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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO
__________
Commission File Number 0-8185
CHEMICAL FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Michigan 38-2022454
(State of Incorporation) (I.R.S. Employer Identification No.)
333 E. Main Street
Midland, Michigan 48640
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (517) 839-5350
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, $10 Par Value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes __X__ No ____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K ( )
State the aggregate market value of the voting stock held by non-affiliates
of the registrant. The aggregate market value shall be computed by
reference to the price at which the stock was sold, or the average bid and
asked prices of such stock, as of a specified date within 60 days prior to
the filing.
Aggregate Market Value as of February 16, 1996: $297,451,665
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Common Stock, $10 par value, outstanding at February 16, 1996: 9,212,005
shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to Shareholders for the year
ended December 31, 1995, are incorporated by reference in Parts I and II
(Items 1 and 5-8).
Portions of the registrant's definitive Proxy Statement for its April 15,
1996, annual shareholders' meeting are incorporated by reference in Part
III (Items 10-13).
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PART I
ITEM 1. BUSINESS.
Chemical Financial Corporation ("Chemical") is a bank holding company.
Chemical was organized under Michigan law in August 1973, headquartered in
Midland, Michigan. Chemical was substantially inactive until June 30,
1974, when it acquired its lead subsidiary bank, Chemical Bank and Trust
Company ("CB&T"), pursuant to a reorganization in which the former
shareholders of CB&T became shareholders of Chemical. As of December 31,
1995, Chemical owned all of the outstanding stock of ten commercial banks
and a data processing company, all located in Michigan. The main offices
of Chemical's ten banking subsidiaries are in Midland, Bay City, Big
Rapids, Cadillac, Clare, Grayling, Marshall, Owosso, Standish and Stanton.
Chemical's business is concentrated in a single industry segment -
commercial banking. Chemical's subsidiaries offer a full range of
commercial banking and fiduciary services. These include accepting
deposits, residential and commercial real estate financing, commercial
lending, consumer financing, debit cards, safe deposit services, automated
teller machines, money transfer services, corporate and personal trust
services and other banking services.
The principal markets for these financial services are the communities
within Michigan in which Chemical's subsidiaries are located and the areas
immediately surrounding these communities. As of December 31, 1995,
Chemical and its subsidiaries served these markets through 85 banking
offices in 54 communities, located in 24 counties, generally across the
mid-section of Michigan. In addition to the full service banking offices,
the subsidiary banks operated 76 automatic teller machines, both on and off
bank premises as of December 31, 1995.
CB&T, which has its headquarters in Midland, is Chemical's lead subsidiary
bank and accounted for 33% of total deposits and 29% of total loans of
Chemical and its subsidiaries on a consolidated basis as of December 31,
1995. Chemical's banking subsidiaries' primary loan product, historically,
has been residential real estate mortgages. As of December 31, 1995, such
loans totaled $345 million, or 46.7% of consolidated total loans. During
the last three years, it has been Chemical's subsidiaries' practice to
generally hold residential real estate mortgages with a fifteen year or
less original term in their own loan portfolios. Chemical deviated from
this practice during 1993 and sold some of the residential real estate
mortgage loans, originated in 1993, with an original term of fifteen years
or less in the secondary mortgage market. Chemical originated $15.6
million of residential mortgage loans during 1995 which were sold in the
secondary mortgage market, compared to $13 million and $55 million in
residential mortgage loans originated and sold during 1994 and 1993,
respectively.
-2-
The principal sources of revenues for Chemical are interest and fees on
loans, which accounted for 53% of total revenues in 1995, 56% in 1994, and
55% in 1993. Interest on investment securities is also a significant
source of revenue, accounting for 32% of total revenues in 1995, 31% in
1994, and 33% in 1993. Chemical has no foreign loans, assets or
activities. No material part of the business of Chemical or its
subsidiaries is dependent upon a single customer or very few customers, the
loss of which would have a materially adverse effect on Chemical.
