
more than doubled from $24,700 in 1980 to over $54,400 in 1993. According to
estimates of SEMCOG, population in Oakland County is projected to increase from
1,151,000 in 1995 to over 1,192,000 by 2000, an increase of 3.5%. Oakland County
is also a large banking market. According to available industry data, as of June
30, 1995, total deposits in Oakland County, including banks, thrifts and credit
unions, were approximately $18.4 billion.
The Bank's main office will also serve as the Company's corporate
headquarters. The Company's address will be 21211 Haggerty Road, Novi, Michigan
48375. The Company's telephone number is (810) 380-0779.
THE OFFERING
Securities offered by the
Company....................... 1,000,000 shares of Common Stock. In addition,
the Company has granted the Underwriter an
option to purchase up to an additional 150,000
shares to cover over-allotments. See
"Description of Capital Stock."
Common Stock to be outstanding
after the offering............ 1,000,000 shares (1,150,000 shares if the
over-allotment option is exercised in full).
Use of proceeds by the
Company....................... Capitalization of the Bank and payment of
organization and preopening expenses. See "Use
of Proceeds."
Proposed NASD Over-the-Counter
("OTC") Bulletin Board
Symbol........................ MHBC
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RISK FACTORS
The Common Stock offered hereby involves a high degree of risk and should
be considered only by persons who can afford the loss of their investment. The
following constitute some of the potential risks of an investment in the Common
Stock and should be carefully considered by prospective investors prior to
purchasing shares of Common Stock. The order of the following is not intended
to be indicative of the relative importance of any described risk nor is the
following intended to be inclusive of all risks of investment in the Common
Stock.
LACK OF OPERATING HISTORY
Neither the Company nor the Bank has any operating history. The business
of the Company and the Bank is subject to the risks inherent in the
establishment of a new business enterprise. Because the Company is only
recently formed and the Bank and the Company are in the process of obtaining
the necessary regulatory approvals, subject to the satisfaction of certain
conditions, and the Bank has not commenced banking operations as of the date of
this prospectus, prospective investors do not have access to all of the
information that, in assessing their proposed investment, is available to the
purchasers of securities of a financial institution with a history of
operations.
SIGNIFICANT START-UP LOSSES EXPECTED
As a result of the substantial start-up expenditures that must be incurred
by a new bank and the time it will take to develop its deposit base and loan
portfolio, it is expected that the Bank, and thus the Company, will operate at
a substantial loss during the start-up of the Bank. Accordingly, neither the
Company nor the Bank is expected to be profitable in the first year of
operation. Cumulative losses during the first two years of operation are
expected to be at least $500,000, but there can be no assurance that losses
will not exceed this amount. As a result, it is anticipated that the book
value of the Common Stock will decrease accordingly. Further, there is no
assurance that the Bank will ever operate profitably. If the Company does not
reach profitability and recover its accumulated operating losses and the
non-recoverable portion of its investment in fixed assets, investors will
suffer a significant decline in the value of their shares of Common Stock.
DELAY IN COMMENCING OPERATIONS
Although the Company and the Bank expect to receive all regulatory
approvals and commence business in their facilities during the first quarter
of 1997, there can be no assurance as to when, if at all, these events will
occur. Any delay in commencing operations will increase pre-opening expenses
and postpone realization by the Bank of potential revenues. Absent the receipt
of revenues and commencement of profitable operations, the Company's
accumulated deficit will continue to increase (and book value per share
decrease) as operating expenses such as salaries and other administrative
expenses continue to be incurred.
GOVERNMENT REGULATION AND MONETARY POLICY
The Bank has received preliminary approval from the Commissioner of the
Financial Institutions Bureau of the State of Michigan (the "Commissioner") to
organize and establish the Bank and expects to receive authority to commence
operations in the first quarter of 1997, subject to the satisfaction of certain
conditions. Those conditions include, among other things: (i) that beginning
paid-in capital of the Bank will be not less than $7.5 million; and (ii) a
commitment that the Bank will maintain a ratio of Tier 1 capital to total
assets for the first three years after commencing business of at least 8% and
an adequate valuation reserve in a minimum amount of 1.25% of the Bank's
outstanding loans and leases. Regulatory capital requirements imposed on the
Bank may have the effect of constraining future growth, absent the infusion of
additional capital.
The Bank expects to receive approval for the insurance of its deposits by
the FDIC by the end of December, 1996.
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The Company plans to file an application with the Board of Governors of
the Federal Reserve System (the "Federal Reserve Board") for approval to
acquire all of the shares of the Bank's stock in December, 1996. The Company
anticipates obtaining the approval of the Federal Reserve Board during the
first quarter of 1997. There can be no assurance, however, as to the timing of
such approval or that the Company will obtain such approval.
The Company and the Bank will be subject to extensive state and federal
government supervision, regulation and examination. Existing state and federal
banking laws will subject the Bank to substantial limitations with respect to
loans, purchase of securities, payment of dividends and many other aspects of
its banking business. Recently enacted legislation may adversely affect the
banking industry or the operations of the Bank and may result in increased
competition in the financial services industry. Federal economic and monetary
policy, as well as policy decisions of bank regulatory authorities, may affect
the Bank's ability to attract deposits, make loans and achieve satisfactory
interest spreads. See "Supervision and Regulation."
NO ASSURANCE OF DIVIDENDS
It is anticipated that no dividends will be paid on the Company's Common
Stock for the foreseeable future. The Company will be largely dependent upon
dividends paid by the Bank for funds to pay dividends on its Common Stock, if
and when such dividends are declared. No assurance can be given that future
earnings of the Bank, and resulting dividends to the Company, will be
sufficient to permit the legal payment of dividends to Company shareholders at
any time in the future. See "Supervision and Regulation." Even if the Company
may legally declare dividends, the amount and timing of such dividends will be
at the discretion of the Company's Board of Directors. The Board may in its
sole discretion decide not to declare dividends. These shares should not be
purchased by persons who need or desire dividend income from this investment.
For a more detailed discussion of other limitations on the payment of cash
dividends by the Company, see "Dividend Policy."
COMPETITION
The Company and the Bank will face strong competition for deposits, loans
and other financial services from numerous Michigan and out-of-state banks,
thrifts, credit unions and other financial institutions as well as other
entities which provide financial services, including consumer finance
companies, securities brokerage firms, mortgage brokers, equipment leasing
companies, insurance companies, mutual funds, and other lending sources and
investment alternatives. Some of the financial institutions and financial
services organizations with which the Bank will compete are not subject to the
same degree of regulation as the Bank. Many of the financial institutions
aggressively compete for business in the Bank's proposed market areas. Many of
these competitors have been in business for many years, have established
customer bases, have substantially higher lending limits than the Bank, are
larger and will be able to offer certain services that the Bank does not expect
to provide in the foreseeable future, including trust services, and
international banking services. In addition, most of these entities have
greater capital resources than the Bank, which, among other things, may allow
them to price their services at levels more favorable to the customer and to
provide larger credit facilities than could the Bank. See "Business -- Market
Area" and "Business -- Competition." Additionally, recently passed federal
legislation regarding interstate branching and banking and legislation
affecting the cost of deposit insurance premiums may act to increase
competition in the future from larger out-of-state banks and thrift
institutions. See "Supervision and Regulation -- Recent Regulatory
Developments."
DEPENDENCE ON MANAGEMENT
The Company and the Bank are, and for the foreseeable future will be,
dependent primarily upon the services of Richard Zamojski, the Chairman of the
Board and Chief Executive Officer of the Company and the Bank, and Anthony S.
Albanese, President and Chief Operating Officer of the Company and the Bank.
If the services of Mr. Zamojski or Mr. Albanese were to become unavailable to
the Company or the Bank for any reason, or if the Company or the Bank were
unable to hire highly qualified and experienced personnel either to replace Mr.
Zamojski or Mr. Albanese or any other proposed employee, or to adequately staff
the anticipated growth of the Bank, the operating results of the Company and
the Bank would be adversely affected. See "Business -- Employees" and
"Management."
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DISCRETION IN USE OF PROCEEDS
The offering is intended to raise funds to provide for the initial
capitalization of the Bank, purchase leasehold improvements, equipment and
other assets for the Bank's operations, fund loans, provide working capital for
general corporate purposes and pay initial operating expenses. While
management currently has no such plans, if opportunities arise, some of the
proceeds of the offering may also be used to finance acquisitions of other
financial institutions, branches of other institutions or expansion into other
lines of business closely related to banking. However, management will retain
discretion in employing the proceeds of the offering. See "Use of Proceeds."
LENDING RISKS AND LENDING LIMITS
The risk of nonpayment of loans is inherent in commercial banking, and
such nonpayment, if it occurs, would likely have a material adverse effect on
the Company's earnings and overall financial condition as well as the value of
the Common Stock. Because the Bank does not have an operating history, none of
the Bank's customers will have an established credit history with the Bank.
Management will attempt to minimize the Bank's credit exposure by carefully
monitoring the concentration of its loans within specific industries and
through loan application and approval procedures, but there can be no assurance
that such monitoring and procedures will reduce such lending risks. Credit
losses can cause insolvency and failure of a financial institution, and in such
event, its shareholders could lose their entire investment.
The Bank's self-imposed lending limit initially will be $1 million per
customer relationship. Accordingly, the size of the loans which the Bank can
offer to potential customers is less than the size of loans which most of the
Bank's competitors are able to offer. This limit initially will affect the
ability of the Bank to seek relationships with the area's larger businesses.
The Bank expects to accommodate loan volumes in excess of its lending limit
through the sale of participations in such loans to other banks. However,
there can be no assurance that the Bank will be successful in attracting or
maintaining customers seeking larger loans or that the Bank will be able to
engage in participations of such loans on terms favorable to the Bank.
IMPACT OF INTEREST RATES AND ECONOMIC CONDITIONS
The results of operations for financial institutions, including the Bank,
may be materially and adversely affected by changes in prevailing economic
conditions, including declines in real estate market values, rapid changes in
interest rates and the monetary and fiscal policies of the federal government.
See "Supervision and Regulation -- General" and "-- Recent Regulatory
Developments." The Bank's profitability is in part a function of the spread
between the interest rates earned on investments and loans and the interest
rates paid on deposits and other interest-bearing liabilities. In the early
1990s, many banking organizations experienced historically high interest rate
spreads. More recently, interest rate spreads have generally narrowed due to
changing market conditions and competitive pricing pressure, and there can be
no assurance that such factors will not continue to narrow interest rate
spreads or that the higher interest rate spreads will return. Although
economic conditions in the Bank's market area have been generally favorable,
there can be no assurance that such conditions will continue to prevail.
Substantially all the Bank's loans will be to businesses and individuals in
Southeastern Michigan and any decline in the economy of this area could have an
adverse impact on the Bank. Like most banking institutions, the Bank's net
interest spread and margin will be affected by general economic conditions and
other factors that influence market interest rates and the Bank's ability to
respond to changes to such rates. At any given time, the Bank's assets and
liabilities will be such that they are affected differently by a given change
in interest rates, principally due to the fact that the Bank does not plan to
match the maturities of its loans precisely with its deposits and other funding
sources. As a result, an increase or decrease in rates could have a material
adverse effect on the Bank's net income, capital and liquidity. While
management intends to take measures to mitigate interest rate risk, there can
be no assurance that such measures will be effective in minimizing the exposure
to interest rate risk. See "Supervision and Regulation."
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NEED FOR TECHNOLOGICAL CHANGE
The banking industry is undergoing rapid technological changes with
frequent introductions of new technology-driven products and services. In
addition to better serving customers, the effective use of technology increases
efficiency and enables financial institutions to reduce costs. The Company's
future success will depend in part on its ability to address the needs of its
customers by using technology to provide products and services that will
satisfy customer demands for convenience as well as to create additional
efficiencies in the Bank's operations. Many of the Bank's competitors have
substantially greater resources to invest in technological improvements. Such
technology may permit competitors to perform certain functions at a lower cost
than the Bank. There can be no assurance that the Bank will be able to
effectively implement new technology-driven products and services or be
successful in marketing such products and services to its customers. See
"Business -- Business Strategy."
ANTI-TAKEOVER PROVISIONS
Chapters 7A and 7B of the Michigan Business Corporation Act (the "MBCA")
provide for certain supermajority vote and other requirements on certain
business combinations with interested shareholders and limit voting rights of
certain acquirors of "control shares," as that term is defined in the MBCA. In
addition, federal law requires the approval of the Federal Reserve Board prior
to acquisition of "control" of a bank holding company. These provisions may
have the effect of delaying or preventing a change in control of the Company
without action by the shareholders. As a result, these provisions could
adversely affect the price of the Common Stock by, among other things,
preventing a shareholder of the Company's Common Stock from realizing a premium
which might be paid as a result of a change in control of the Company. See
"Description of Capital Stock - Certain Anti-Takeover Provisions."
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles of Incorporation and Bylaws provide for the
indemnification of its officers and directors and insulate its officers and
directors from liability for certain breaches of the duty of care. It is
possible that the indemnification obligations imposed under these provisions
could result in a charge against the Company's earnings and thereby affect the
availability of funds for payment of dividends to the Company's shareholders.
See "Description of Capital Stock -- Indemnification of Directors and
Officers."
DETERMINATION OF OFFERING PRICE; LIMITED TRADING MARKET EXPECTED
The initial public offering price of $10.00 per share was determined by
the Company in consultation with the Underwriter. This price is not based upon
earnings or any history of operations and should not be construed as indicative
of the present or anticipated future value of the Common Stock. Prior to the
offering, there has been no public trading market for the Common Stock. The
price at which these shares are being offered to the public may be greater than
the market price for the Common Stock following the offering. The Underwriter
has advised the Company that, upon completion of the offering, it intends to
use reasonable efforts to initiate quotations of the Common Stock on the NASD
OTC Bulletin Board and to act as a market maker in the Common Stock, subject to
applicable laws and regulatory requirements, although the Underwriter is not
obligated to do so. Making a market in securities involves maintaining bid and
ask quotations and being able, as principal, to effect transactions in
reasonable quantities at those quoted prices, subject to various securities
laws and other regulatory requirements. The development of a public trading
market depends, however, upon the existence of willing buyers and sellers, the
presence of which is not within the control of the Company, the Bank or any
market maker. Market makers on the NASD OTC Bulletin Board are not required to
maintain a continuous two-sided market, are required to honor firm quotations
for only a limited number of shares, and are free to withdraw firm quotations
at any time. Even with a market maker, factors such as the limited size of the
offering, the lack of earnings history of the Company and the absence of a
reasonable expectation of dividends within the near future mean that there can
be no assurance of an active and liquid market for the Common Stock developing
in the foreseeable future. Even if a market develops, there can be no
assurance that a market will continue, or that shareholders will be able to
sell their shares at or above the price at which these shares are being offered
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to the public. Purchasers of Common Stock should carefully consider the
limited liquidity of their investment in the shares being offered hereby.
REGULATORY RISK
The banking industry is heavily regulated. Many of these regulations are
intended to protect depositors, the public, and the deposit insurance funds
administered by the FDIC, not shareholders. Applicable laws, regulations,
interpretations and enforcement policies have been subject to significant, and
sometimes retroactively applied, changes in recent years, and may be subject to
significant future changes. There can be no assurance that such future changes
will not adversely affect the business of the Company. In addition, the burden
imposed by federal and state regulations may place banks in general, and the
Company specifically, at a competitive disadvantage compared to less regulated
competitors. See "Supervision and Regulation."
