Back to GetFilings.com
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(X) ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________________
to __________________
COMMISSION FILE NUMBER: 1-9202
CHOICEONE FINANCIAL SERVICES, INC. (FORMERLY 1ST COMMUNITY BANCORP, INC.)
(Name of Small Business Issuer in its Charter)
MICHIGAN 38-2659066
(State or Other Jurisdiction of (I.R.S. Employer Identifica-
Incorporation or Organization) tion No.)
109 EAST DIVISION STREET, SPARTA, MICHIGAN 49345
(Address of Principal Executive Offices) (Zip Code)
(616) 887-7366
(Issuer's Telephone Number, Including Area Code)
Securities Registered under Section 12(g) of the Exchange Act:
COMMON STOCK, $10 PAR VALUE PER SHARE
(Title of Class)
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 _____
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will
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-KSB or any amendment to this Form 10-KSB. ( )
State issuer's revenues for its most recent fiscal year. The issuer's
revenues for the year ended December 31, 1997 were $14,336,000.
As of February 28, 1998, the aggregate market value of the common
stock held by non-affiliates of the issuer was approximately $22,120,000.
This amount is based on the average of the bid and asked price of $43.25
per share for the registrant's stock as of such date.
As of February 28, 1998, the issuer had outstanding 513,325 shares of
Common Stock.
Transitional Small Business Disclosure Format (check one) Yes _____
No __X__
DOCUMENTS INCORPORATED BY REFERENCE
Part I, Item 1, and Part II, Items 5, 6 and 7, incorporate by reference
portions of the Registrant's Annual Report to Shareholders for the year
ended December 31, 1997.
Part III, Items 9, 10, 11 and 12, incorporate by reference portions of the
Registrant's Definitive Proxy Statement for the Registrant's Annual Meeting
of Shareholders to be held April 30, 1998.
2
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
GENERAL
ChoiceOne Financial Services, Inc. (the "Registrant") is a one-bank holding
company registered under the Bank Holding Company Act of 1956, as amended.
The Registrant was incorporated on February 24, 1986. The Registrant was
formed to create a bank holding company for the purpose of acquiring all of
the capital stock of ChoiceOne Bank (formerly Sparta State Bank), which
became a wholly owned subsidiary of the Registrant on April 6, 1987. The
Registrant's only significant asset as of December 31, 1997, was ChoiceOne
Bank (the "Bank"). Effective January 1, 1996, the Bank acquired all of
the outstanding common stock of ChoiceOne Insurance Agencies, Inc. (formerly
Bradford Insurance Centre, Ltd.), an independent insurance agency
headquartered in Sparta, Michigan. Effective August 1, 1997, the Bank
acquired all of the outstanding common stock of Alpine Travel, Inc., a
travel agency with one location in Walker, Michigan.
The Registrant's business is primarily concentrated in a single industry
segment - commercial banking. The Bank is a full-service banking
institution that offers a variety of deposit, payment, credit and other
financial services to all types of customers. These services include time,
savings, and demand deposits, safe deposit services, and automated
transaction machine services. Loans, both commercial and consumer, are
extended primarily on a secured basis to corporations, partnerships and
individuals. Commercial lending covers such categories as business,
industry, agricultural, construction, inventory and real estate. The
Bank's consumer loan and residential mortgage loan departments make direct
loans to consumers and purchasers of residential property. No material
part of the business of the Registrant or the Bank is dependent upon a
single customer or very few customers, the loss of which would have a
materially adverse effect on the Registrant.
The Bank's primary market area consists of portions of Kent, Muskegon,
Newaygo and Ottawa counties in Michigan in the communities where the Bank's
offices are located and the areas immediately surrounding these
communities. Currently the Bank serves these markets through four full-
service offices and one off-premises automated transaction machine. The
Registrant and the Bank have no foreign assets or income.
The principal source of revenue for the Registrant and the Bank is interest
and fees on loans. On a consolidated basis, interest and fees on loans
accounted for 78% of total revenues in 1997, 76% in 1996 and 75% in 1995.
Interest on investment securities accounted for 9% of total revenues in
1997, 11% in 1996 and 18% in 1995.
3
COMPETITION
The business of banking is highly competitive. The Bank's competition
primarily comes from other financial institutions located within Sparta,
Michigan, and the Kent County, Michigan area. There are a number of larger
commercial banks in the Bank's primary market area.