The business of banking is highly competitive. In addition to competition
from other commercial banks, banks face significant competition from
nonbank financial institutions. Savings associations and credit unions
compete aggressively with commercial banks for deposits and loans, and
credit unions and finance companies are particularly significant factors in
the consumer loan market. Insurance companies and investment firms are
significant competitors for customer deposits. Banks compete for deposits
with a broad range of other types of investments, the most significant of
which, over the past few years, has been mutual funds. The principal
methods of competition for financial services are price (interest rates
paid on deposits, interest rates charged on borrowings and fees charged for
services) and service (convenience and quality of services rendered to
customers). Chemical's banking subsidiaries are the leading financial
institutions in many of the market areas Chemical serves, but there are a
few notable exceptions to this position such as in Bay City, Cadillac,
Flint, Lansing and Owosso where Chemical's subsidiaries compete with larger
financial institutions.
Banks and bank holding companies are extensively regulated. Chemical's
subsidiary banks are all chartered by the State of Michigan and supervised
and regulated by the Financial Institutions Bureau of the State of
Michigan. Three of Chemical's banks are members of the Federal Reserve
System and are also supervised, examined and regulated by the Federal
Reserve System. The other seven state non-member banks are also regulated
by the Federal Deposit Insurance Corporation ("FDIC"). Deposits of all of
Chemical's bank subsidiaries are insured by the FDIC to the extent provided
by law.
State banks and bank holding companies are governed by both federal and
state laws which significantly limit their business activities in a number
of respects. Examples of such limitations include: (1) prior approval of
the Board of Governors of the Federal Reserve System ("Federal Reserve
Board"), and in some cases various other governing agencies, is required
for bank holding companies to acquire control of any additional banks or
branches, (2) the business activities of bank holding companies and their
subsidiaries are limited to banking and to other activities which are
determined by the Federal Reserve Board to be closely related to banking,
and (3) transactions between bank holding company subsidiary banks are
significantly restricted by banking laws and regulations.
-3-
Chemical is a legal entity separate and distinct from its subsidiary banks
and data processing subsidiary. Chemical's primary source of revenues
results from dividends paid to it by its subsidiaries. Federal and state
banking laws and regulations limit both the extent to which Chemical's
subsidiary banks can lend or otherwise supply funds to Chemical or certain
of its affiliates and also place certain restrictions on the amount of
dividends a subsidiary bank of Chemical may pay to Chemical.
Banks are subject to a number of federal and state laws and regulations
which have a material impact on their business. These include, among
others, minimum capital requirements, state usury laws, state laws relating
to fiduciaries, the Truth In Lending Act, the Truth in Savings Act, the
Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Expedited
Funds Availability Act, the Community Reinvestment Act, electronic funds
transfer laws, redlining laws, antitrust laws, environmental laws and
privacy laws. These policies can have a significant effect on the
operating results of banks.
Under Federal law, the FDIC has the authority to impose special assessments
on insured depository institutions to repay FDIC borrowings from the United
States Treasury or other sources, and to establish semiannual assessment
rates on Bank Insurance Fund ("BIF") member banks, so as to maintain the
BIF at the designated reserve ratio defined by law. On January 1, 1994,
the FDIC implemented a system of risk-based premiums for deposit insurance,
pursuant to which the premiums paid by a depository institution are based
on the probability that the BIF will incur a loss in respect of such
institution. The assessment rates under the new system originally ranged
from 23.0 cents to 31.0 cents per $100 of deposits, depending upon the
assessment category into which the insured depository institution was
placed. During the third quarter of 1995, the FDIC adopted a new premium
rate schedule for BIF member banks. The new rate schedule, which continues
to determine assessments based on a bank's risk-based capital levels,
reduced the minimum assessment rate to 4.0 cents per $100 of insured
deposits, effective June 1, 1995. Each of the Corporation's subsidiary
banks' annual deposit insurance premium decreased from 23.0 cents to 4.0
cents per $100 of insured deposits, as of June 1, 1995.
In the fourth quarter of 1995, the FDIC voted to lower deposit insurance
premiums to the legal annual minimum of $2,000 for well-capitalized banks
for the first six months of 1996. Consolidated FDIC insurance expense in
1996 is expected to be significantly lower than in 1995, since all of the
Corporation's subsidiary banks qualify for the premium reduction.
Federal law also contains a "cross-guarantee" provision that could result
in insured depository institutions owned by Chemical being assessed for
losses incurred by the FDIC in connection with assistance provided to, or
the failure of, any other insured depository institution owned by Chemical.
Under Federal Reserve Board policy, Chemical is expected to act as a source
of financial strength to each subsidiary bank and to commit resources to
support each subsidiary bank.