USE OF PROCEEDS
The net proceeds to the Company from the sale of the 1,000,000 shares of
Common Stock offered hereby are estimated to be $___________ ($___________ if
the Underwriter's over-allotment option is exercised in full), after deduction
of the underwriting discounts and commissions, but before deducting estimated
offering expenses of $200,000. The Underwriter has agreed that no underwriting
discounts or commissions will be incurred by the Company for the first 300,000
shares sold by the Underwriter to members of the Board of Directors, their
immediate families or certain other designated individuals. Such persons have
provided nonbinding expressions of interest to purchase approximately 300,000
shares. If such persons purchase 300,000 shares, underwriting discounts and
commissions will be reduced by, and proceeds to the Company will be increased
by $__________.
The Company expects to contribute approximately $7.5 million of the net
proceeds of the offering to the Bank by purchasing all of the Bank's common
stock to be issued. This purchase of the Bank's stock is intended to provide
the Bank with the capital required by regulators to commence operations. The
Bank plans to use approximately $30,000 for leasehold improvements and
$350,000 to purchase furniture, fixtures and equipment and other necessary
assets for the Bank's operations. The Company expects to use approximately
$200,000 of the net proceeds to pay for preopening and organizational expenses
of the Bank. These preopening and organizational costs were financed on an
interim basis from loans of approximately $200,000 made to the Company by
certain of the Bank's organizers. It is anticipated that these loans will be
repaid by the Company promptly following the completion of the offering.
Preopening income may offset some of these expenses. It is currently
anticipated that the balance of the net proceeds received by the Bank will be
used to fund investments in loans and securities and for payment of operating
expenses. The remaining net proceeds (plus any net proceeds as a result of the
exercise of the Underwriter's over-allotment option) initially will be invested
by the Company in investment grade securities and otherwise held by the Company
as working capital for general corporate purposes and to pay operating
expenses, as well as for possible future capital contributions to the Bank.
The funds will also be available to finance possible acquisitions of other
branches or expansion into other lines of business closely related to banking,
although the Company presently has no plans to do so.
DIVIDEND POLICY
The Company initially expects that Company and Bank earnings, if any, will
be retained to finance the growth of the Company and the Bank and that no cash
dividends will be paid for the foreseeable future. If the Bank achieves
profitability and recovers its operating deficit, the Company may consider
payment of dividends. However, the declaration of dividends will be at the
discretion of the Board of Directors and there is no assurance that dividends
will be declared at any time. If and when dividends are declared, the Company
will be dependent largely upon dividends paid by the Bank for funds to pay
dividends on the Common Stock. It is also possible, however, that the Company
might at some time in the future pay dividends generated from income or
investments and from other activities of the Company.
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Under Michigan law, the Bank will be restricted as to the maximum amount
of dividends it may pay on its Common Stock. A Michigan state bank may not
declare dividends except out of net profits then on hand after deducting its
losses and bad debts and then only if the bank will have a surplus amounting to
at least 20% of its capital after the payment of the dividend. A Michigan
state bank may not declare or pay any cash dividend or dividend in kind until
the cumulative dividends on its preferred stock, if any, have been paid in
full. If the surplus of a Michigan state bank is at any time less than the
amount of its capital, before the declaration of a cash dividend or dividend in
kind, it must transfer to surplus not less than 10% of its net profits for the
preceding half-year (in the case of quarterly or semi-annual dividends) or the
preceding two consecutive half-year periods (in the case of annual dividends).
The ability of the Company and the Bank to pay dividends is also affected by
various regulatory requirements and policies, such as the requirement to
maintain adequate capital above regulatory guidelines. See "Supervision and
Regulation." Such requirements and policies may limit the Company's ability to
obtain dividends from the Bank for its cash needs, including funds for
acquisitions, payment of dividends by the Company and the payment of operating
expenses.
CAPITALIZATION
The following table sets forth the capitalization of the Company as it is
projected to be immediately after the sale of the 1,000,000 shares of Common
Stock offered hereby and the application of the estimated net proceeds. See
"Use of Proceeds."
Common Stock, no par value,
4,500,000 shares authorized;
1,000,000 shares issued and
outstanding $
-------------
Preferred Stock, no par value,
500,000 shares authorized;
no shares issued and outstanding $ 0
-------------
Retained earnings
-------------
Preopening and Organizational Expenses (1) $( 200,000)
-------------
Total shareholders' equity $
=============
____________________
(1) Preopening and organizational expenses will be amortized over a 60-month
period.
BUSINESS
BACKGROUND
The liberalization in recent years of Michigan's branch banking laws,
together with the expansion of interstate banking, has led to substantial
consolidation of the banking industry in Michigan and especially the
Metropolitan Detroit area in which the Bank is located. In the past several
years, many of the financial institutions within the primary market area of the
Bank have either been acquired by or merged with larger financial institutions
or out-of-state financial institutions. According to Sheshunoff Information
Services Inc., since 1990, over 70 bank branches have closed within the Bank's
primary and secondary market areas. In many cases, when these consolidations
occurred, local boards of directors were dissolved and local management
relocated or in some cases terminated. This has in some cases resulted in
policy and credit decisions being centralized away from the local management of
the financial providers in the Bank's primary and secondary market areas.
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In the opinion of the Company's management, this situation has created a
favorable opportunity for a new bank with local management and directors.
Management of the Company believes that such a bank can attract those customers
who wish to conduct business with a locally managed institution that
demonstrates an active interest in their business and personal financial
affairs. The Company believes that a locally managed institution will be able
to deliver more timely responses to customer requests, provide customized
financial products and services, and offer the personal attention of the Bank's
senior banking officers.
The Company is incorporated as a Michigan business corporation and will
hold all of the Bank's issued and outstanding stock and will engage in the
business of a bank holding company under the federal Bank Holding Company Act
of 1956, as amended. On November 25, 1996, the Bank received an order from the
Commissioner preliminarily approving the application to establish the Bank,
subject to certain conditions set forth in its order. The Bank's application
for FDIC deposit insurance was filed on August 28, 1996, and the FDIC's
approval, if and when it is obtained, will be subject to certain conditions,
including conditions related to capital adequacy. The Company's application to
become a bank holding company for the Bank will be filed with the Federal
Reserve Board in December 1996, and the Federal Reserve Board's approval, if and
when it is obtained, also will be subject to certain conditions set forth in
its order. The Bank expects to receive the FDIC and the Federal Reserve Board
approvals and to have all such conditions satisfied in the first quarter of
1997. There can be no assurance, however, as to the timing of such approvals
or that the Bank and the Company will obtain such approvals. The Bank intends
to commence business as soon as reasonably practical upon completion of the
offering and satisfaction of conditions to which certain of its regulatory
approvals are subject. See "Risk Factors -- Delay in Commencing Operations"
and "Risk Factors -- Government Regulation and Monetary Policy."
The Company will own all of the issued and outstanding stock of the Bank.
Prior to the completion of the offering, the Company will have only one share
of Common Stock outstanding with such share being held by Richard Zamojski.
Following completion of the offering and before commencement of operations, the
Bank intends to complete the furnishing of its facility, certain training of
its staff and the purchase, lease and installation of equipment necessary to
transact a banking business. Correspondent banking relationships and other
arrangements for services will be completed as necessary.
The Company's principal office is located at 21211 Haggerty Road, Novi,
Michigan 48375, and its telephone number is (810) 380-0779.
BUSINESS STRATEGY AND PLAN OF OPERATION
The Bank intends to provide a focused range of business and consumer
financial services to serve small to medium-sized business customers as well as
individuals. The foundation of this strategy will be to emphasize the skills
which management has developed over the past 20 years and management's
commitment to the Bank's primary market area. The Bank's core business
activities will consist primarily of attracting deposits from the general
public and using such deposits, together with borrowings and equity capital, to
originate or purchase commercial equipment leases, commercial real estate
loans, residential mortgage loans, land contracts and home equity loans.
Richard Zamojski, Chairman and Chief Executive Officer of the Company and the
Bank, and Anthony S. Albanese, President and Chief Operating Officer of the
Company and the Bank, each have over 20 years experience in the financial
services industry. Prior to coming to the Company, Mr. Zamojski was Chairman
and Chief Executive Officer and Mr. Albanese was President and Chief Operating
Officer of a privately-owned financial institution located in southeastern
Michigan. During their tenure, the institution grew from approximately $120
million in total assets to approximately $1 billion in total assets and
developed from primarily a mortgage banking institution to a fully diversified
financial institution offering a full line of commercial and consumer banking
products. The Bank's executive officers and non-executive staff will be
committed to providing outstanding customer service and banking products. The
Bank intends to compete aggressively for its banking business through a
systematic program of direct calling on both customers and referral sources
such as attorneys, accountants and other business people, many of whom the
management has come to know during their professional careers.
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COMMERCIAL EQUIPMENT FINANCING (LEASE DISCOUNTING). During the past 20
years, the executive officers have developed significant expertise and
experience in various forms of commercial equipment financing. One such method
of equipment financing on which the Bank intends to focus is lease discounting.
Lease discounting is sometimes confused with direct leasing. Under a direct
lease, the leasing company acts as lessor and actually owns the equipment,
leases it to a third party and takes back the equipment at the end of the lease
and assumes the accompanying residual risk. Under a lease discounting loan,
the Bank will not be the lessor, but rather the Bank will be a funding source
to the leasing company ("Lessor"). Under lease discounting the Bank will make
a loan to the Lessor based on the discounted value of the lease payment stream
and will take an assignment of the lease payments which will then be made
directly to the Bank. The Lessor continues to own the equipment and assumes
the residual risk. Lease discount loans are in most cases full pay-out
transactions. In addition, the Bank assumes no direct residual risk on the
equipment. The Bank simply discounts a stream of payments and services the
loan.
The Bank intends to concentrate on the middle market range, where the
management team has the bulk of its experience. This range is characterized by
loan transactions between $25,000 and $500,000 involving lessees generally
having a net worth of $500,000 to $5 million. Equipment underlying the Bank's
equipment financing will include, without limitation, computer, medical,
transportation, office, graphic and printing equipment and machine tools. The
Company will lend to the Lessor, take an assignment of the lease payments to
repay the loan and take a security interest in the underlying collateral.
A typical lease discount loan generally is structured along the following
lines. The Lessor and lessee (the user of the equipment and ultimate repayment
source) build a relationship over a period of time such that the lessee
communicates its financing needs to the Lessor. The lessee selects the desired
equipment and vendor and agrees on the purchase price with the vendor.
The Lessor obtains financial information on the lessee and provides this
to a funding source, such as the Bank, for credit approval. Upon satisfactory
review, the Bank approves the lessee, sets the rate at which the lease will be
discounted and dollar amount of the loan. Once the equipment is delivered to
the lessee by the vendor, the appropriate documentation is presented to the
Bank for review and funding.
After satisfactory review of the documents and verification that the
equipment has been delivered to the lessee, the Bank typically obtains a
non-recourse note from the Lessor and discounts the lease by funding the
present value of the stream of payments. The loan proceeds are used to pay the
vendor for the equipment and the Lessor its profit on the transaction.
Non-recourse means the Bank must collect on its loan first from the lease
payment stream which has been assigned to the Bank and then from the underlying
collateral. The Lessor is under no obligation to make payments on the loan
except in the case of fraud or misrepresentation. The lessee is notified of
the transfer of the lease to the Bank, instructions are given to begin
remitting payment directly to the Bank and Uniform Commercial Code financing
statements are filed indicating that a purchase money security interest has
been obtained.
By dealing through Lessors in the leasing brokerage community, the Company
anticipates it will be able to reduce costs and keep lending and support staff
at lower levels, unlike other financial institutions which typically would
finance this type of equipment through a direct loan which requires a larger
staff of loan officers and support staff.
Because the Bank expects to be able to generate a significant volume of
commercial equipment lease paper, it is anticipated that the Bank will pursue
alternative sources of funding to compliment funds generated through deposit
gathering. Line of credit facilities with regional and national lending
institutions may be pursued to add funding capacity to the Bank. The Bank will
also endeavor to establish a network of local community banks that may purchase
loans or participate in its loan portfolios. These funding sources are
expected to allow the Bank to service its customer relationships, build its own
loan portfolio and generate fee and servicing revenue simultaneously.
OTHER COMMERCIAL LENDING. The Bank expects to offer commercial real
estate lending services to customers in its primary service area, secondary
service area and in southeastern Michigan in general. The Bank anticipates
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generating business through its affiliations with commercial real estate
brokers and on a direct basis with owners of commercial properties. These
loans generally would be secured by apartment buildings or owner-occupied
properties.
The Bank recognizes that commercial real estate lending generally involves
a higher degree of risk than residential real estate lending. In order to help
manage and reduce these risks, management intends to use strict underwriting
standards in its commercial real estate lending business. Bank policy will
govern adherence to specified loan to value ratios, income ratios and insurance
and escrow requirements. The Bank expects to require personal guarantees and
bank depository relationships for most commercial real estate borrowers.
The Bank also plans to offer loans secured by all assets of the customer,
including personal assets, and backed by the personal guarantee of the
customer. The Bank does not anticipate offering loans secured only by accounts
receivable and inventory.
RESIDENTIAL MORTGAGE LENDING. The Bank intends to originate residential
mortgage and home equity loans in its primary service area in particular, its
secondary service area in general and also in other areas of southeastern
Michigan. Management will seek to penetrate this market by capitalizing on
management's collective knowledge of these markets and its relationship with
correspondent brokers and other sources of residential mortgage loans. To a
lesser degree, the Bank will offer mortgage loans and other loan products
directly to the general public through its main office.
The majority of loans acquired or originated are expected to be
conventional mortgage loans secured by residential properties and comply with
requirements for sale to Federal National Mortgage Association or the Federal
Home Loan Mortgage Corporation. While some variable rate residential loans are
expected to be retained by the Bank, the majority of all conforming residential
loans are expected to be held for a short period of time (generally less than
60 days) and then sold to secondary market investors. It is intended that
these loans would be sold on a non-recourse basis and the Bank generally
expects to obtain purchase commitments from investors prior to funding the
loans. As a result of efforts in this area, the Bank plans to retain a portion
of the loan origination fee paid by the borrower and receive fees as
compensation for selling the loans to secondary market investors.
Through its mortgage lending activity, the Bank also expects to acquire or
originate non-conforming residential mortgage loans. These loans would not
meet government agency standards for a variety of reasons. The structure of
these loans would typically be a variable rate basis. Although a private
secondary market exists for these loans, the Bank expects to retain the
majority in its portfolio due to their interest rate sensitivity and rates of
return.
LAND CONTRACT LENDING. The Bank also intends to acquire land contract
loans. A land contract is a private lending arrangement between a buyer and
seller of residential real estate. These loans would be acquired on a
discounted non-recourse basis with financing terms on a fixed rate basis and
amortization period generally ranging from 5 to 15 years. It is expected that
these loans typically would come from rural outstate environments as well as
urban locations where conventional methods of financing are not available in
many cases. It is anticipated that this type of lending offers a higher rate
of return on investment as well as a higher degree of lending risk. To
compensate for this lending risk, reserves would be set aside at the time of
acquisition and held by the Bank during the term of the loan. Lending programs
of this type help provide financing to disadvantaged borrowers and at the same
time help the Bank to fulfill its responsibilities as mandated by the Community
Reinvestment Act.
DEPOSITS AND RETAIL BANKING. The Bank plans to offer its retail customers
a variety of deposit accounts and loan products. The Bank plans on taking
advantage of increasing population and rising income levels in the growing
areas of its primary and secondary market areas, including Wayne, Oakland,
Livingston, Washtenaw and Macomb counties. Bank personnel will be trained to
offer a variety of deposit options. These options are expected to include
demand deposit accounts, regular savings accounts, NOW accounts, money market
demand accounts and certificates of deposit. On the lending side, bank
representatives expect to provide products including home equity loans, lines
of credit, bridge loans and residential mortgage loans.