The Bank also competes with a large number of other financial institutions,
such as savings and loan associations, insurance companies, consumer
finance companies, credit unions and commercial finance and leasing
companies for deposits, loans and service business. Money market mutual
funds, brokerage houses and nonfinancial institutions provide many of the
financial services offered by the Bank. Many of these competitors have
substantially greater resources than the Bank. The principal methods of
competition for financial services are price (the rates of interest charged
for loans, the rates of interest paid for deposits, and the fees charged
for services) and the convenience and quality of services rendered to
customers.
SUPERVISION AND REGULATION
Banks and bank holding companies are extensively regulated. The Registrant
is subject to supervision and regulation by the Board of Governors of the
Federal Reserve System (the "Federal Reserve Board"). The Registrant's
activities are generally limited to owning or controlling banks and
engaging in such other activities as the Federal Reserve Board may
determine to be closely related to banking. Prior approval of the Federal
Reserve Board, and in some cases various other government agencies, is
required for the Registrant to acquire control of any additional banks or
other operating subsidiaries.
The Bank is chartered under state law and is subject to regulation by the
Financial Institutions Bureau of the Michigan Department of Consumer and
Industry Services. State banking laws place restrictions on various aspects
of banking, including permitted activities, loan interest rates, branching,
payment of dividends and capital and surplus requirements. The Bank is a
member of the Federal Reserve System and is also subject to regulation by the
Federal Reserve Board. The Bank's deposits are insured by the Federal Deposit
Insurance Corporation (the "FDIC") to the extent provided by law. The Bank
became a member of the Federal Home Loan Bank system in March 1993. This
provides certain advantages to the Bank, including favorable borrowing rates
for certain funds.
The Registrant is a legal entity separate and distinct from the Bank.
There are legal limitations on the extent to which the Bank can lend or
otherwise supply funds to the Registrant. In addition, payment of
dividends to the Registrant by the Bank is subject to various state and
federal regulatory limitations.
4
Under Federal Reserve Board policy, the Registrant is expected to act as a
source of financial strength to the Bank and to commit resources to support
it. Under federal law, the FDIC also has 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 to
maintain the BIF at the designated reserve ratio required by law.
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, 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. The instruments of
monetary policy of authorities such as the Federal Reserve Board may
influence the growth and distribution of bank loans, investments and
deposits, and may also affect interest rates on loans and deposits. These
policies may have a significant effect on the operating results of banks.
The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
(the "Riegle-Neal Act") substantially changed the geographic constraints
applicable to the banking industry. The Riegle-Neal Act allows bank holding
companies to acquire banks located in any state in the United States without
regard to geographic restrictions or reciprocity requirements imposed by state
law. The Riegle-Neal Act also allows banks to establish interstate branch
networks through acquisitions of other banks. The establishment of DE NOVO
interstate branches or the acquisition of individual branches of a bank in
another state (rather than the acquisition of an out-of-state bank in its
entirety) is allowed by the Riegle-Neal Act only if specifically authorized
by state law. The legislation allowed individual states to "opt-out" of
certain provisions of the Riegle-Neal Act by enacting appropriate
legislation prior to June 1, 1997.
Michigan permits both U.S. and non-U.S. banks to establish branch offices in
Michigan. The Michigan Banking Code permits, in appropriate circumstances and
with the approval of the Commissioner of the Financial Institutions Bureau,
(1) acquisition of Michigan banks by FDIC-insured banks, savings banks or
savings and loan associations located in other states, (2) sale by a Michigan
bank of branches to an FDIC-insured bank, savings bank or savings and loan
association located in a state in which a Michigan bank could purchase branches
of the purchasing entity, (3)consolidation of Michigan banks and FDIC-insured
banks, savings banks or savings and loan associations located in other states
having laws permitting such consolidation, (4) establishment of branches in
Michigan by FDIC-insured banks located in other states, the District of Columbia
or U.S. territories or protectorates having laws permitting a Michigan bank to
establish a branch in such jurisdiction, and (5) establishment by foreign
banks of branches located in Michigan.
5
EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL REGULATIONS
The nature of the business of the Bank is such that it holds title, on a
temporary or permanent basis, to a number of parcels of real property.