-4-
Banks are subject to the provisions of the Community Reinvestment Act of
1977 ("CRA"). Under the terms of the CRA, the appropriate federal bank
regulatory agency is required, in connection with its examination of a
bank, to assess such bank's record in meeting the credit needs of the
community served by that bank, including low- and moderate-income
neighborhoods. The regulatory agency's assessment of the bank's record is
made available to the public. Further, such assessment is required of any
bank which has applied to: (1) obtain deposit insurance coverage for a
newly chartered institution, (2) establish a new branch office that will
accept deposits, (3) relocate an office, or (4) merge or consolidate with,
or acquire the assets or assume the liabilities of, a federally regulated
financial institution. In the case of a bank holding company applying for
approval to acquire a bank or other bank holding company, the Federal
Reserve Board will assess the CRA compliance record of each subsidiary bank
of the applicant bank holding company, and such compliance records may be
the basis for denying the application.
As of September 29, 1995, the Riegle-Neal Interstate Banking and Branching
Efficiency Act of l994 ("IBBEA"), provides that a bank holding company may
make certain interstate acquisitions even if state law would otherwise
prohibit it. Starting June 1, 1997, IBBEA permits a bank in one state to
acquire an out-of-state bank unless one of the states has enacted
legislation prohibiting interstate bank acquisitions. An interstate
acquisition may occur earlier if the states of the buying and selling banks
both have enacted laws permitting interstate acquisitions by all out-of-state
banks. IBBEA also permits a bank to establish a de novo branch in
another state if the state has a law expressly permitting all out-of-state
banks to establish de novo branches in that state. In November 1995,
Michigan enacted legislation permitting a Michigan bank to sell one or more
of its branches to an out-of-state bank if that bank's state law permits a
Michigan bank to purchase branches of banks located in that state. The
Michigan legislation also permits a Michigan bank to purchase one or more
branches of an out-of-state bank, but the Michigan bank must receive the
approval of the Financial Institutions Bureau of the State of Michigan
before operating the purchased branch or branches. Chemical has no current
intention to acquire any subsidiary banks or branch banking offices out of
the state of Michigan.
On October 21, 1993, Chemical acquired Key State Bank ("Key") headquartered
in Owosso, Michigan. The acquisition was accounted for by the pooling of
interests method of accounting for a business combination. As of the
acquisition date, Key had approximately $161 million in total assets, $109
million in total loans and $13 million in total equity. Key is being
operated as Chemical Bank Key State, a separate subsidiary of Chemical.
The acquisition gave Chemical eight new branches, of which four are located
in Owosso, two in Flint township and two in Lansing township.
In September 1995, Chemical entered into an agreement with State Savings
Bancorp, Inc. in Caro, Michigan ("SSBI") for the merger of SSBI with
-5-
Chemical. SSBI is a bank holding company, with its headquarters in Caro,
Michigan. As of December 31, 1995, SSBI, on a consolidated basis, had
total assets of approximately $62 million, total net loans of approximately
$21.6 million and shareholders' equity of approximately $9.3 million. SSBI
is the parent company of State Savings Bank of Caro ("State Savings").
State Savings conducts its business from its main office and auto bank
branch in Caro and a branch office in Fairgrove, Michigan. SSBI and its
subsidiary are engaged in the commercial banking business. The transaction
will be accomplished by an exchange of shares of Chemical common stock for
all of the outstanding shares of SSBI, in a pooling of interests
combination. The merger transaction is expected to be completed during the
first half of 1996.
The nature of the business of Chemical's subsidiaries is such that they
hold title to numerous parcels of real property. These properties are
primarily owned for branch offices; however, Chemical and its subsidiaries
may hold properties for other business purposes, as well as on a temporary
basis for properties taken in or in lieu of foreclosure to satisfy loans in
default. Under current state and federal laws, present and past owners of
real property may be exposed to liability for the cost of clean up of
contamination on or originating from those properties, even if they are
wholly innocent of the actions that caused the contamination. These
liabilities can be material and can exceed the value of the contaminated
property.
At December 31, 1995, Chemical was the eighth largest bank holding company
in Michigan, measured by total assets, and together with its subsidiaries
employed a total of 955 full-time equivalent employees.