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The Bank plans to operate its retail operations within its headquarters
facilities with both teller and drive-up service capabilities. The retail
service area within the main office occupies approximately 1,500 square feet.
The Bank's deposit funding strategy will be to offer a rate structure
slightly higher than the competition because of its anticipated low overhead.
One of the elements of the Bank's strategy will be to increase deposits at a
rate that is consistent with its growth in earning assets and to maintain a
stable rate of core deposits to time deposits so that the Bank can obtain a
lower cost and more stable source of funds.
Additionally, the Bank plans to offer a range of products and services,
including telephone banking and automated bill paying services to individuals
in the Bank's market area. Computer banking may be offered at a later date.
The management team plans to regularly review these products and services to
remain competitive in the marketplace.
INVESTMENTS. The principal investment of the Company is expected to be
its purchase of all of the common stock of the Bank. Funds retained by the
Company from time to time may be invested in various debt instruments,
including but not limited to obligations of or guaranteed by the United States,
general obligations of a state or political subdivision thereof, bankers'
acceptances or certificates of deposit of U.S. commercial banks, or commercial
paper of U.S. issuers rated in the highest category by a nationally-recognized
investment rating service. Although the Company is permitted to make limited
portfolio investments in equity securities and to make equity investments in
subsidiary corporations engaged in certain non-banking activities which may
include real estate-related activities, such as mortgage banking, community
development, real estate appraisals, arranging equity financing for commercial
real estate and owning and operating real estate used substantially by the Bank
or acquired for its future use, the Company has no present plans to make any
such equity investment. See "Supervision and Regulation -- The Company --
Investments and Activities." The Company's Board of Directors may alter the
Company's investment policy without shareholder approval.
The Bank may invest its funds in a wide variety of debt instruments and
may participate in the federal funds market with other depository institutions.
Subject to certain exceptions, the Bank is prohibited from investing in equity
securities. Under one such exception, in certain circumstances and with the
prior approval of the FDIC, the Bank could invest up to 10% of its total assets
in the equity securities of a subsidiary corporation engaged in certain real
estate-related activities. The Bank has no present plans to make such an
investment. Real estate acquired by the Bank in satisfaction of or foreclosure
upon loans may be held by the Bank, subject to a determination by a majority of
the Bank's Board of Directors at least annually of the advisability of
retaining such property, for a period not exceeding 60 months after the date of
acquisition, or such longer period as the Commissioner may approve. The Bank
is also permitted to invest an aggregate amount not in excess of its capital in
such real estate as is necessary for its accommodation in the transaction of
its business. The Bank has no present plans to make any such investment. The
Bank's Board of Directors may alter the Bank's investment policy without
shareholder approval.
Market Responsiveness. The management team will monitor the performance
of each part of the Bank's business strategy. The strategy may change based on
market conditions and acceptance of the strategy and as the executive officers
evaluate new opportunities. The Bank expects to respond to changes in the
marketplace by focusing attention and resources on those areas that show the
greatest potential for growth. While the Bank expects to concentrate on the
business strategy as described above, market forces may dictate alterations
that cannot be predicted at this time.
MARKET AREA
Management believes that recent changes in the local banking industry,
including mergers and acquisitions involving both commercial banks and thrift
institutions, resulted in a decrease in the level of service for small to
medium-sized business customers in the Bank's market area. Management believes
that there continues to be the perception in the local business community that
many of the larger financial institutions are not as focused on providing
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personal service to small to medium-sized businesses. Accordingly, management
believes that there are increased market opportunities for the Bank to serve
these businesses.
The Bank's primary service area will be Novi, Farmington, Farmington
Hills, Livonia, Northville, and Northville Township. The communities of Novi,
Farmington, Farmington Hills and parts of Northville and Northville Township
are located within Oakland County, Michigan, and the communities of Livonia and
parts of Northville and Northville Township are located within Wayne County,
Michigan.
Management believes that the communities that comprise the Bank's primary
service area have a stable and diverse economic base, which includes a wide
range of small to medium-sized businesses engaged in manufacturing, high
technology research and development, computer services and retail. According
to statistics issued by the Census Bureau in 1990, median annual household
incomes in the communities that comprise the Bank's primary service area are:
$47,518 (Novi); $41,040 (Farmington); $51,986 (Farmington Hills); $48,645
(Livonia); $38,629 (Northville); and $55,465 (Northville Township). Further,
according to SEMCOG, the population in the Bank's primary service area is
expected to grow from approximately 265,600 in 1995 to over 280,000 by 2000,
an increase in excess of 5.4%.
The Bank's secondary service area will be the remaining portion of Oakland
County not included within the primary service area. According to information
issued by Oakland County, the county is the third wealthiest county in the
nation among counties exceeding one million people and average annual household
income more than doubled from $24,700 in 1980 to over $54,400 in 1993.
According to SEMCOG, population in Oakland County is projected to increase from
1,151,000 in 1995 to over 1,192,000 by 2000, an increase of 3.5%. Oakland
County is also a large banking market. According to available industry data,
as of June 30, 1995, total deposits in Oakland County, including banks,
thrifts, and credit unions, were approximately $18.4 billion.
COMPETITION
There are many thrifts, credit unions and bank offices located within the
Bank's primary and secondary market areas. Most are branches of larger
financial institutions which, in management's view, are managed with a
philosophy of strong centralization. The Bank will face competition from the
thrifts, credit unions and other banks as well as finance companies, insurance
companies, mortgage companies, securities brokerage firms, equipment leasing
companies, mutual funds, money market funds and other providers of financial
services. Most of the Bank's competitors have been in business a number of
years, have established customer bases, are larger and have higher lending
limits than the Bank. The Bank will compete for loans principally through its
ability to communicate effectively with its customers and to understand and
meet their needs. Management believes that its personal service philosophy
will enhance its ability to compete favorably in attracting individuals and
small businesses. The Bank will actively solicit retail customers and will
compete for deposits by offering customers personal attention, professional
service, computerized banking and competitive interest rates.
BANK PREMISES
The Bank has leased a 3,000 square foot building at 21211 Haggerty Road,
Novi, Michigan, for use as the Bank's main office and the Company's
headquarters. The building was originally built in 1988 to be a bank branch
and has one drive-up window and three drive-up bays. The building has
substantial on-site parking. There is one entrance/exit on Haggerty Road as
well as a rear exit to Orchard Hill Place. Access to the main office is
available to Oakland and Wayne County residents by using I-275, I-96, I-696 and
Grand River Avenue.
EMPLOYEES
Upon commencement of operations, the Bank expects to employ approximately
11 full-time employees, including its executive officers, teller staff and
other support positions. Management will encourage all employees to share
management's goal of high-quality customer service. Mr. Zamojski and Mr.
Albanese intend to actively monitor
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the performance of the non-executive staff through programs and procedures they
have developed, adopted, implemented and operated over the past 20 years.
MANAGEMENT
DIRECTORS AND OFFICERS
The directors and officers of the Company as of the date hereof, and the
contemplated directors and officers of the Bank upon completion of this
offering, are as follows:
Position with Director Term Position(s)
Name and Age the Company Expires with the Bank
- ------------ ------------------------------ ------------- --------------------
Richard Zamojski, 45 Chairman of the Board, Chief 1999 Chairman of the
Executive Officer, and Board, Chief
Director Executive Officer,
and Director
Anthony S. Albanese, 49 President, Chief Operating 1998 President, Chief
Officer and Director Operating Officer
and Director
H. Perry Driggs, Jr., 60 Director 1999 Director
Lewis N. George, 58 Director 1998 Director
Phillip R. Harrison, 41 Director 1997 Director
Philip Sotiroff, 58 Director 1997 Director
Darryle J. Parker, 47 Secretary, Treasurer and Chief N/A Secretary,
Financial Officer Treasurer and Chief
Financial Officer
Under Federal law and regulations and subject to certain exceptions, the
addition or replacement of any director, or the employment, dismissal or
reassignment of a senior executive officer, of the Bank occurring within two
years of the chartering of the Bank, its acquisition by the Company, or any
change in control of the Bank or the Company (or at any time that the Bank is
not in compliance with applicable minimum capital requirements or is otherwise
in a troubled condition) is subject to prior notice to and disapproval by the
FDIC.
The Company's Articles of Incorporation provide that the number of
directors, as determined from time to time by the Board of Directors, shall be
no less than five and no more than twelve. The Board of Directors has
presently fixed the number of directors at six. The Articles of Incorporation
further provide that the directors shall be divided into three classes, Class
I, Class II, and Class III, with each class serving a staggered three-year term
and with the number of directors in each class being as nearly equal as
possible. The initial terms of the Class I, Class II, and Class III directors
has been established at one year, two years, and three years, respectively.
The subsequent terms of each class of director will be three years.
Darryle J. Parker is employed by the Company and the Bank as Secretary,
Treasurer and Chief Financial Officer of the Company and the Bank. Mr. Parker
has over 23 years of experience in the financial services industry and worked
with Mr. Zamojski and Mr. Albanese prior to coming to the Company.
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It is anticipated that the entire Board of Directors of the Bank will be
elected annually by its shareholder, the Company. Officers of the Company and
the Bank will be appointed annually by their respective Boards of Directors and
perform such duties as are prescribed in the Bylaws or by the Board of
Directors. There are no family relationships among any of the Company's
directors, officers or key personnel.
None of the executive officers or staff are subject to any agreements with
former employers that restrict their right to fully perform their duties with
the Company or the Bank.
EXPERIENCE OF DIRECTORS AND OFFICERS
The experience and backgrounds of the directors and officers, and their
proposed positions with the Company, are summarized below.
RICHARD ZAMOJSKI was employed by Sterling Bank & Trust, F.S.B. ("Sterling" )
from 1990 to August, 1996 where he attained the position of Chairman of the
Board and Chief Executive Officer. Mr. Zamojski was responsible for the
overall strategic plan of Sterling and was the chief liaison with the ownership
of the privately held Bank. Mr. Zamojski also had specific responsibility for
mortgage banking, human resources and the financial and accounting functions of
the Bank. Mr. Zamojski was chairman of the Operations Committee and served as
a member of the Executive, Trust, Loan and Credit, and Compensation Committees.
He also was a member of the Equipment Leasing Association, the Mortgage
Banker's Association of Michigan and the Builders Association of Southeastern
Michigan, where he also served as a past director. Previously, Mr. Zamojski
was employed by Whirlpool Financial Corporation ("Whirlpool") attaining the
position of Vice President-Marketing and member of the Board of Directors
(1984-1989), and Michigan National Leasing Corporation, where he was Group Vice
President until the acquisition of the business by Whirlpool in 1984. Mr.
Zamojski received his Bachelor of Science degree in Accounting from Central
Michigan University in 1973 and a Masters in Business Administration with a
concentration in Finance from the University of Michigan in 1975. He is a
resident of Brighton, Michigan.
ANTHONY S. ALBANESE was employed by Sterling from 1990 to May, 1996 where he
attained the position of President and Chief Operating Officer and was a member
of the Board of Directors. He also acted as the Community Reinvestment Act
("CRA") Officer and was a member of the Oakland County CRA Committee. Mr.
Albanese oversaw the day to day lending, loan purchasing, loan servicing and
trust operations of Sterling with credit approval authority of $1,000,000. Mr.
Albanese was also Chairman of the Electronic Data Processing Committee and a
member of the Asset/Liability, Trust, Operations, Executive and Loan and
Policy Committees. He also served on the IBM Community Bank Advisory Council,
was a member of the Equipment Leasing Association, the Mortgage Bankers
Association and the Builders Association of Southeastern Michigan. Previous
thereto, he was employed by Whirlpool attaining the position of Vice
President-Operations and was a member of the Board of Directors (1984-1989),
and Michigan National Leasing Corporation, where he was a Group Vice President
until the acquisition of the business by Whirlpool in 1984. Mr. Albanese
received an Associate in Science degree in General Business in 1973 and a
Bachelor of Science degree in Accounting in 1977 from Detroit College of
Business. He served in the U.S. Army Security Agency (Military Intelligence)
from 1965 to 1969 with service in Viet Nam during 1966-67. He is a resident of
Northville, Michigan.
DARRYLE J. PARKER has been in the banking industry in excess of 23 years, and
during the past 17 years has served as chief financial officer and/or
controller involving all phases of financial planning, analysis, and
accounting. He was most recently the Treasurer at Sterling (1993-1995) and,
prior to that, attained the positions of Assistant Vice President and
Controller at Heritage Federal Savings Bank, Taylor, Michigan (1992-93), Vice
President and Controller at Security Bank and Trust, Southgate, Michigan
(1990-1991), and Vice President and Cashier at Security Bank of Monroe, Monroe
Michigan (1970-1989). Mr. Parker has an Associate of Science, Monroe County
Community College (1976), a Bachelor of Business Administration in Accounting
from Ohio University (1986), a Masters in Business Administration from Michigan
State University (1988), and is a graduate from the School of Banking
Administration, Controllership, University of Wisconsin (1981). Mr. Parker was
in the United States Marine Corps (1967-1969) serving in Viet Nam. Mr. Parker
is a resident of Monroe, Michigan.
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H. PERRY DRIGGS, JR. is the President of Great Lakes Capital Corporation, a
privately-owned investment banking and corporate finance firm (1987 to
present). Prior to that, he served as an executive at Michigan National Bank
and served in various capacities, including Treasurer at Michigan National
Corporation and its affiliates (1960-1987). Mr. Driggs is President of Time
Masters Company, and is a director of Detroit Mortgage and Realty Company and
Woodstone International, Inc. He received his undergraduate degree from
Harvard College (1958), a Masters degree in Industrial Engineering from
Northwestern University (1959) and returned to Harvard Business School for his
Masters in Business Administration (1961). Mr. Driggs is an active member of
the Financial Executives Institute, the Harvard Business School Club of
Detroit, the Northwestern University Alumni Association and is involved in a
number of local community and charitable organizations. Mr. Driggs is a
resident of Bingham Farms, Michigan.
LEWIS N. GEORGE is currently the President of The George Group, a real estate
development and management company. In 1960 Mr. George began his career with
Nicholas George Theatres, a family owned business that operated a chain of
movie theatres throughout the Detroit Metropolitan Area. He became President
from 1974 through the eventual sale of the theatres in 1988. Mr. George served
as an officer of the Detroit branch of the National Association of Theatre
Owners and was a past director and officer of the Detroit Variety Club. Mr.
George received his undergraduate degree from the University of Michigan (1961)
and a Juris Doctor from Wayne State Law School (1964). Mr. George is an active
member of Orchard Lake Country Club and is a resident of Orchard Lake,
Michigan.
PHILLIP R. HARRISON is the President of Harrison Capital Corporation, a private
investment banking firm which he founded in 1992. His company concentrates in
equity and debt placements for equipment leases and loans. Mr. Harrison was a
managing director of Kendall Capital Partners L.P. (1991-1992), a private
investment banking firm offering specialized advisory services in the areas of
secured asset financing, equipment leasing and project finance. He was a Vice
President and manager of U.S. Leasing International, Inc., a subsidiary of
Ford Motor Company (1986-1992), where he was responsible for the company's
investment in leveraged leases of equipment, facilities and real estate. He
received a Bachelor of Business Administration from Western Michigan University
(1977) and is a certified Public Accountant (1979). Mr. Harrison is a resident
of Brighton, Michigan.
PHILIP SOTIROFF is the President of Sotiroff & Abramczyk, P.C., a law firm
established in 1988, which is engaged in a general business practice with
concentrations in banking and financial institutions, equipment financing,
commercial lending and real estate transactions. Mr. Sotiroff has practiced
commercial law for over 33 years and has specialized in equipment finance since
1974. He has represented Michigan National Leasing Corporation, Whirlpool
Financial Corporation and other financial institutions with respect to a wide
range of commercial equipment financing. Mr. Sotiroff received his
undergraduate degree from the University of Michigan (1960) with honors, is a
member of the Phi Beta Kappa honorary fraternity, and received his Juris Doctor
with distinction from the University of Michigan (1963) where he was an editor
of the Michigan Law Review and received the honorary Order of the Coif. Mr.