These include properties owned for branch offices and other business
purposes as well as 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. Management is not presently aware of any instances
where compliance with these provisions will have a material effect on the
capital expenditures, earnings or competitive position of the Registrant or
the Bank, or where compliance with these provisions will adversely affect a
borrower's ability to comply with the terms of loan contracts.
EMPLOYEES
As of February 28, 1998, the Bank employed fifty-three persons on a full-
time basis and fifteen persons on a part-time basis. The Insurance Agency
employed fourteen persons on a full-time basis and two persons on a part-
time basis. The Travel Agency employed two persons on a full-time basis
and four persons on a part-time basis. The Registrant's only employees as
of the same date were its four executive officers. The Registrant, Bank,
Insurance Agency, and Travel Agency believe their relations with their
employees are good.
STATISTICAL INFORMATION
Additional statistical information describing the business of the
Registrant appears on the following pages and in Management's Discussion
and Analysis or Plan of Operation incorporated by reference in Item 6 of
this report and in the Consolidated Financial Statements and the notes
thereto incorporated by reference in Item 7 of this report.
The following statistical information should be read in conjunction with
Management's Discussion and Analysis or Plan of Operation and the
Consolidated Financial Statements and notes thereto incorporated by
reference in this report.
6
INVESTMENT PORTFOLIO
Presented below is the amortized cost of investment securities as of
December 31, 1997 and 1996, a schedule of maturities of investment
securities as of December 31, 1997, and the weighted average yield of
investment securities as of December 31, 1997.
AMORTIZED
1 YEAR 1 YEAR- 5 YEARS- AFTER TOTAL COST AT
OR LESS 5 YEARS 10 YEARS 10 YEARS DEC. 31,
------- ------- ------- ------- ----- 1996
MATURITY DISTRIBUTION AS OF DECEMBER 31, 1997 ---------
---------------------------------------------
(Dollars in thousands)
SECURITIES AVAILABLE FOR SALE
U.S. Treasuries and U.S.
Government agencies $2,250 $ 6,501 $ 513 $ -- $ 9,264 $ 9,700
Obligations of states and
political subdivisions 530 4,433 510 1,985 7,458 10,276
Other securities -- 261 -- -- 2,966 2,859
------ ------- ------ ------ ------- -------
Totals $2,780 $11,195 $1,023 $1,985 $19,688 $22,835
====== ======= ====== ====== ======= =======
WEIGHTED AVERAGE INTEREST RATES AS OF DECEMBER 31, 1997
-------------------------------------------------------
SECURITIES AVAILABLE FOR SALE
U.S. Treasuries and U.S.
Government agencies 6.17% 6.40% 6.56% -- % 6.35%
Obligations of states and
political subdivisions 8.50 7.85 8.28 8.15 8.00
Other securities -- 6.10 -- -- 7.40
- ----------------
This column represents the total of the maturity distribution and the
amortized cost at December 31, 1997.
7
Maturities of mortgage-backed securities are classified according to
their estimated average maturity. Approximately two-thirds of mortgage-
backed securities were classified in the 1 year to 5 years category.
The total column includes securities which have no stated maturity.
The interest rate is computed on a fully tax-equivalent basis at an
incremental tax rate of 34%.
The Bank had no holdings of investment securities from any one issuer at
December 31, 1997, which were greater than 10% of the Registrant's
shareholders' equity, exclusive of U.S. Treasury securities and U.S.
Government agency securities.
LOAN PORTFOLIO
MATURITIES AND SENSITIVITIES OF LOANS TO CHANGES IN INTEREST RATES
The following schedule presents the maturities of loans (excluding real
estate mortgage loans and installment loans). Also presented are loans
over one year in maturity, classified according to the sensitivity to
changes in interest rates.