The information under the following captions in the registrant's Annual
Report to Shareholders for the year ended December 31, 1995, further
describes the business of Chemical and is here incorporated by reference:
CAPTION PAGES
Table 2. Average Balances, Tax Equivalent Interest and
Effective Yields and Rates 29
Table 3. Volume and Rate Variance Analysis 30
Note C - Investment Securities 18-19
Table 9. Maturities and Yields of Investment Securities
at December 31, 1995 38
Table 4. Summary of Loans and Loan Loss Experience 30
Table 5. Comparison of Loan Maturities and Interest Sensitivity 32
Table 6. Summary of Nonperforming Loans 33
-6-
Table 7. Allocation of the Allowance For Possible Loan Losses 34
Management's Discussion and Analysis of Financial Position and
Results of Operations, subheadings "Net Interest Income",
"Loans", "Nonperforming Loans" and "Provision For Possible
Loan Losses" 28-34
Table 8. Maturity Distribution of Time Deposits of $100,000
or More 37
Financial Highlights 3
ITEM 2. PROPERTIES.
The executive offices of Chemical, the main office of CB&T and Chemical's
data processing subsidiary are located in a three story, approximately
74,000 square foot, office building in downtown Midland, which is 100%
owned by CB&T.
Chemical's subsidiary banks conduct business from a total of 85 banking
offices. These offices are located in or in the vicinity of the cities in
which the banks have their main offices. Of the banking offices, 83 are
owned by the subsidiary banks and 2 are leased from independent parties
with remaining lease terms of two years and fourteen years. This leased
property is considered insignificant.
ITEM 3. LEGAL PROCEEDINGS.
Chemical's subsidiaries are parties, as plaintiff or defendant, to a number
of legal proceedings, none of which is considered material, and all of
which arose in the ordinary course of their operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
SUPPLEMENTAL ITEM. EXECUTIVE OFFICERS OF THE REGISTRANT.
Biographical information concerning Chemical's executive officers who are
not directors or nominated for election to the Board of Directors is
presented below. Executive officer appointments are made or reaffirmed
annually at the organization meeting of the Board of Directors. At its
regular meetings, the Board may also make other executive officer
appointments.
Aloysius J. Oliver, age 55, was elected Executive Vice President and
Secretary on January 2, 1985. Mr. Oliver joined Chemical from CB&T, where
he served in various management capacities from the time of his employment
-7-
in 1957 to 1984, most recently serving CB&T as Senior Vice President and
Cashier and Secretary to its Board of Directors. During the most recent
five years, Mr. Oliver served as a director and member of various
committees of Chemical Bank Michigan and currently serves as a director and
a member of various committees of Chemical Bank Key State and as President
and a director of CFC Data Corp, all wholly-owned subsidiaries of Chemical.
Bruce M. Groom, age 54, joined CB&T as Senior Vice President and Trust
Officer on April 29, 1985 and was named Senior Trust Officer on May 16,
1986. Mr. Groom is a member of various committees of CB&T and has served
as a director and a member of the audit committee of Chemical Bank Central,
a wholly-owned subsidiary of Chemical, since February 15, 1989. Mr. Groom
is an attorney and, prior to joining CB&T, was a member of the law firm of
Francis, Wetmore and Groom, P.C.
Lori A. Gwizdala, age 37, joined Chemical as Controller on January 2, 1985
and was named Chief Financial Officer in May, 1987, Senior Vice President
in February, 1991 and Treasurer in April, 1994. Ms. Gwizdala has served as
Secretary to the Board of Directors of CFC Data Corp since May, 1986 and as
a director and a member of the investment committee of Chemical Bank Bay
Area since January 25, 1993, both wholly-owned subsidiaries of Chemical.
Ms. Gwizdala is a certified public accountant and was previously associated
with the public accounting firm of Ernst & Young, LLP from 1980 to 1984.
-8-
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The information under the heading "Stock Price Ranges and Cash Dividends"
on page 11 of the registrant's Annual Report to Shareholders for the year
ended December 31, 1995, is here incorporated by reference.
ITEM 6. SELECTED FINANCIAL DATA.
The information under the caption "Financial Highlights" on page 3 and the
sub-heading "Financial Highlights" of "Management's Discussion and
Analysis" on pages 26 and 27 of the registrant's Annual Report to
Shareholders for the year ended December 31, 1995, is here incorporated by
reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The information under the heading "Management's Discussion and Analysis" on
pages 26 through 39 (inclusive) of the registrant's Annual Report to
Shareholders for the year ended December 31, 1995, is here incorporated by
reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements, notes, and independent auditors' report on pages
12 through 25 (inclusive) of the registrant's Annual Report to Shareholders
for the year ended December 31, 1995, is here incorporated by reference.