Sotiroff is a member of the Michigan Association of Community Bankers and the
Michigan Banker's Association, as well as the Oakland County Bar Association
and the Economic Club of Detroit. Mr. Sotiroff is an active member of St.
Clements Orthodox Church (past chairman, Board of Trustees) and Birmingham
Country Club (past president) and is a resident of Bloomfield Hills, Michigan.
DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
In the first year of operation, no compensation is expected to be paid to
any directors of the Company for their services. Depending on the structure
and operation of the Company, the operations of the Bank and other factors, the
Company's and the Bank's Boards of Directors may thereafter determine that
reasonable fees or compensation are appropriate. In that event it is likely
that directors of the Company and the Bank would receive compensation, such as
meeting fees, which would be consistent with the compensation paid to directors
of financial institution holding companies and banks of similar size.
The Bank's three executive officers have all chosen to join the Bank at
compensation levels below those earned in their previous positions. Their
interest is to achieve earlier profitability for the Bank by reducing operating
expenses. The annual compensation for Mr. Zamojski and Mr. Albanese for the
first year of operations will be $100,000 each,
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and Mr. Parker's compensation for the first year will be $60,000. Executive
officers' compensation in subsequent years will be determined by the
Compensation Committee, a committee of the Bank's Board of Directors comprised
of a majority of outside (non-employee) directors. The Bank's officers may
participate in the Company's 1996 Employee Stock Option Plan. Officers of the
Bank may also participate in any benefit plans adopted for Bank employees. The
Bank expects to adopt a 401(k) plan for its employees promptly after commencing
operations. Neither the Company nor the Bank has an employment agreement with
any officer.
1996 EMPLOYEE STOCK OPTION PLAN
The Board of Directors has adopted, and the sole shareholder of the
Company has approved, a 1996 Employee Stock Option Plan (the "Employee Plan").
The Employee Plan's adoption is intended to enable the key employees of the
Company or any subsidiary to participate in any growth and profitability of the
Company and encourage their continuation as employees of the Company or a
subsidiary to the benefit of the Company and its shareholders. Pursuant to the
Employee Plan, stock options may be granted which qualify under the Internal
Revenue Code as incentive stock options or as stock options that do not qualify
as incentive stock options. The Board is of the judgment that the interests of
the Company and its shareholders will be advanced by implementation of this
Employee Plan. The following is a summary of the principal provisions of the
Employee Plan.
GRANT OF OPTIONS AND ADMINISTRATION. The Employee Plan will be
administered by a committee of the Board of Directors of the Company comprised
of directors who are not eligible to participate in the Employee Plan (the
"Committee"). The Committee will make determinations with respect to the
officers and other key employees who will participate in the Employee Plan and
the extent of their participation, including the type of option. In making
such determinations, the Committee may consider the position and
responsibilities of the employee, the nature and value of his or her services
and accomplishments, the present and potential contribution of the employee to
the success of the Company, and such other factors as the Committee may deem
relevant.
SHARES. The total number of shares of Common Stock which may be issued
under the Employee Plan will not exceed 40,000 shares (subject to adjustment
for certain events as described below). The shares will be authorized but
unissued shares (including shares reacquired by the Company).
OPTION AGREEMENT. Each option granted under the Employee Plan will be
evidenced by an agreement in such form as the Committee shall from time to time
approve, which agreement must comply with and be subject to certain conditions
set forth in the Employee Plan. Options granted under the Employee Plan may be
incentive stock options or non-qualified options, as determined from time to
time by the Committee for each optionee.
OPTION PRICE. The option price will not be less than the fair market
value of the shares of Common Stock at the time the option is granted except in
the case of an incentive stock option granted to a 10% shareholder where the
option price will be equal to 110% of fair market value, and provided that for
all options granted during the twelve month period after completion of this
offering, the option price may not be less than the offering price per share
shown on the cover page of this Prospectus. For purposes of the Employee Plan,
fair market value per share means the average of the published closing bid and
asked prices of the Common Stock on the NASD OTC Bulletin Board (the "Bulletin
Board"), or if the Common Stock has become listed on The Nasdaq Stock Market
("Nasdaq"), then on Nasdaq instead; or if the Common Stock is not quoted on
either the Bulletin Board or Nasdaq, a value determined by any fair and
reasonable means prescribed by the Committee. The option price shall be paid
in cash or through the delivery of previously owned shares of the Company's
Common Stock, or by a combination of cash and Common Stock. The offering price
per share shown on the cover page of this Prospectus shall be used as the
market price for the Common Stock prior to the completion of the offering.
DURATION OF OPTIONS. The duration of each option will be determined by
the Committee, except that (1) the maximum duration may not exceed ten years
from the date of grant, and (2) for incentive stock options granted to persons
who own 10% or more of the Company's stock, the duration of such options may
not exceed five years from
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the date of grant. The Committee will determine at the time of grant whether
the option will be exercisable in full or in cumulative installments.
Except as hereinafter provided, an option may be exercised by an optionee
only while such optionee is in the employ of the Company or a subsidiary. In
the event that the employment of an optionee to whom an option has been granted
under the Employee Plan shall terminate (except as set forth below) such option
may be exercised, to the extent that the option was exercisable on the date of
termination of employment, only until the earlier of three (3) months after
such termination or the original expiration date of the option; provided,
however, that if termination of employment results from death or total and
permanent disability, such three (3) month period shall be extended to twelve
(12) months.
ADJUSTMENTS. The Committee may make appropriate adjustments in the number
of shares of Common Stock for which options may be granted or which may be
issued under the Employee Plan and the price per share of each option if there
is any change in the Common Stock as a result of a stock dividend, stock split,
recapitalization or otherwise.
CHANGE IN CONTROL. In the case of a change in control (as defined in the
Employee Plan) of the Company, each option then outstanding shall become
exercisable in full immediately prior to such change in control.
TERMINATION OF EMPLOYEE PLAN AND AMENDMENTS. Options may not be granted
pursuant to the Employee Plan after December 31, 2006. The Board of Directors
may from time to time terminate the Employee Plan or amend the Employee Plan
subject to shareholder approval to the extent necessary to satisfy the
requirements of Rule 16b-3 under the Exchange Act, or any successor rule.
FEDERAL INCOME TAX CONSEQUENCES. The grant of a non-qualified option or
incentive stock option has no federal tax consequences for the optionee or the
Company. Upon the exercise of a non-qualified option, the optionee is deemed
to realize taxable income to the extent that the fair market value of the
shares of Common Stock exceeds the option price. The Company is entitled to a
tax deduction for such amounts at the date of exercise. If any stock received
upon the exercise of a non-qualified option is later sold, any excess of the
sale price over the fair market value of the stock at the date of exercise is
taxable to the optionee.
No taxable income results to the optionee upon the exercise of an
incentive stock option if the incentive stock option is exercised during the
period of the optionee's employment or within three months thereafter, except
in the case of disability or death. However, the amount by which the fair
market value of the stock acquired pursuant to an incentive stock option
exceeds the option price is a tax preference item which may result in the
imposition on the optionee of an alternative minimum tax. If no disposition of
the shares is made within two years from the date the incentive stock option
was granted and one year from the date of exercise, any profit realized upon
disposition of the shares may be treated as a long-term capital gain by the
optionee. The Company will not be entitled to a tax deduction upon such
exercise of an incentive stock option, nor upon a subsequent disposition of the
shares unless such disposition occurs prior to the expiration of the holding
periods.
Under the terms of the Employee Plan the aggregate market value
(determined at the time the option is granted) of the stock with respect to
which incentive stock options are exercisable for the first time in any year by
any optionee may not exceed $100,000.
1996 STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS
In order to increase the proprietary interest of nonemployee directors of
the Company and to enhance the Company's ability to retain and attract
experienced and knowledgeable directors, the Board of Directors has adopted and
the sole shareholder of the Company has approved the 1996 Stock Option Plan for
Nonemployee Directors (the "Nonemployee Director Plan"). The following is a
summary of the Nonemployee Director Plan.
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GRANT OF OPTIONS AND ADMINISTRATION. Pursuant to the Nonemployee Director
Plan, on February 1, 1997, the Company will automatically grant each person who
is then a director of the Company and who is not an employee of the Company or
any affiliate ("Nonemployee Director") an option to purchase 12,000 shares of
Common Stock of the Company at the per share offering price shown on the cover
page of this Prospectus. Nonemployee Directors who are appointed or elected
after March 1, 1997, will receive an option on the first day of the month
following their appointment or election for a lesser number of shares, the
number of which will depend on the annual shareholders' meeting which first
occurs concurrently with, or after he or she becomes a director, as set forth
in the table below:
The Nonemployee Director's
If the Nonemployee Director's Option will be for the
First Annual Meeting is the: Following Number of Shares:
----------------------------- ---------------------------
1998 Annual Meeting 3,000
1999 Annual Meeting 2,000
2000 Annual Meeting 1,000
The Nonemployee Director Plan will be administered by the Committee or another
committee appointed by at least a majority of the Board of Directors of the
Company.
SHARES. The total number of shares of the Company's Common Stock which
may be issued under the Nonemployee Director Plan will not exceed 60,000
shares (subject to adjustment for certain events as described below). The
shares will be authorized but unissued shares (including shares reacquired by
the Company).
OPTION AGREEMENT. Each option granted under the Nonemployee Director Plan
will be evidenced by an agreement in such form as the Committee shall from time
to time approve, which agreement must comply with and be subject to certain
conditions set forth in the Nonemployee Director Plan.
SCHEDULE FOR BECOMING FULLY EXERCISABLE. Options granted in 1997 under
the Nonemployee Director Plan are immediately exercisable for 6,000 shares of
Common Stock. On March 1 of each year beginning with March 1, 1998, each such
option will become exercisable for an additional 2,000 shares of Common Stock,
until it is exercisable in full. In the event of a "change in control" of the
Company, as defined in the Nonemployee Director Plan, each option then
outstanding shall become immediately exercisable in full, immediately prior to
such change in control. Options granted to persons appointed or elected to the
Board after March 1, 1997, will become fully exercisable 180 days after the
date of grant.
OPTION PRICE. The option exercise price for options granted under the
Nonemployee Director Plan will be the fair market value per share on the date
the option is granted to the Nonemployee Director. For purposes of the
Nonemployee Director Plan, fair market value per share means the average
between the published closing bid and asked prices of the Common Stock on the
Bulletin Board or, if the Common Stock has become listed on Nasdaq, then on
Nasdaq instead; or if the Common Stock is not quoted on either the Bulletin
Board or Nasdaq, a value determined by any fair and reasonable means prescribed
by the Committee. The options are not transferable by Nonemployee Directors,
except by will, the laws of descent and distribution, or pursuant to a
qualified domestic relations order. To the extent exercisable, each option may
be exercised from time to time, in full, or in part in minimum installment of
1,000 shares, during the term of the option. Payment of the option exercise
price may be made in cash or shares of Common Stock already owned by the person
exercising the option, valued at the fair market value per share of Common
Stock on the date of exercise, or a combination of cash and Common Stock. For
purposes of the grant of options under the Nonemployee Director Plan, and not
for any other purpose, the Board of Directors has determined that the offering
price per share shown on the cover page of this Prospectus shall be used as the
market price for the Common stock prior to the completion of the offering and
for options under the Nonemployee Director Plan issued on February 1, 1997.
DURATION OF OPTIONS. The unexercised portion of each option automatically
expires, and is no longer exercisable, on the earliest to occur of the
following: (i) seven years after the option is granted, (ii) three months after
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the person who was granted the option ceases to be a Nonemployee Director,
other than due to permanent disability, death, or for cause, (iii) one year
following the death or permanent disability of the Nonemployee Director, and
(iv) immediately upon termination of the Nonemployee Director's service for
cause.
ADJUSTMENTS. In the event that there is any change in the number of shares
of Common Stock through the declaration of stock dividends or stock splits, or
through recapitalization, merger, consolidation, combination of shares, or
otherwise, the Committee or the Board of Directors will make such adjustments,
if any, as it may deem appropriate, in the number of shares of Common Stock
subject to outstanding options, the option price, and any other terms it deems
appropriate.
TERMINATION OF PLAN AND AMENDMENT. The Board of Directors of the Company
may, from time to time, terminate or suspend the Nonemployee Director Plan, in
whole or in part, or amend the Nonemployee Director Plan, without approval of
the shareholders of the Company; except that no such action shall be taken by
the Board that (i) materially increases the benefits accruing to the
participants, materially increases the number of securities that may be issued
(except adjustments permitted under the paragraph above), or materially
modifies the eligibility requirements for participation, (ii) causes the
Nonemployee Director Plan to fail to satisfy the applicable requirements of
Rule 16b-3 under the Exchange Act, or any Nonemployee Director to fail to
qualify as a "disinterested person" as defined in that rule, or (iii) impairs
the rights of any option holder granted under the Nonemployee Director Plan,
without such option holder's consent.
FEDERAL INCOME TAX CONSEQUENCES. Under current federal income tax law,
options granted under the Nonemployee Director Plan will be non-qualified stock
options which do not qualify as incentive stock options under Section 422 of
the Internal Revenue Code. The grant of a non-qualified option has no federal
tax consequences for the optionee or the Company. Upon the exercise of a
non-qualified option, the optionee is deemed to realize taxable income to the
extent that the fair market value of the shares of Common Stock exceeds the
option price. The Company is entitled to a tax deduction for such amounts at
the date of exercise. If any stock received upon the exercise of a
non-qualified option is later sold, any excess of the sale price over the fair
market value of the stock at the date of exercise is taxable to the optionee.
RELATED PARTY TRANSACTIONS
LOANS FROM ORGANIZERS
Over the past several months, the organizers of the Bank have loaned an
aggregate amount of approximately $200,000 to the Company to cover
organizational expenses of the Company and the Bank. No interest is payable on
the loans. All of these loans will be repaid by the Company from the net
proceeds of the offering. The organizers include the members of the Board of
Directors and executive officers.
LEGAL
Sotiroff & Abramczyk, P.C., of which Mr. Philip Sotiroff is a member, has
performed legal services for the Company and the Bank during the organizing
process and in connection with this offering. The Company has paid that firm
approximately $50,000 in fees for those services. The Company and the Bank
expect to retain Mr. Sotiroff's firm as general counsel after operations
commence.
BANKING TRANSACTIONS
It is anticipated that the directors and officers of the Company and the
Bank and the companies with which they are associated will have banking and
other transactions with the Company and the Bank in the ordinary course of
business. It is the Bank's policy that any loans and commitments to lend to
such affiliated persons or entities included in such transactions will be made
in accordance with all applicable laws and regulations and on substantially the
same
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terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with unaffiliated parties of similar
creditworthiness, and will not involve more than normal risk or present other
unfavorable features to the Company and the Bank. Applicable law and Bank
policy generally require that transactions between the Company or the Bank, and
any officer, director, principal shareholder, or other affiliate of the Company
or the Bank will be on terms no less favorable to the Company or the Bank than
could be obtained on an arms-length basis from unaffiliated independent third
parties.
INDEMNIFICATION
The Articles of Incorporation and Bylaws of the Company provide for the
indemnification of directors and officers of the Company, including reasonable
legal fees, incurred by such directors and officers while acting for or on
behalf of the Company as a director or officer, subject to certain limitations.
See "Description of Capital Stock -- Indemnification of Directors and
Officers." The scope of such indemnification otherwise permitted by Michigan
law may be limited in certain circumstances by Federal law and regulations.