1 YEAR 1 YEAR- AFTER
OR LESS 5 YEARS 5 YEARS TOTAL
------- ------- ------- -----
(Dollars in thousands)
LOAN MATURITIES AS OF DECEMBER 31, 1997
Commercial $15,366 $21,347 $6,833 $43,546
Agricultural 4,088 4,205 1,057 9,350
Real estate - construction 2,499 -- -- 2,499
------- ------- ------ -------
Totals $21,953 $25,552 $7,890 $55,395
======= ======= ====== =======
8
LOAN SENSITIVITY TO CHANGES IN INTEREST RATES AS OF DECEMBER 31, 1997
Loans which have predetermined interest rates $17,549 $6,268 $23,817
Loans which have floating or adjustable interest rates 8,003 1,622 9,625
------- ------ -------
Totals $25,552 $7,890 $33,442
======= ====== =======
Loan maturities are classified according to the contractual maturity
date or the anticipated amortization period, whichever is appropriate. The
anticipated amortization period is used in the case of loans where a
balloon payment is due before the end of the loan's normal amortization
period. At the time the balloon payment is due, the loan can either be
rewritten or payment in full can be requested. The decision as to whether
the loan will be rewritten or a payment in full will be requested will be
based upon the loan's payment history, the borrower's current financial
condition, and other relevant factors.
RISK ELEMENTS
The following loans were classified as nonperforming as of December 31:
1997 1996
-------- ----------
Loans accounted for on a non-accrual basis $753,000 $ 288,000
Accruing loans which are contractually past due 90
days or more as to principal or interest payments 195,000 686,000
Loans not included above which are "troubled debt
restructurings" 27,000 26,000
-------- ----------
Totals $975,000 $1,000,000
======== ==========
Interest on the above loans which would have been earned had the loans
been in an accrual or performing status was approximately $101,000 and
$128,000 for 1997 and 1996, respectively. The interest that was
actually recorded when received was approximately $65,000 and $107,000 for
1997 and 1996, respectively. In addition to the above loans, a holding of
other real estate of $229,000 was also considered to be nonperforming as of
December 31, 1997. There was no nonperforming other real estate as of
December 31, 1996.
9
A loan is placed on nonaccrual status at the point in time at which the
collectibility of principal or interest is considered doubtful.
POTENTIAL PROBLEM LOANS
At December 31, 1997, there were $1,915,000 of loans not disclosed above
where some concern existed as to the borrowers' ability to comply with
original loan terms. Approximately $8,000 of the allowance for loan losses
had been specifically allocated to these loans at December 31, 1997.
LOAN CONCENTRATIONS
As of December 31, 1997, there was no concentration of loans exceeding 10%
of total loans that are not otherwise disclosed as a category of loans in
the loan portfolio listing in Note 6 to the Consolidated Financial
Statements incorporated by reference in Item 7 of this report.
OTHER INTEREST-BEARING ASSETS
As of December 31, 1997, there were no other interest-bearing assets that
would be required to be disclosed if such assets were loans.
SUMMARY OF LOAN LOSS EXPERIENCE
The following schedule presents a summary of activity in the allowance for
loan losses for the periods shown and the percentage of net charge-offs
during each period to average gross loans outstanding during the period.
10
YEAR ENDED
DECEMBER 31,
--------------------
1997 1996
------- -------
(Dollars in thousands)
ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES
Balance at beginning of period $ 1,487 $ 1,121
------- -------
Charge-offs:
Commercial 199 37
Agricultural 7 --
Real estate - construction -- --
Real estate - mortgage 6 --
Consumer 315 184
------- -------
527 221
------- -------
Recoveries:
Commercial 13 10
Agricultural -- 10
Real estate - construction -- --
Real estate - mortgage -- --
Consumer 55 44
------- -------
68 64
------- -------
Net charge-offs 459 157
Additions charged to operations 539 523
------- -------
Balance at end of period $ 1,567 $ 1,487
======= =======
Ratio of net charge-offs during the period to average
loans outstanding during the period .39% .17%
======= =======
11
The amount of additions to the allowance for loan losses charged to
operations during the periods shown was based on management's judgment
after considering factors such as loan loss experience, evaluation of the
loan portfolio, and prevailing and anticipated economic conditions. The
evaluation of the loan portfolio is based upon various risk factors such as
the financial condition of the borrower, the value of collateral and other
considerations which, in the opinion of management, deserve current
recognition in estimating possible loan losses.
The following schedule presents an allocation of the allowance for loan
losses to the various loan categories as of the dates indicated.