The information under the caption "Selected Quarterly Financial Information
(Unaudited)" on page 11 of the registrant's Annual Report to Shareholders
for the year ended December 31, 1995, is here incorporated by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
-9-
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information set forth under the captions "Nominees for Election to
Serve Until the Annual Meeting of Shareholders in 1997" on pages 2 and 3
and "Section 16(a) Reporting Delinquencies" on page 12 in the registrant's
definitive Proxy Statement for its April 15, 1996 annual meeting of
shareholders is here incorporated by reference.
ITEM 11. EXECUTIVE COMPENSATION.
The information set forth under the caption "Compensation of Executive
Officers and Directors" on pages 6 through 9 in the registrant's definitive
Proxy Statement for its April 15, 1996, annual meeting of shareholders is
here incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information set forth under the caption "Voting Securities" on pages 4
and 5 in the registrant's definitive Proxy Statement for its April 15,
1996, annual meeting of shareholders is here incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information set forth under the caption "Certain Relationships and
Related Transactions" on page 12 in the registrant's definitive Proxy
Statement for its April 15, 1996, annual meeting of shareholders is here
incorporated by reference.
-10-
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) (1) FINANCIAL STATEMENTS. The following financial statements
and independent auditors' report of Chemical Financial Corporation and its
subsidiaries are filed as part of this report:
Consolidated Statements of Financial Position-December 31, 1995
and 1994
Consolidated Statements of Income for each of the three years in
the period ended December 31, 1995.
Consolidated Statements of Cash Flows for each of the three years
in the period ended December 31, 1995
Consolidated Statements of Changes in Shareholders' Equity for
each of the three years in the period ended December 31,
1995
Notes to Consolidated Financial Statements
Report of Independent Auditors dated January 19, 1996
The financial statements, the notes to financial statements, and the
independent auditors' report listed above are incorporated by reference in
Item 8 of this report from the corresponding portions of the registrant's
Annual Report to Shareholders for the year ended December 31, 1995.
(2) FINANCIAL STATEMENT SCHEDULES. None
(3) EXHIBITS. The following exhibits are filed as part of this
report:
NUMBER EXHIBIT
3(a) RESTATED ARTICLES OF INCORPORATION. Previously filed as Exhibit
3 to the registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995. Here incorporated by reference.
3(b) BYLAWS. Previously filed as Exhibit 4(b) to the registrant's S-8
Registration Statement No. 33-47356 filed with the Commission on
April 28, 1992. Here incorporated by reference.
10(a) AMENDED AWARD AND STOCK OPTION PLAN OF 1987.* Previously filed as
Exhibit 10(a) to the registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993, filed with the
Commission on March 24, 1994. Here incorporated by reference.
-11-
NUMBER EXHIBIT
10(b) AMENDED STOCK OPTION PLAN OF 1983.* Previously filed as Exhibit
10(b) to the registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993, filed with the Commission on
March 24, 1994. Here incorporated by reference.
10(c) PLAN FOR DEFERRAL OF DIRECTORS' FEES.* Previously filed as
Exhibit 10(c) to the registrant's Form S-4 Registration Statement
No. 33-64944 filed with the Commission on June 24, 1993. Here
incorporated by reference.
10(d) CHEMICAL FINANCIAL CORPORATION SUPPLEMENTAL PENSION PLAN.*
Previously filed as Exhibit 10(c) to the registrant's Annual
Report to Shareholders and Form 10-K for the fiscal year ended
December 31, 1992, filed with the Commission on March 12, 1993.
Here incorporated by reference.
11 STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS.
13 1995 ANNUAL REPORT TO SHAREHOLDERS.
21 SUBSIDIARIES OF THE REGISTRANT. Previously filed as an exhibit
to the registrant's Annual Report to Shareholders and Form 10-K
for the fiscal year ended December 31, 1994. Here incorporated
by reference.
23 CONSENT OF INDEPENDENT AUDITORS.
27 FINANCIAL DATA SCHEDULE.
99(a) CHEMICAL FINANCIAL CORPORATION 401(K) SAVINGS PLAN FINANCIAL
STATEMENTS, NOTES AND SCHEDULES.