See "Supervision and Regulation -- Recent Regulatory Developments." The
Company may purchase directors' and officers' liability insurance for directors
and officers of the Company and the Bank.
PRINCIPAL SHAREHOLDERS
The Company has only one share of Common Stock outstanding with such share
being held by Richard Zamojski. The following table sets forth certain
information with respect to the anticipated beneficial ownership of the
Company's Common Stock after the sale of shares offered hereby, by (i) each
person expected by the Company to beneficially own more than 5% of the
outstanding Common Stock; (ii) each of the current directors and executive
officers of the Company; and (iii) all such directors and executive officers of
the Company as a group. All share numbers are provided based upon such
directions from the Company and non-binding expressions of interest supplied
by the persons listed below. Depending upon their individual circumstances at
the time, each of such persons may purchase a greater or fewer number of shares
than indicated in the following table and in fact may purchase no shares.
[Remainder of Page Intentionally Left Blank]
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Number of shares Percentage of
beneficially owned outstanding shares
Name and Address after offering (1) after offering (3)
- ---------------- ------------------ ------------------
Anthony S. Albanese
330 Eaton Drive
Northville, MI 48167
H. Perry Driggs, Jr.
30915 Timberbrook Lane
Bingham Farms, MI 48025 (2)
Lewis N. George
5241 North Bay Drive
Orchard Lake, MI 48324 (2)
Phillip R. Harrison
4792 Split Rail
Brighton, MI 48116 (2)
Darryle J. Parker
5750 Parkside Drive
Monroe, MI 48161
Philip Sotiroff
770 E. Glengarry Circle
Bloomfield Hills, MI 48301 (2)
Richard Zamojski
11790 Pine Mountain Drive
Brighton, MI 48116
______________________
(1) Some or all of the Common Stock listed may be held jointly with, or for
the benefit of, spouses and children of, or various trusts established by,
the person indicated.
(2) Includes 6,000 shares that such person has the right to acquire within 60
days of the date of this prospectus, pursuant to the Company's Nonemployee
Director Plan. Such person also holds an option under such plan to
purchase an additional 6,000 shares.
(3) The percentages shown are based on the 1,000,000 shares offered hereby
plus the number of shares that the named person or group has the right to
acquire within 60 days of the date of this Prospectus, and assumes no
exercise of the Underwriter's over-allotment option.
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SUPERVISION AND REGULATION
GENERAL
Financial institutions and their holding companies are extensively
regulated under federal and state law. Consequently, the growth and earnings
performance of the Company and the Bank can be affected not only by management
decisions and general economic conditions, but also by the statutes
administered by, and the regulations and policies of, various governmental
regulatory authorities. Those authorities include, but are not limited to, the
Federal Reserve Board, the FDIC, the Commissioner, the Securities and Exchange
Commission (the "SEC"), the Michigan Department of Consumer and Industry
Services, the Internal Revenue Service and state taxing authorities. The
effect of such statutes, regulations and policies can be significant, and
cannot be predicted with a high degree of certainty.
Federal and state laws and regulations generally applicable to financial
institutions and their holding companies regulate, among other things, the
scope of business, investments, reserves against deposits, capital levels
relative to operations, lending activities and practices, the nature and amount
of collateral for loans, the establishment of branches, mergers, consolidations
and dividends. The system of supervision and regulation applicable to the
Company and the Bank establishes a comprehensive framework for their respective
operations and is intended primarily for the protection of the FDIC's deposit
insurance funds, the depositors of the Bank and the public, rather than
shareholders of the Bank or the Company.
Federal law and regulations, including provisions added by the Federal
Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") and
regulations promulgated thereunder, establish supervisory standards applicable
to the operation, management and lending activities of the Bank, including
internal controls, loan documentation, credit underwriting, interest rate
exposure, asset growth, compensation and loan-to-value ratios for loans secured
by real property. The Bank intends to comply with these requirements, and in
some cases may apply more restrictive standards.
The following references to statutes and regulations are intended to
summarize material effects of certain government regulation on the business of
the Company and the Bank. Any change in government regulation may have a
material adverse effect on the Company, the Bank and their operations.
THE COMPANY
GENERAL. The Company will apply to the Federal Reserve Board pursuant to
Section 3(a)(1) of the Bank Holding Company Act of 1956, as amended ("BHCA"),
for prior approval to acquire all of the capital stock of the Bank. When the
Company becomes the sole shareholder of the Bank, the Company will be a bank
holding company and, as such, will be required to register with, and will be
subject to the supervision of and regulation by, the Federal Reserve Board
under the BHCA. Under the BHCA, the Company will be subject to periodic
examination by the Federal Reserve Board and will be required to file periodic
reports of its operations and such additional information as the Federal
Reserve Board may require. The Company also will be required to file periodic
reports with, and otherwise comply with the rules and regulations of, the SEC
under the federal securities laws.
In accordance with Federal Reserve Board policy, the Company will be
expected to act as a source of financial strength to the Bank and to commit
resources to support the Bank in circumstances where the Company might not do
so absent such policy. In addition, in certain circumstances a Michigan state
bank having impaired capital may be required by the Commissioner either to
restore the bank's capital by a special assessment upon its shareholders or to
initiate the liquidation of the bank.
INVESTMENTS AND ACTIVITIES. Under the BHCA, bank holding companies are
prohibited, with certain limited exceptions, from engaging in, or acquiring,
directly or indirectly, control of voting securities or assets of a company
engaged in, any activity other than banking or managing or controlling banks or
an activity that the Federal Reserve Board determines to be so closely related
to banking or managing or controlling banks as to be a proper incident thereto.
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Under current Federal Reserve Board regulations, such permissible non-bank
activities include such things as mortgage banking, equipment leasing,
securities brokerage and consumer and commercial finance company operations.
Any such acquisition will require, except in certain cases, prior written
notice to the Federal Reserve Board.
In evaluating a written notice of such an acquisition, the Federal Reserve
Board will consider various factors, including among others the financial and
managerial resources of the notifying bank holding company and its
subsidiaries, and the relative public benefits and adverse effects which may be
expected to result from the performance of the activity by an affiliate of such
company. The Federal Reserve Board may apply different standards to activities
proposed to be commenced de novo and activities commenced by acquisition, in
whole or in part, of a going concern. The required notice period may be
extended by the Federal Reserve Board under certain circumstances, including a
notice for acquisition of a company engaged in activities not previously
approved by regulation of the Federal Reserve Board. If such a proposed
acquisition is not disapproved or subjected to conditions by the Federal
Reserve Board within the applicable notice period, it is deemed approved by the
Federal Reserve Board.
In general, any direct or indirect acquisition by the Company of any
voting shares of any bank which would result in the Company's direct or
indirect ownership or control of more than 5% of any class of voting shares of
such bank, and any merger or consolidation of the Company with another bank
holding company, will require the prior written approval of the Federal Reserve
Board under the BHCA. In acting on such applications, the Federal Reserve
Board must consider various statutory factors, including among others, the
effect of the proposed transaction on competition in the relevant geographic
and product markets, each party's financial condition and managerial resources
and record of performance under the Community Reinvestment Act. Since
September 29, 1995, the BHCA has permitted the Federal Reserve Board under
specified circumstances to approve the acquisition, by a bank holding company
located in one state, of a bank or bank holding company located in another
state, without regard to any prohibition contained in state law. See "Recent
Regulatory Developments."
The merger or consolidation of an existing bank subsidiary of the Company
with another bank, or the acquisition by such a subsidiary of assets of another
bank, or the assumption of liability by such a subsidiary to pay any deposits
in another bank, will require the prior written approval of the responsible
Federal depository institution regulatory agency under the Bank Merger Act,
based upon a consideration of statutory factors similar to those outlined above
with respect to the BHCA. In addition, in certain such cases an application
to, and the prior approval of, the Federal Reserve Board under the BHCA and/or
the Commissioner under the Michigan Banking Code, may be required.
CAPITAL REQUIREMENTS. The Federal Reserve Board uses capital adequacy
guidelines in its examination and regulation of bank holding companies. If
capital falls below minimum guidelines, a bank holding company may, among other
things, be denied approval to acquire or establish additional banks or non-bank
businesses.
The Federal Reserve Board's capital guidelines establish the following
minimum regulatory capital requirements for bank holding companies: (i) a
leverage capital requirement expressed as a percentage of total assets, (ii) a
risk-based requirement expressed as a percentage of total risk-weighted assets,
and (iii) a Tier 1 leverage requirement expressed as a percentage of total
assets. The leverage capital requirement consists of a minimum ratio of total
capital to total assets of 6%, with an expressed expectation that banking
organizations generally should operate above such minimum level. The
risk-based requirement consists of a minimum ratio of total capital to total
risk-weighted assets of 8%, of which at least one-half must be Tier 1 capital
(which consists principally of shareholders' equity). The Tier 1 leverage
requirement consists of a minimum ratio of Tier 1 capital to total assets of 3%
for the most highly rated companies, with minimum requirements of 4% to 5% for
all others.
The risk-based and leverage standards presently used by the Federal
Reserve Board are minimum requirements, and higher capital levels will be
required if warranted by the particular circumstances or risk profiles of
individual banking organizations. Further, any banking organization
experiencing or anticipating significant growth would be expected to maintain
capital ratios, including tangible capital positions (i.e., Tier 1 capital less
all intangible assets), well above the minimum levels.
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The Federal Reserve Board's regulations provide that the foregoing capital
requirements will generally be applied on a bank-only (rather than a
consolidated) basis in the case of a bank holding company with less than $150
million in total consolidated assets unless: (i) the bank holding company is
engaged directly or indirectly in any non bank activity involving significant
leverage or (ii) the holding company has outstanding significant debt held by
the general public. Nonetheless, on a pro forma basis, assuming the issuance
and sale by the Company of the 1,000,000 shares of Common Stock offered hereby
at $10.00 per share, the Company's leverage capital ratio, risk-based capital
ratio and Tier 1 leverage ratio, in each case as calculated on a consolidated
basis under the Federal Reserve Board's capital guidelines, would exceed the
minimum requirements.
DIVIDENDS. The Company is a corporation separate and distinct from the
Bank. Most of the Company's revenues will be received by it in the form of
dividends or interest paid by the Bank. The Bank is subject to statutory
restrictions on its ability to pay dividends. See "The Bank -- Dividends."
The Federal Reserve Board has issued a policy statement on the payment of cash
dividends by bank holding companies. In the policy statement, the Federal
Reserve Board expressed its view that a bank holding company experiencing
earnings weaknesses should not pay cash dividends exceeding its net income or
which could only be funded in ways that weakened the bank holding company's
financial health, such as by borrowing. Additionally, the Federal Reserve
Board possesses enforcement powers over bank holding companies and their
non-bank subsidiaries to prevent or remedy actions that represent unsafe or
unsound practices or violations of applicable statutes and regulations. Among
these powers is the ability to proscribe the payment of dividends by banks and
bank holding companies. Similar enforcement powers over the Bank are possessed
by the FDIC. The "prompt corrective action" provisions of FDICIA impose
further restrictions on the payment of dividends by insured banks which fail to
meet specified capital levels and, in some cases, their parent bank holding
companies.
In addition to the restrictions on dividends imposed by the Federal
Reserve Board, the Michigan Business Corporation Act imposes certain
restrictions on the declaration and payment of dividends by Michigan
corporations such as the Company. See "Description of Capital Stock -- Common
Stock -- Dividend Rights."
THE BANK
GENERAL. Upon completion of its organization, the Bank will be a Michigan
banking corporation, and its deposit accounts will be insured up to applicable
limits by the FDIC under the Bank Insurance Fund (the "BIF"). As an
FDIC-insured, Michigan-chartered bank, the Bank will be subject to the
examination, supervision, reporting and enforcement requirements of the
Commissioner, as the chartering authority for Michigan banks, and the FDIC, as
administrator of the BIF. These agencies and federal and state law extensively
regulate various aspects of the banking business including, among other things,
permissible types and amounts of loans, investments and other activities,
capital adequacy, branching, interest rates on loans and on deposits, the
maintenance of non-interest bearing reserves on deposit accounts and the safety
and soundness of banking practices.
DEPOSIT INSURANCE. As an FDIC-insured institution, the Bank will be
required to pay deposit insurance premium assessments to the FDIC. Pursuant to
FDICIA, the FDIC adopted a risk-based assessment system under which all insured
depository institutions are assigned one of nine categories (consisting of one
of three capital subcategories and one of three supervisory subcategories) and
assessed insurance premiums based upon their level of capital and supervisory
evaluation. Institutions classified as well-capitalized (as defined by the
FDIC) and considered healthy pay the lowest premium while institutions that are
less than adequately capitalized (as defined by the FDIC) and considered of
substantial supervisory concern pay the highest premium. Risk classification
of all insured institutions is made by the FDIC for each semi-annual assessment
period.
FDICIA required the FDIC to establish assessment rates at levels which
would restore the BIF to a mandated reserve ratio of 1.25% of insured deposits
over a period not to exceed 15 years. In November 1995, the FDIC determined
that the BIF had reached the required ratio. Accordingly, the FDIC has
established the schedule of BIF insurance assessments for the first semi-annual
assessment period of 1997, ranging from 0% of deposits for institutions in the
highest category to .27% of deposits for institutions in the lowest category.
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The FDIC may terminate the deposit insurance of any insured depository
institution if the FDIC determines, after a hearing, that the institution or
its directors have engaged or are engaging in unsafe or unsound practices, or
have violated any applicable law, regulation, rule, order or any condition
imposed in writing by, or written agreement with, the FDIC, or if the
institution is in an unsafe or unsound condition to continue operations. The
FDIC may also suspend deposit insurance temporarily during the hearing process
for a permanent termination of insurance if the institution has no tangible
capital.
CAPITAL REQUIREMENTS. The FDIC has established the following minimum
capital standards for state-chartered, FDIC-insured non-member banks, such as
the Bank: (i) a leverage requirement consisting of a minimum ratio of Tier 1
capital to total assets of 3% for the most highly-rated banks and a minimum
ratio of Tier I capital to total assets of 4% to 5% for all others, and (ii) a
risk-based capital requirement consisting of a minimum ratio of total capital
to total risk-weighted assets of 8%, of which at least one-half of that total
capital amount must consist of Tier 1 capital. Tier 1 capital consists
principally of shareholders' equity.
The capital requirements described above are minimum requirements. Higher
capital levels will be required if warranted by the particular circumstances or
risk profiles of individual institutions. As a condition to the regulatory
approvals of the Bank's formation, the Bank will be required to have an initial
capitalization sufficient to provide a ratio of Tier 1 capital to total
estimated assets of at least 8% at the end of the third year of operation.
PROMPT CORRECTIVE ACTION. FDICIA establishes a system of prompt
corrective action to resolve the problems of undercapitalized institutions.
Under this system, federal depository institution regulators are required to
take certain mandatory supervisory actions, and may take certain discretionary
supervisory actions against undercapitalized institutions, the severity of
which depends upon the institution's degree of capitalization. In addition,
subject to a narrow exception, FDICIA generally requires the federal depository
institution regulators to appoint a receiver or conservator for an institution
that is critically undercapitalized.
As mandated by FDICIA, the federal banking regulators have specified by
regulation the relevant capital measures at which an insured depository
institution is deem well capitalized, adequately capitalized, undercapitalized,
significantly undercapitalized and critically undercapitalized. Pursuant to
the FDIC's regulations implementing the prompt corrective action provisions of
FDICIA, a bank will be deemed to be: (i) well capitalized if the bank has a
total risk-based capital ratio of 10% or greater, Tier 1 risk-based capital
ratio of 6% or greater and leverage ratio of 5% or greater; (ii) adequately
capitalized if the bank has a total risk-based capital ratio of 8% or greater,
Tier 1 risk-based capital ratio of 4% or greater and leverage ratio of 4% or
greater (3% for the most highly rated banks); (iii) undercapitalized if the
bank has a total risk-based capital ratio of less than 8%, Tier 1 risk-based
capital ratio of less than 4% or leverage ratio of less than 4% (less than 3%
for the most highly rated banks); (iv) significantly undercapitalized if the
bank has a total risk-based capital ratio of less than 6%, Tier 1 risk-based
capital ratio of less than 3% or leverage ratio of less than 3%; and (v)
critically undercapitalized if the bank has a ratio of tangible equity to total
assets of 2% or less.
Subject to certain exceptions, these capital ratios are generally
determined on the basis of Call Reports submitted by each depository
institution and the reports of examination by each institution's appropriate
federal depository institution regulatory agency.
Depending upon the capital category to which an institution is assigned,
the regulators' corrective powers include: requiring the submission of a
capital restoration plan; (which must include a holding company guarantee of
performance) placing limits on asset growth and restrictions on activities;
requiring the institution to issue additional capital stock (including
additional voting stock) or to be acquired; restricting transactions with
affiliates; restricting the interest rate the institution may pay on deposits;
ordering a new election of directors of the institution; requiring that senior
executive officers or directors be dismissed; prohibiting the institution from
accepting deposits from correspondent banks requiring the holding company to
divest certain subsidiaries including the institution; requiring the
institution to divest certain subsidiaries; prohibiting the payment of
principal or interest on subordinated debt; and ultimately, appointing a
receiver or conservator for the institution.
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In general, a depository institution may be reclassified to a lower
category than is indicated by its capital position if the appropriate federal
depository institution regulatory agency determines the institution to be
otherwise in an unsafe or unsound condition or to be engaged in an unsafe or
unsound practice. This could include a failure by the institution, following
receipt of a less-than-satisfactory rating on its most recent examination
report, to correct the deficiency.
DIVIDENDS. As a banking corporation organized under Michigan law, the
Bank will be restricted as to the maximum amount of dividends it may pay on its
Common Stock. The Bank may not pay dividends except out of net profits after
deducting its losses and bad debts. The Bank may not declare or pay a dividend
unless it will have a surplus amounting to at least 20% of its capital after
the payment of the dividend. If the Bank has a surplus less than the amount of
its capital it may not declare or pay any dividend until an amount equal to at
least 10% of net profits for the preceding half- year (in the case of quarterly
or semi-annual dividends) or full year (in the case of annual dividends) has
been transferred to surplus. The Bank may, with the approval of the
Commissioner, by vote of shareholders owning 2/3 of the stock eligible to vote,
increase its capital stock by a declaration of a stock dividend, provided that
after the increase its surplus equals at least 20% of its capital stock, as
increased. The Bank may not declare or pay any dividend until the cumulative
dividends on preferred stock (should any such stock be issued and outstanding)
have been paid in full. The Bank has no present plans to issue preferred
stock.
FDICIA generally prohibits a depository institution from making any
capital distribution (including payment of a dividend) or paying any management
fee to its holding company if the depository institution would thereafter be
undercapitalized. The FDIC may prevent an insured bank from paying dividends
if the bank is in default of payment of any assessment due to the FDIC. In
addition, payment of dividends by a bank may be prevented by the applicable
federal regulatory authority if such payment is determined, by reason of the
financial condition of such bank, to be an unsafe and unsound banking practice.
INSIDER TRANSACTIONS. The Bank is subject to certain restrictions imposed
by the Federal Reserve Act ("FRA") on any extensions of credit to the Company
or its subsidiaries, on investments in the stock or other securities of the
Company or its subsidiaries, and the acceptance of the stock or other
securities of the Company or its subsidiaries as collateral for loans. These
restrictions limit the aggregate amount of transactions with any individual
affiliate to 10% of the Bank's capital and surplus, limit the aggregate amount
of transactions with all affiliates to 20% of the Bank's capital and surplus,
require that loans and certain other extensions of credit be secured by
collateral in certain specified amounts and types, generally prohibit the
purchase of low quality assets from affiliates and generally require that
certain transactions with affiliates, including loans and asset purchases, be
on terms and under circumstances, including credit standards, that are
substantially the same or at least as favorable to the Bank as those prevailing
at the time for comparable transactions with nonaffiliated individuals or
entities.
Also, the FRA prescribes certain limitations and reporting requirements on
extensions of credit by the Bank to its directors and executive officers, to
directors and executive officers of the Company and its subsidiaries, to
principal shareholders of the Company and its subsidiaries, to principal
shareholders of the Company and to "related interests" of such directors,
officers and principal shareholders. Among other things, the FRA, and the
regulations thereunder, require such loans to be made on substantially the same
terms as those offered to unaffiliated individuals, place limits on the amount
of loans the Bank may extend to such individuals and require certain approval
procedures to be followed. In addition, such legislation and regulations may
affect the terms upon which any person becoming a director or officer of the
Company or one of its subsidiaries or a principal shareholder of the Company
may obtain credit from banks with which the Bank maintains a correspondent
relationship.
SAFETY AND SOUNDNESS STANDARDS. On July 10, 1995, the FDIC, the Office of
Thrift Supervision, the Federal Reserve Board and the Office of the Comptroller
of the Currency published final guidelines implementing the FDICIA requirement
that the federal banking agencies establish operational and managerial
standards to promote the safety and soundness of federally insured depository
institutions. The guidelines, which took effect on August 9, 1995, establish
standards for internal controls, information systems, internal audit systems,
loan documentation, credit underwriting, interest rate exposure, asset growth
and compensation, fees and benefits, and specifically prohibit, as an unsafe
and unsound practice, excessive compensation that could lead to a material loss
to an institution. The federal banking
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agencies also adopted asset quality and earnings standards that were added to
the safety and soundness guidelines effective October 1, 1996. If an
institution fails to comply with any of the standards set forth in the
guidelines, the institution's primary federal regulator may require the
institution to submit a plan for achieving and maintaining compliance.
Failure to submit an acceptable compliance plan, or failure to adhere to a
compliance plan that has been accepted by the appropriate regulator, would
constitute grounds for further enforcement action.
STATE BANK ACTIVITIES. Under FDICIA, as implemented by final regulations
adopted by the FDIC, FDIC-insured state banks are prohibited, subject to
certain exceptions, from directly or indirectly acquiring or retaining any
equity investments of a type, or in an amount, that are not permissible for a
national bank. FDICIA, as implemented by FDIC regulations, also prohibits
FDIC-insured state banks and their subsidiaries, subject to certain exceptions,
from engaging as principal in any activity that is not permitted for a national
bank or its subsidiary, respectively, unless the bank meets, and continues to
meet, its minimum regulatory capital requirements and the FDIC determines the
activity would not pose a significant risk to the deposit insurance fund of
which the bank is a member. Impermissible investments and activities must be
divested or discontinued within certain time frames set by the FDIC in
accordance with FDICIA. These restrictions are not currently expected to have
a material impact on the operations of the Bank.
CONSUMER BANKING. The Bank's business will include making a variety of
types of loans to individuals. In making these loans, the Bank will be subject
to state usury and regulatory laws and to various federal statutes, such as the
Equal Credit Opportunity Act, Fair Credit Reporting Act, Truth in Lending Act,
Real Estate Settlement Procedures Act and Home Mortgage Disclosure Act, and the
regulations promulgated thereunder, which prohibit discrimination, specify
disclosures to be made to borrowers regarding credit and settlement costs and
regulate the mortgage loan servicing activities of the Bank, including the
maintenance and operation of escrow accounts and the transfer of mortgage loan
servicing. The Riegle Act imposed new escrow requirements on depository and
non-depository mortgage lenders and servicers under the National Flood
Insurance Program. See "Recent Regulatory Developments." In receiving
deposits, the Bank will be subject to extensive regulation under state and
federal law and regulations, including the Truth in Savings Act, the Expedited
Funds Availability Act, the Bank Secrecy Act, the Electronic Funds Transfer Act
and the Federal Deposit Insurance Act. Violation of these laws could result in
the imposition of significant damages and fines upon the Bank, its directors
and officers.
RECENT REGULATORY DEVELOPMENTS.
The Deposit Insurance Funds Act of 1996 (the "DIFA"), which was part of
the omnibus appropriations bill for fiscal year 1997, addresses the problem of
the undercapitalized Savings Association Insurance Fund (the "SAIF"). As
required under the DIFA, the FDIC imposed a one-time special assessment on
savings associations to bring the SAIF up to a mandated reserve ratio of 1.25%
of insured deposits.
In addition, beginning on January 1, 1997, banks and thrifts will be
required to share in the payment of the Financing Corporation (the "FICO")
bonds. The FICO bonds were issued pursuant to the Competitive Equality Banking
Act of 1987 to recapitalize the Federal Savings and Loan Insurance Corporation.
Prior to the enactment of the DIFA, savings associations alone paid
assessments on the FICO bonds.
In 1994, the Congress enacted two major pieces of banking legislation, the
Riegle Act and the Riegle-Neal Interstate Banking and Branching Efficiency Act
(the "Riegle-Neal Act"). The Riegle Act addressed such varied issues as the
promotion of economic revitalization of defined urban and rural "qualified
distressed communities" through special purpose "Community Development
Financial Institutions," the expansion of consumer protection with respect to
certain loans secured by a consumer's home and reverse mortgages and reductions
in compliance burdens regarding Currency Transaction Reports, in addition to
reform of the National Flood Insurance Program, the promotion of a secondary
market for small business loans and leases and mandating specific changes to
reduce regulatory impositions on depository institutions and holding companies.
The Riegle-Neal Act substantially changed the geographic constraints
applicable to the banking industry. Effective September 29, 1995, the
Riegle-Neal Act allows bank holding companies to acquire banks located in any
state in the
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United States without regard to geographic restrictions or reciprocity
requirements imposed by state law, but subject to certain conditions, including
limitations on the aggregate amount of deposits that may be held by the
acquiring holding company and all of its insured depository institution
affiliates. Effective June 1, 1997 (or earlier if expressly authorized by
applicable state law), the Riegle-Neal Act allows banks to establish interstate
branch networks through acquisitions of other banks, subject to certain
conditions, including certain limitations on the aggregate amount of deposits
that may be held by the surviving bank and all of its insured depository
institution affiliates. 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. The legislation
allows individual states to "opt-out" of certain provisions of the Riegle-Neal
Act by enacting appropriate legislation prior to June 1, 1997.
In November, 1995, Michigan exercised its right to opt-in early to the
Riegle-Neal Act, and permitted non-U.S. banks to establish branch offices in
Michigan. Effective November 29, 1995, the Michigan Banking Code was amended
to permit, in appropriate circumstances and with the approval of the
Commissioner, (i) the acquisition of Michigan-chartered banks by FDIC-insured
banks, savings banks or savings and loan associations located in other states,
(ii) the sale by a Michigan-chartered bank of one or more of its branches (not
comprising all or substantially all of its assets) to an FDIC-insured bank,
savings bank or savings and loan association located in a state in which a
Michigan-chartered bank could purchase one or more branches of the purchasing
entity, (iii) the acquisition by a Michigan-chartered bank of an FDIC-insured
bank, savings bank or savings and loan association located in another state,
(iv) the acquisition by a Michigan-chartered bank of one or more branches (not
comprising all or substantially all of the assets) of an FDIC-insured bank,
savings bank or savings and loan association located in another state, (v) the
consolidation of one or more Michigan-chartered banks and FDIC-insured banks,
savings banks or savings and loan associations located in other states having
laws permitting such consolidation, with the resulting organization chartered
either by Michigan or one of such other states, (vi) the establishment by
Michigan-chartered banks of branches located in other states, the District of
Columbia or U.S. territories or protectorates, (vii) the 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-chartered bank to establish a branch in such
jurisdiction, and (viii) the establishment by foreign banks of branches located
in Michigan. The amending legislation also expanded the regulatory authority
of the Commissioner and made certain other changes.
The Michigan Legislature has adopted, with effect from March 28, 1996, the
Credit Reform Act. This statute, together with amendments to other related
laws, permits regulated lenders, indirectly including Michigan-chartered banks,
to charge and collect higher rates of interest and increased fees on certain
types of loans to individuals and businesses. The laws prohibit "excessive
fees and charges", and authorize governmental authorities and borrowers to
bring actions for injunctive relief and statutory and actual damages for
violations by lenders. The statutes specifically authorize class actions, and
also civil money penalties for knowing and wilful, or persistent violations.
FDIC regulations, which became effective April 1, 1996, impose certain
limitations (and in certain cases, prohibitions) on (i) "golden parachute"
severance payments by troubled depository institutions, their subsidiaries and
affiliated holding companies to institution-affiliated parties (primarily
directors, officers, employees or principal shareholders of the institution),
and (ii) indemnification payments by a depository institution, their
subsidiaries and affiliated holding companies, regardless of financial
condition, to institution-affiliated parties. The FDIC regulations impose
limitations on indemnification payments which could restrict, in certain
circumstances, payments by the Company or the Bank to their respective
directors or officers otherwise permitted under the Michigan Business
Corporation Act ("MBCA") or the Michigan Banking Code, respectively. See
"Description of Capital Stock -- Indemnification of Directors and Officers."
DESCRIPTION OF CAPITAL STOCK
The Company's authorized capital stock consists of 4,500,000 shares of
Common Stock and 500,000 shares of Preferred Stock. As of the date of this
Prospectus, there is one share of Common Stock issued and outstanding. No
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shares of Preferred Stock have been issued by the Company nor does the Company
have any plans or intentions to issue any Preferred Stock.
Michigan law allows the Company's Board of Directors to issue additional
shares of stock up to the total amount of Common Stock and Preferred Stock
authorized without obtaining the prior approval of the shareholders.
PREFERRED STOCK
The Board of Directors of the Company is authorized to issue Preferred
Stock, in one or more series, from time to time, with such voting powers, full
or limited but not to exceed one vote per share, or without voting powers, and
with such designations, preferences and relative, participating, optional or
other special rights, and qualifications, limitations or restrictions thereof,
as may be provided in the resolution or resolutions adopted by the Board of
Directors. The authority of the Board of Directors includes, but is not
limited to, the determination or fixing of the following with respect to shares
of such class or any series thereof: (i) the number of shares and designation
of such series; (ii) the dividend rate, the relation which such dividends shall
bear to dividends paid on any other class of stock or any other series of
Preferred Stock, and whether dividends are to be cumulative; (iii) the amount
per share, if any, which holders shall be entitled to receive upon redemption
of shares or upon voluntary or involuntary liquidation, dissolution or winding
up of the Company; (iv) the conversion or exchange rights, if any, of shares of
such series; (v) whether shares are to be redeemable, and, if so, whether
redeemable for cash, property or rights; (vi) whether the shares shall be
subject to the operation of a purchase, retirement or sinking fund, and, if so,
upon what conditions; (vii) the voting powers, full or limited, if any, of the
shares; (viii) whether the issuance of any additional shares, or of any shares
of any other series, shall be subject to restrictions as to issuance, or as to
the powers, preferences or rights of any such other series; and (ix) any other
preferences, privileges and powers and relative, participating, optional or
other special rights and qualifications, limitations or restrictions.
COMMON STOCK
Dividend Rights. Subject to any prior rights of any holders of Preferred
Stock then outstanding, the holders of the Common Stock will be entitled to
dividends when, as and if declared by the Company's Board of Directors out of
funds legally available therefor. Under Michigan law, dividends may be legally
declared or paid only if after the distribution the corporation can pay its
debts as they come due in the usual course of business and the corporation's
total assets equal or exceed the sum of its liabilities plus the amount that
would be needed to satisfy the preferential rights upon dissolution of any
holders of preferred stock then outstanding whose preferential rights are
superior to those receiving the distribution. Funds for the payment of
dividends by the Company are expected to be obtained primarily from dividends
of the Bank. There can be no assurance that the Company will have funds
available for dividends, or that if funds are available, that dividends will be
declared by the Company's Board of Directors. As the Bank is not expected to
be profitable during its start up period, the Company does not expect to be in
a position to declare dividends at any time in the foreseeable future.