99(b) CHEMICAL FINANCIAL CORPORATION 1992 STOCK PURCHASE PLAN FOR
SUBSIDIARY DIRECTORS FINANCIAL STATEMENTS, NOTES AND SCHEDULE.
___________________
* These agreements are management contracts or compensation plans or
arrangements required to be filed as Exhibits to this Form 10-K.
Chemical will furnish a copy of any exhibit listed above to any shareholder
of the registrant without charge upon written request to Mr. Aloysius J.
Oliver, Secretary, Chemical Financial Corporation, 333 East Main Street,
Midland, Michigan 48640-0569.
(b) REPORTS ON FORM 8-K FILED IN THE FOURTH QUARTER OF 1995:
None
-12-
SIGNATURES
Pursuant to the Requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
CHEMICAL FINANCIAL CORPORATION
March 27, 1996 S/ ALAN W. OTT
Alan W. Ott
Chairman of the Board,
President and
Chief Executive Officer
March 27, 1996 S/ LORI A. GWIZDALA
Lori A. Gwizdala
Senior Vice President,
Chief Financial Officer and
Treasurer
-13-
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
March 27, 1996 S/ ALAN W. OTT
Alan W. Ott
Chairman of the Board,
President and
Chief Executive Officer
(Principal Executive Officer)
March 27, 1996 S/ JAMES A. CURRIE
James A. Currie
Director
March 27, 1996 S/ MICHAEL L. DOW
Michael L. Dow
Director
March 27, 1996 S/ LORI A. GWIZDALA
Lori A. Gwizdala
Senior Vice President,
Chief Financial Officer
and Treasurer
(Principal Financial and Accounting
Officer)
March 27, 1996 S/ FRANK P. POPOFF
Frank P. Popoff
Director
March 27, 1996 S/ LAWRENCE A. REED
Lawrence A. Reed
Director
March 27, 1996 S/ WILLIAM S. STAVROPOULOS
William S. Stavropoulos
Director
-14-
EXHIBIT INDEX
NUMBER EXHIBIT
3(a) RESTATED ARTICLES OF INCORPORATION. Previously filed as Exhibit
3 to the registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995. Here incorporated by reference.
3(b) BYLAWS. Previously filed as Exhibit 4(b) to the registrant's S-8
Registration Statement No. 33-47356 filed with the Commission on
April 28, 1992. Here incorporated by reference.
10(a) AMENDED AWARD AND STOCK OPTION PLAN OF 1987.* Previously filed as
Exhibit 10(a) to the registrant's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993, filed with the
Commission on March 24, 1994. Here incorporated by reference.
10(b) AMENDED STOCK OPTION PLAN OF 1983.* Previously filed as Exhibit
10(b) to the registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993, filed with the Commission on
March 24, 1994. Here incorporated by reference.
10(c) PLAN FOR DEFERRAL OF DIRECTORS' FEES.* Previously filed as
Exhibit 10(c) to the registrant's Form S-4 Registration Statement
No. 33-64944 filed with the Commission on June 24, 1993. Here
incorporated by reference.
10(d) CHEMICAL FINANCIAL CORPORATION SUPPLEMENTAL PENSION PLAN.*
Previously filed as Exhibit 10(c) to the registrant's Annual
Report to Shareholders and Form 10-K for the fiscal year ended
December 31, 1992, filed with the Commission on March 12, 1993.
Here incorporated by reference.
11 STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS.
13 1995 ANNUAL REPORT TO SHAREHOLDERS.
21 SUBSIDIARIES OF THE REGISTRANT. Previously filed as an exhibit
to the registrant's Annual Report to Shareholders and Form 10-K
for the fiscal year ended December 31, 1994. Here incorporated
by reference.
23 CONSENT OF INDEPENDENT AUDITORS.
-15-
NUMBER EXHIBIT
27 FINANCIAL DATA SCHEDULE
99(a) CHEMICAL FINANCIAL CORPORATION 401(K) SAVINGS PLAN FINANCIAL
STATEMENTS NOTES AND SCHEDULES
99(b) CHEMICAL FINANCIAL CORPORATION 1992 STOCK PURCHASE PLAN FOR
SUBSIDIARY DIRECTORS FINANCIAL STATEMENTS NOTES AND SCHEDULE
-16-