Voting Rights. Subject to the rights, if any, of holders of shares of
Preferred Stock then outstanding, all voting rights are vested in the holders
of shares of Common Stock. Each share of Common Stock entitles the holder
thereof to one vote on all matters, including the election of directors.
Shareholders of the Company do not have cumulative voting rights.
Preemptive Rights. Holders of Common Stock do not have preemptive rights.
Liquidation Rights. Subject to any rights of any Preferred Stock then
outstanding, holders of Common Stock are entitled to share on a pro rata basis
in the net assets of the Company which remain after satisfaction of all
liabilities.
Transfer Agent. Registrar and Transfer Company, Cranford, New Jersey,
will serve as the transfer agent of the Company's Common Stock.
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DESCRIPTION OF CERTAIN PROVISIONS OF THE COMPANY'S ARTICLES OF INCORPORATION
AND BYLAWS
The following provisions of the Company's Articles of Incorporation and
Bylaws may delay, defer, prevent or make it more difficult for a person to
acquire the Company or to change control of the Company's Board of Directors,
thereby reducing the Company's vulnerability to an unsolicited takeover
attempt.
Classification of the Board of Directors. The Company's Articles of
Incorporation provide for the Board of Directors to be divided into three
classes of directors, each class to be as nearly equal in number as possible,
and the Company's Bylaws provide that the number of directors shall be fixed by
majority of the Board at no fewer than five nor more than twelve. Pursuant to
the Articles of Incorporation, the Company's directors have been divided into
three classes. Two Class I directors have been elected for a term expiring at
the 1998 annual meeting of shareholders, two Class II directors have been
elected for a term expiring at the 1999 annual meeting of shareholders and two
Class III directors have been elected for a term expiring at the 2000 annual
meeting of shareholders (in each case, until their respective successors are
elected and qualified). Subsequent terms of each class of director will be
three years.
Removal of Directors. The MBCA provides that, unless the Articles of
Incorporation otherwise provide, shareholders may remove a director or the
entire board of directors with or without cause. The Company's Articles of
Incorporation provide that a director may be removed only for cause and only by
the affirmative vote of the holders of a majority of the voting power of all
the shares of the Company entitled to vote generally in the election of
directors.
Filling Vacancies on the Board of Directors. The Company's Articles of
Incorporation provide that a new director chosen to fill a vacancy on the Board
of Directors will serve for the remainder of the full term of the class in
which the vacancy occurred.
Nominations of Director Candidates. The Company's Bylaws include a
provision governing nominations of director candidates. Nominations for the
election of directors may be made by the Board of Directors, a nominating
committee appointed by the Board of Directors or any shareholder entitled to
vote for directors. In the case of a shareholder nomination, the Bylaws
provide certain procedures that must be followed. The shareholder intending to
nominate candidates for election must deliver written notice containing certain
specified information to the Secretary of the Company at least ninety (90) days
prior to the anniversary date of the immediately preceding annual meeting of
shareholders.
Certain Shareholder Action. The Company's Articles of Incorporation do
not permit shareholder action to be taken by written consent by less than 100%
of the total shares entitled to vote. In addition, the Company's Bylaws do not
permit shareholders of the Company to call a special meeting of shareholders or
require that the Board call such a special meeting. The MBCA permits
shareholders holding 10% or more of all of the shares entitled to vote at a
meeting to request the Circuit Court of the County in which the Company's
principal place of business or registered office is located to order a special
meeting of shareholders for good cause shown.
Increased Shareholder Vote for Alteration, Amendment or Repeal of Article
or Bylaw Provisions. The Company's Articles of Incorporation require the
affirmative vote of the holders of at least 75% of the voting stock of the
Company entitled to vote generally in the election of directors for the
alteration, amendment or repeal of, or the adoption of any provision
inconsistent with the foregoing provisions of the Company's Articles of
Incorporation or Bylaws.
CERTAIN ANTI-TAKEOVER PROVISIONS
Michigan Fair Price Act. Certain provisions of the MBCA establish a
statutory scheme similar to the supermajority and fair price provisions found
in many corporate charters (the "Fair Price Act"). The Fair Price Act provides
that a supermajority vote of 90% of the shareholders and no less than
two-thirds of the votes of noninterested shareholders must approve a "business
combination." The Fair Price Act defines a "business combination" to encompass
any merger, consolidation, share exchange, sale of assets, stock issue,
liquidation or reclassification of securities involving an "interested
shareholder" or certain "affiliates." An "interested shareholder" is generally
any person who owns 10
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percent or more of the outstanding voting shares of the corporation. An
"affiliate" is a person who directly or indirectly controls, is controlled by,
or is under common control with a specified person.
The supermajority vote required by the Fair Price Act does not apply to
business combinations that satisfy certain conditions. These conditions
include, among others: (i) the purchase price to be paid for the shares of the
corporation in the business combination must be at least equal to the highest
of either (a) the market value of the shares or (b) the highest per share price
paid by the interested shareholder within the preceding two-year period or in
the transaction in which the shareholder became an interested shareholder,
whichever is higher; and (ii) once becoming an interested shareholder, the
person may not become the beneficial owner of any additional shares of the
corporation except as part of the transaction which resulted in the interested
shareholder becoming an interested shareholder or by virtue of proportionate
stock splits or stock dividends. The requirements of the Fair Price Act do not
apply to business combinations with an interested shareholder that the board of
directors has approved or exempted from the requirements of the Fair Price Act
by resolution prior to the time that the interested shareholder first became an
interested shareholder.
Control Share Act. The MBCA regulates the acquisition of "control shares"
of large public Michigan corporations (the "Control Share Act"). Following
completion of the offering, the Control Share Act is expected to apply to the
Company and its shareholders. The Control Share Act establishes procedures
governing "control share acquisitions." A control share acquisition is defined
as an acquisition of shares by an acquiror which, when combined with other
shares held by that person or entity, would give the acquiror voting power,
alone or as part of a group, at or above any of the following thresholds: 20
percent, 33-1/3 percent or 50 percent. Under the Control Share Act, an
acquiror may not vote "control shares" unless the corporation's disinterested
shareholders (defined to exclude the acquiring person, officers of the target
corporation, and directors of the target corporation who are also employees of
the corporation) vote to confer voting rights on the control shares. The
Control Share Act does not affect the voting rights of shares owned by an
acquiring person prior to the control share acquisition. The Control Share Act
entitles corporations to redeem control shares from the acquiring person under
certain circumstances. In other cases, the Control Share Act confers
dissenters' right upon all of the corporation's shareholders except the
acquiring person.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Bylaws provide that the Company shall indemnify its present
and past directors, executive officers, and such other persons as the Board of
Directors may authorize, to the fullest extent permitted by law. The Bylaws
contain indemnification provisions concerning third party actions as well as
actions in the right of the Company. The Bylaws provide that the Company shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Company) by reason of the fact that he or she is or was a
director or officer of the Company, or while serving as such a director or
officer, is or was serving at the request of the Company as a director,
officer, partner, trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise, whether for
profit or not, against expenses (including attorney's fees), judgments,
penalties, fees and amounts paid in settlement actually and reasonably incurred
by him or her in connection with such action, suit or proceeding if he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Company or its shareholders, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful.
With respect to derivative actions, the Bylaws provide that the Company
shall indemnify any person who was or is a party to or is threatened to be made
a party to any threatened, pending or completed action or suit by or in the
right of the Company to procure a judgment in its favor by reason of the fact
that he or she is or was a director or officer of the Company, or, while
serving as such a director or officer, is or was serving at the request of the
Company as a director, officer, partner, trustee, employee or agent of another
foreign or domestic corporation, partnership, joint venture, trust or other
enterprise, whether for profit or not, against expenses (including attorney's
fees) and amounts paid in settlement actually and reasonably incurred by him or
her in connection with the action or suit if he or she acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the best
interests of the Company or its shareholders. No indemnification is provided
in the Bylaws in respect of any claim, issue or matter in which such
34
37
person has been found liable to the Company except to the extent that a court
of competent jurisdiction determines upon application that, despite the
adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.
LIMITATION OF DIRECTOR LIABILITY
The MBCA permits corporations to limit the personal liability of their
directors in certain circumstances. The Company's Articles of Incorporation
provide that a director of the Company shall not be personally liable to the
Company or its shareholders for monetary damages for breach of the director's
fiduciary duty. However, they do not eliminate or limit the liability of a
director for any breach of a duty, act or omission for which the elimination or
limitation of liability is not permitted by the MBCA, currently including,
without limitation, the following: (i) breach of the director's duty of
loyalty to the Company or its shareholders; (ii) acts or omissions not in good
faith or that involve intentional misconduct or a knowing violation of law;
(iii) illegal loans, distributions of dividends or assets, or stock purchases
as described in Section 551(1) of MBCA; and (iv) transactions from which the
director derived an improper personal benefit.
SHARES ELIGIBLE FOR FUTURE SALE
The Company presently has one share of Common Stock outstanding. That
share is held by a member of the Board of Directors and it will be redeemed at
its original cost after completion of the offering. Upon completion of the
offering, the Company expects to have 1,000,000 shares of its Common Stock
outstanding. The 1,000,000 shares of the Company's Common Stock sold in the
offering (plus any additional shares sold upon the Underwriter's exercise of
their over-allotment option) have been registered with the Securities and
Exchange Commission ("SEC") under the Securities Act of 1933 (the "Securities
Act") and may generally be resold without registration under the Securities Act
unless they were acquired by directors, executive officers or other affiliates
of the Company (collectively, "Affiliates"). Affiliates of the Company may
generally only sell shares of the Common Stock pursuant to Rule 144 under the
Securities Act.
In general, under Rule 144 as currently in effect, an affiliate (as
defined in Rule 144) of the Company may sell shares of Common Stock within any
three-month period in an amount limited to the greater of 1% of the outstanding
shares of the Company's Common Stock or the average weekly trading volume in
the Company's Common Stock during the four calendar weeks preceding such sale.
Sales under Rule 144 are also subject to certain manner-of-sale provisions,
holding periods for restricted shares, notice requirements and the availability
of current public information about the Company.
The Company and the directors and officers of the Company and the Bank
(who are expected to hold an aggregate of approximately 73,500 shares after the
offering), have agreed, or will agree, that (i) they will not issue, offer for
sale, sell, transfer, grant options to purchase or otherwise dispose of any
shares of Common Stock without the prior written consent of the Underwriter for
a period of 180 days from the date of this Prospectus, except that (a) the
Company may issue shares upon the exercise of options under the Company's 1996
Employee Stock Option Plan or the Nonemployee Directors Plan, and (b) the
directors and officers may give Common Stock owned by them to others who have
agreed in writing to be bound by the same agreement, and (ii) they will not
sell, transfer, assign, pledge or hypothecate any shares of Common Stock for a
period of three months from the date of the Prospectus acquired in connection
with directions from the Company for issuer directed securities.
Prior to the offering, there has been no public trading market for the
Common Stock, and no predictions can be made as to the effect, if any, that
sales of shares or the availability of shares for sale will have on the
prevailing market price of the Common Stock after completion of the offering.
Nevertheless, sales of substantial amounts of Common Stock in the public market
could have an adverse effect on prevailing market prices.
35
38
UNDERWRITING
The Underwriter has agreed, subject to the terms and conditions of the
Underwriting Agreement, to purchase from the Company 1,000,000 shares of the
Company's Common Stock. The Underwriting Agreement provides that the
obligations of the Underwriter thereunder are subject to certain conditions and
provides for the Company's payment of certain expenses incurred in connection
with the review of the underwriting arrangements for the offering by the
National Association of Securities Dealers, Inc. (the "NASD"). The Underwriter
is obligated to purchase all 1,000,000 of the shares of Common Stock offered
hereby, excluding shares covered by the over-allotment option granted to the
Underwriter, if any are purchased.
If the Underwriting Agreement is terminated, except in certain limited
cases, the Underwriting Agreement provides that the Company will reimburse the
Underwriter for all accountable out-of-pocket expenses, including Underwriter's
counsel's fees and any Blue Sky costs, incurred by it in connection with the
proposed purchase and sale of the Common Stock, up to $50,000. If the
Underwriter purchases 1,000,000 shares, then the Company will reimburse the
Underwriter for all accountable out-of-pocket expenses, including Underwriter's
counsel's fees and any Blue Sky costs, incurred by it in connection with the
proposed purchase and sale of the Common Stock, up to $25,000. If the
Underwriter exercises the full amount of the over-allotment option, then the
Company will not reimburse the Underwriter for any out-of-pocket expenses. The
Company must pay certain fees and expenses if, within one year after the
execution of the Underwriting Agreement, (i) the Company terminates the
Underwriting Agreement for reasons other than the Underwriter's refusal to or
inability to complete the Offering, and (ii) the Company raises capital either
publicly or privately. The Company has advanced $15,000 to the Underwriter in
connection with the Company's expense reimbursement obligation.
The Company and the Underwriter have agreed that the Underwriter will
purchase the 1,000,000 shares of Common Stock offered hereunder at a price to
the public of $10.00 per share less underwriting discounts and commissions of
$____ per share. However, no underwriting discounts or commissions will be
incurred by the Company with respect to the first 300,000 shares sold to
members of the Board of Directors of the Company, their immediate families or
certain other designated individuals. The Underwriter proposes to offer the
Common Stock to selected dealers who are members of the NASD, at a price of $10
per share less a concession not in excess of $_______ per share. The
Underwriter may allow, and such dealers may re-allow, concessions not in excess
of $______ per share to certain other brokers and dealers.
The Underwriter has informed the Company that the Underwriter does not
intend to make sales to any accounts over which it exercises discretionary
authority.
The Company has granted the Underwriter an option, exercisable within 30
days after the date of this offering, to purchase up to an additional 150,000
shares of Common Stock from the Company to cover over-allotments, if any, at
the same price per share as is to be paid by the Underwriter for the other
shares offered hereby. The Underwriter may purchase such shares only to cover
over-allotments, if any, in connection with the offering.
The Underwriting Agreement contains indemnity provisions between the
Underwriter and the Company and the controlling persons thereof against certain
liabilities, including liabilities arising under the Securities Act. The
Company is generally obligated to indemnify the Underwriter and its controlling
persons in connection with losses or claims arising out of any untrue statement
of a material fact contained in this Prospectus or in related documents filed
with the Commission or with any state securities administrator, or any omission
of certain material facts from such documents.
There has been no public trading market for the Common Stock. The price
at which the shares are being offered to the public was determined by
negotiations between the Company and the Underwriter. This price is not based
upon earnings or any history of operations and should not be construed as
indicative of the present or anticipated future value of the Common Stock.
Several factors were considered in determining the initial offering price of
the Common Stock, among them the size of the offering, the desire that the
security being offered be attractive to individuals and the Underwriter's
experience in dealing with initial public offerings for financial institutions.
36
39
LEGAL PROCEEDINGS
Neither the Bank nor the Company is a party to any pending legal
proceedings or aware of any threatened legal proceedings where the Company or
the Bank may be exposed to any material loss.
LEGAL MATTERS
The legality of the Common Stock offered hereby will be passed upon for
the Company by Dykema Gossett PLLC, Detroit, Michigan. Warner Norcross & Judd
LLP, Grand Rapids, Michigan, is acting as counsel for the Underwriter in
connection with certain legal matters relating to the shares of Common Stock
offered hereby.
EXPERTS
The financial statements of the Company included in this Prospectus have
been audited by Plante & Moran, LLP, independent public accountants, as
indicated in their report with respect thereto. Such financial statements and
their report have been included herein in reliance upon the authority of said
firm as experts in accounting and auditing.
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission ("SEC")
a Form SB-2 Registration Statement under the Securities Act with respect to the
Common Stock offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain portions of which
have been omitted as permitted by the Rules and Regulations of the SEC. For
further information pertaining to the shares of Common Stock offered hereby and
to the Company, reference is made to the Registration Statement, including the
Exhibits filed as a part thereof, copies of which can be inspected at and
copied at the Public Reference Section of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the SEC's regional offices located at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661, and Room 1400, 75 Park Place, New York New York 10007. Copies
of such materials can also be obtained at prescribed rates by writing to the
Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549. In addition, the SEC maintains a World Wide Web site that contains
reports, proxy and information statements that are filed electronically with
the SEC. The address of the site is http://www.sec.gov.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions discussed above under "Description of
Capital Stock -- Indemnification of Directors and Officers," or otherwise, the
Company has been advised that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
37
40
MICHIGAN HERITAGE BANCORP, INC.
FINANCIAL STATEMENTS
(A COMPANY IN THE DEVELOPMENT STAGE)
INDEX
PAGE NO.
INDEPENDENT AUDITORS' REPORT............................................F-2
FINANCIAL STATEMENTS
Balance Sheet........................................................F-3
Statement of Shareholder's Equity....................................F-4
Statement of Income..................................................F-5
Statement of Cash Flows..............................................F-6
Notes to Financial Statements........................................F-7
F-1
41
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Michigan Heritage Bancorp, Inc.
We have audited the accompanying balance sheet of Michigan Heritage Bancorp,
Inc. (a company in the development stage) as of October 31, 1996, and the
related statements of shareholder's equity, income and cash flows for the ten
months ended October 31, 1996 and since inception. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform our audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Michigan Heritage Bancorp,
Inc. (a company in the development stage) as of October 31, 1997, and the
results of its operations and cash flows for the ten months ended October 31,
1996 and since inception in conformity with generally accepted accounting
principles.
/S/ Plante & Moran, LLP
November 21, 1996
Bloomfield Hills, Michigan
F-2
42
MICHIGAN HERITAGE BANCORP, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)
BALANCE SHEET
October 31, 1996
ASSETS
Cash $ 7,983
Office equipment 8,619
Organization and preopening costs 95,652
Deferred offering costs 15,000
---------
Total assets $ 127,254
=========
LIABILITIES AND SHAREHOLDER'S EQUITY
Accounts payable $ 22,244
Related party notes payable (Note 2) 105,000
SHAREHOLDER'S EQUITY
Preferred stock - no par value; 500,000 shares
authorized, none issued ----
Common stock - no par value; 4,500,000 shares authorized,
one share issued and outstanding 10
---------
Total stockholder's equity 10
---------
Total liabilities and stockholder's equity $ 127,254
=========
See Notes to Financial Statements.
F-3
43
MICHIGAN HERITAGE BANCORP, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF SHAREHOLDER'S EQUITY
TEN MONTHS ENDED OCTOBER 31, 1996
PREFERRED COMMON
STOCK STOCK TOTAL
--------- ------- -------
Balance at January 1, 1996 (and since inception) $ --- $ --- $ ---
Issuance of common stock --- 10 10
----- ----- ------
Balance at October 31, 1996 $ --- $ 10 $ 10
===== ===== ======
See Notes to Financial Statements.
F-4
44
MICHIGAN HERITAGE BANCORP, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF INCOME
TEN MONTHS ENDED OCTOBER 31, 1996
Ten Months
Ended Since
October 31, 1996 Inception
----------------- -------------
Total revenue $ --- $ ---
Total expense --- ---
----------------- -------------
Net Income $ --- $ ---
================= =============
See Notes to Financial Statements.
F-5
45
MICHIGAN HERITAGE BANCORP, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)
STATEMENT OF CASH FLOWS
TEN MONTHS ENDED OCTOBER 31, 1996
Ten Months
Ended Since
October 31, 1996 Inception
---------------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES -
Development stage operations
Net income $ ---- $ ----
Adjustments to reconcile net income from development
operations to net cash from operating activities -
Increase in accounts payable 22,244 22,244
-------- ---------
Net cash provided by operating activities 22,244 22,244
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of office equipment (8,619) (8,619)
Organizational and preopening costs (95,652) (95,652)
-------- ---------
Net cash used in investing activities (104,271) (104,271)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party notes payable 105,000 105,000
Deferred offering costs (15,000) (15,000)
Sale of common stock 10 10
-------- ---------
Net cash provided by financing activities 90,010 90,010
-------- ---------
NET INCREASE IN CASH 7,983 7,983
CASH - Beginning of period --- ---
-------- ---------
CASH - End of period $ 7,983 $ 7,983
-------- ---------
See Notes to Financial Statements.
F-6
46
MICHIGAN HERITAGE BANCORP, INC.
(A COMPANY IN THE DEVELOPMENT STAGE)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 1996
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Michigan Heritage Bancorp, Inc. (the "Company")
was incorporated in 1989, but remained dormant until recently. The
Company became active to operate a new bank, Michigan Heritage Bank
(the "Bank") in Novi, Michigan. The Company intends to raise a
minimum of $9,310,000 in equity capital through the sale of 1,000,000
shares of the Company's common stock at $10 per share, net of
underwriting discounts and offering costs. Proceeds from the offering
will be used to capitalize the Bank, lease facilities and provide
working capital.
Basis of presentation - The preparation of financial statements
in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.
Organization and Preopening Costs - Organization and preopening
costs represent incorporation costs, salaries, legal and accounting
costs and other costs relating to the organization. Management
anticipates that organization and preopening costs will approximate
$200,000 through commencement of operations.
NOTE 2 - NOTES PAYABLE RELATED PARTIES
Noninterest-bearing demand notes payable in the amount of
$105,000 are outstanding to the Company's organizers. Management
intends to repay the loans from the proceeds of the common stock
offering.
NOTE 3 - RELATED PARTY LEASE COMMITMENT
In September 1996, the Company entered into a lease commitment
for an office through June 30, 2002. In connection with the lease,
the Company obtained a standby letter of credit in the amount of
$35,000 for the benefit of the landlord. The Company has the right,
if regulatory approvals necessary to operate the Bank are not obtained
by September 1, 1997, to pay $35,000 and terminate the lease.
F-7
47
NOTE 3 - OPERATING LEASE (Continued)
The future minimum lease payments are as follows:
1996 $ 7,500
1997 45,000
1998 45,000
1999 45,000
2000 45,000
2001 45,000
Thereafter 22,500
--------
Total $255,000
========
NOTE 4 - COMMITMENT
In November 1996, the Company entered into a commitment to
remodel the facility. The commitment is for $87,000 and is payable
upon the completion of the project.
NOTE 5 - STOCK OPTION PLANS
The Company has adopted a stock option plan for its employees and
also has one for its nonemployee directors. The total number of
shares which may be issued under both plans will not exceed one
hundred thousand shares. The shares will be authorized but unissued
shares.
F-8
48
- -------------------------------------------------------
- -------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS, AND IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT
TO THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OFFERED HEREBY BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
------------------------
TABLE OF CONTENTS
PAGE
----
Available Information.................. 2
Prospectus Summary..................... 3
Risk Factors........................... 5
Use of Proceeds........................ 9
Dividend Policy........................ 9
Capitalization......................... 10
Business............................... 10
Management............................. 16
Related Party Transactions............. 22
Principal Shareholders................. 24
Supervision and Regulation............. 25
Description of Capital Stock........... 32
Shares Eligible for Future Sale........ 35
Underwriting........................... 36
Legal Proceedings...................... 37
Legal Matters.......................... 37
Experts................................ 37
Additional Information................. 37
Index to Financial Statements.......... F-1
------------------------
UNTIL , 1997 (90 DAYS AFTER THE EFFECTIVE DATE OF THE OFFERING),
ALL DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER
A PROSPECTUS WHEN ACTING AS UNDERWRITER AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.
- -------------------------------------------------------
- -------------------------------------------------------
- -------------------------------------------------------
- -------------------------------------------------------
1,000,000 SHARES
[MICHIGAN HERITAGE BANCORP, INC. LOGO]
COMMON STOCK
--------------------------
PROSPECTUS
--------------------------
(LOGO)
, 1997
- -------------------------------------------------------
- -------------------------------------------------------
49
PART II -- INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The registrant's Bylaws provide that the registrant shall indemnify its
present and past directors, executive officers, and such other persons as the
Board of Directors may authorize, to the full extent permitted by law.
The registrant's Bylaws contain indemnification provisions concerning
third party actions as well as actions in the right of the registrant. The
Bylaws provide that the registrant shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the registrant) by
reason of the fact that he or she is or was a director or officer of the
registrant or is, or while serving as such a director or officer was, serving
at the request of the registrant as a director, officer, partner, trustee,
employee or agent of another foreign or domestic corporation, partnership,
joint venture, trust or other enterprise, whether for profit or not, against
expenses (including attorney's fees), judgments, penalties, fees and amounts
paid in settlement actually and reasonably incurred by him or her in connection
with such action, suit or proceeding if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the registrant or its shareholders, and with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.
With respect to derivative actions, the Bylaws provide that the registrant
shall indemnify any person who was or is a party to or is threatened to be made
a party to any threatened, pending or completed action or suit by or in the
right of the registrant to procure a judgment in its favor by reason of the
fact that he or she is or was a director or officer of the registrant, or is or
was serving at the request of the registrant as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorney's fees) actually and reasonably incurred by him or her in
connection with the defense or settlement of such judgment or suit if he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the registrant or its shareholders and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person has been found liable to the registrant unless
and only to the extent that the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability
but in view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which such court shall deem
proper.
The registrant's Articles of Incorporation provide that a director of the
registrant shall not be personally liable to the registrant or its shareholders
for monetary damages for breach of the director's fiduciary duty. However, it
does not eliminate or limit the liability of a director for any breach of a
duty, act or omission for which the elimination or limitation of liability is
not permitted by the Michigan Business Corporation Act (the "MBCA"), currently
including, without limitation, the following: (1) breach of the director's
duty of loyalty to the registrant or its shareholders; (2) acts or omissions
not in good faith or that involve intentional misconduct or a knowing violation
of law; (3) illegal loans, distributions of dividends or assets, or stock
purchases as described in Section 551(1) of MBCA; and (4) transactions from
which the director derived an improper personal benefit.
II-1
50
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses in connection with the
sale and distribution of the Common Stock being registered, other than
underwriting discounts and commissions. All amounts shown are estimates,
except the SEC registration fee and the NASD filing fee, and assume sale of
1,000,000 shares in the offering.
SEC registration fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,485
NASD filing fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,650
Printing and mailing expenses . . . . . . . . . . . . . . . . . . . . . . . . 15,000
Fees and expenses of counsel . . . . . . . . . . . . . . . . . . . . . . . . . 80,000
Accounting and related expenses . . . . . . . . . . . . . . . . . . . . . . . 30,000
Blue Sky fees and expenses (including counsel fees) . . . . . . . . . . . . . 20,000
Registrar and Transfer Agent fees . . . . . . . . . . . . . . . . . . . . . . 3,500
Underwriter's Expenses* . . . . . . . . . . . . . . . . . . . . . . . . . . 25,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,365
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $200,000
========
* If the Underwriter exercises its over-allotment option, then the
Underwriter's Expenses will be $0.
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
The registrant has borrowed approximately $200,000 from its organizers
during the past nine months to pay organizational and related expenses. To the
extent that such transactions would be deemed to involve the offer or sale of a
security, the registrant would claim an exemption under Section 4(2) of the
Securities Act of 1933 for such transactions. In addition, the registrant,
sold one share of its Common Stock to Richard Zamojski, its Chairman and Chief
Executive Officer, for $10. The registrant also claims an exemption for such
sale pursuant to Section 4(2).
ITEM 27.EXHIBITS.
Exhibit No. Description
- --------------- ---------------
1 *Form of Underwriting Agreement
3.1 *Restated Articles of Incorporation of Michigan Heritage Bancorp, Inc.
3.2 *Bylaws of Michigan Heritage Bancorp, Inc.
4.1 **Specimen common stock certificate
5 *Opinion of Dykema Gossett PLLC
10.1 *Form of 1996 Employee Stock Option Plan
10.2 *Form of 1996 Stock Option Plan for Nonemployee Directors
21 *Subsidiaries of Michigan Heritage Bancorp, Inc.
23.1 *Consent of Dykema Gossett PLLC (included in opinion filed as Exhibit 5)
23.2 *Consent of Plante & Moran, LLP
24 *Power of Attorney (included on page II-4)
27 *Financial Data Schedule (EDGAR filing only)
__________________
* Filed herewith.
** To be filed by amendment.
II-2
51
ITEM 28. UNDERTAKINGS.
The undersigned registrant hereby undertakes as follows:
(1) The registrant will provide to the underwriter at the closing
specified in the underwriting agreement certificates in such denominations and
registered in such names as required by the underwriter to permit prompt
delivery to each purchaser.
(2) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
(3) The registrant will:
(i) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant under Rule 424(b)(1), or (4) or 497(h)
under the Securities Act as part of this registration statement as of the
time the SEC declared it effective; and
(ii) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration
statement, and that offering of the securities at that time as the initial
bona fide offering of those securities.
[Remainder of Page Intentionally Left Blank]
II-3
52
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Novi,
State of Michigan, on December 5, 1996.
MICHIGAN HERITAGE BANCORP, INC.
By: /s/ Anthony S. Albanese
-----------------------
Anthony S. Albanese, President
POWER OF ATTORNEY
Each of the undersigned whose signature appears below hereby constitutes
and appoints Richard Zamojski and Anthony S. Albanese, and each of them acting
alone, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, under the Securities Act of 1933.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities
indicated on December 5, 1996.
Signatures Title
/s/ Richard Zamojski Chairman of the Board, Chief Executive Officer and Director (principal executive officer)
- --------------------
Richard Zamojski
/s/ Anthony S. Albanese President, Chief Operating Officer and Director
- -----------------------
Anthony S. Albanese
/s/ Darryle J. Parker Secretary, Treasurer and Chief Financial Officer (principal financial and accounting
- ---------------------- officer)
Darryle J. Parker
/s/ H. Perry Driggs, Jr. Director
- ----------------------
H. Perry Driggs, Jr.
/s/ Lewis M. George Director
- ----------------------
Lewis N. George
II-4
53
/s/ Phillip R. Harrison Director
- -----------------------
Phillip R. Harrison
/s/ Philip Sotiroff Director
- -----------------------
Philip Sotiroff
II-5
54
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- ------- ------------------------------------------------------------------------------------------
1 *Form of Underwriting Agreement
3.1 *Restated Articles of Incorporation of Michigan Heritage Bancorp, Inc.
3.2 *Bylaws of Michigan Heritage Bancorp, Inc.
4.1 **Specimen common stock certificate
5 *Opinion of Dykema Gossett PLLC
10.1 *Form of 1996 Employee Stock Option Plan
10.2 *Form of 1996 Stock Option Plan for Nonemployee Directors
21 *Subsidiaries of Michigan Heritage Bancorp, Inc.
23.1 *Consent of Dykema Gossett PLLC (included in opinion filed as Exhibit 5)
23.2 *Consent of Plante & Moran, LLP
24 *Power of Attorney (included on page II-4)
27 *Financial Data Schedule (EDGAR filing only)
- -------------------------
* Filed herewith.
** To be filed by amendment.