ALLOCATION OF THE
ALLOWANCE FOR LOAN LOSSES
AS OF DECEMBER 31,
-----------------------------------------------
1997 1996
-------------------- --------------------
PERCENT PERCENT
OF LOANS OF LOANS
IN EACH IN EACH
ALLOW- CATEGORY ALLOW- CATEGORY
ANCE TO TOTAL ANCE TO TOTAL
AMOUNT LOANS AMOUNT LOANS
------ -------- ------ ---------
(Dollars in thousands)
Commercial $ 425 34.08% $ 329 31.52%
Agricultural 75 7.32 68 9.09
Real estate - construction 6 1.96 6 2.01
Real estate - mortgage 121 34.21 110 33.76
Consumer 685 22.43 594 23.62
Unallocated 255 N/A 380 N/A
------ ------ ------ ------
Totals $1,567 100.00% $1,487 100.00%
====== ====== ====== ======
Charge-offs in both commercial and consumer loans increased significantly
in 1997 compared to 1996. Approximately $155,000 of the commercial
increase in 1997 resulted from one loan customer. The consumer loan
12
increase was due to a higher level of indirect auto loan charge-offs in
1997 than in 1996. Management believes this is a result of a higher level
of personal bankruptcies in 1997 than in the prior year as well as a larger
balance of indirect auto loans in the consumer loans portfolio. Charge-offs
and recoveries did not change significantly in 1996 as compared to 1995.
The increases from the end of 1996 to the end of 1997 in the allowance for
loan losses allocated to both commercial and consumer loans was believed
prudent by management. This was based on the higher level of charge-offs
experienced in these two loan categories in 1997 than in the prior year.
There were no significant allocation changes from the end of 1995 to the
end of 1996.
DEPOSITS
The following schedule presents daily average balances and the average
interest rate paid by the deposit category for 1997 and 1996. It also
presents the maturities of time certificates of deposit issued in
denominations of $100,000 or more as of December 31, 1997.
DAILY AVERAGE
AVERAGE BALANCES RATE PAID
---------------------- ----------------
1997 1996 1997 1996
-------- ------- ---- ----
(Dollars in thousands)
AVERAGE BALANCES AND RATES
Demand deposits $ 11,479 $11,010 -- % -- %
Interest-bearing
transaction accounts 22,242 24,711 3.23 3.23
Savings deposits 8,836 9,363 1.83 1.86
Time deposits 58,258 50,126 5.83 5.88
-------- -------
Total deposits $100,815 $95,210
======== =======
13
MATURITIES OF TIME CERTIFICATES
OF DEPOSIT ISSUED IN
DENOMINATIONS OF
$100,000 OR MORE
Maturities of 3 months or less $ 2,899
Maturities over 3 months
through 6 months 5,013
Maturities over 6 months
through 12 months 3,392
Maturities over 12 months 3,447
--------
Total $ 14,751
========
RETURN ON EQUITY AND ASSETS
The following schedule presents the ratios indicated for 1997, 1996 and
1995.
YEAR ENDED DECEMBER 31,
------------------------------
1997 1996 1995
------ ------ ------
Return on assets (net income divided by average
total assets) 1.17% 1.38% 1.36%
Return on equity (net income divided by average
equity) 11.58 12.00 11.09
Dividend payout ratio (dividends declared per
share divided by net income per share) 45.08 39.12 37.64
Equity to assets ratio (average equity divided
by average total assets) 10.09 11.47 12.27
SHORT-TERM BORROWINGS
There were no categories of short-term borrowings whose average balance
outstanding exceeded 30% of shareholders' equity in 1997 or 1996.
14
ITEM 2. DESCRIPTION OF PROPERTY.
The offices of the Bank, Insurance Agency, and Travel Agency as of February
28, 1998, were as follows:
Registrant's and Bank's main office
109 East Division, Sparta, Michigan
Office is owned by the Bank and comprises 24,000 square feet.
Bank's branch office and Insurance Agency's main office
416 and 440 West Division, Sparta, Michigan
Office is owned by the Bank. Office comprises 7,000 square feet, of
which 3,000 feet are occupied by the Bank and 4,000 feet are occupied by
the Insurance Agency.
Bank's branch office and Insurance Agency's branch office
4170 Seventeen Mile Road, Cedar Springs, Michigan
Office is owned by the Bank. Office comprises 3,000 square feet, of
which 2,000 feet are occupied by the Bank and 1,000 feet are occupied by
the Insurance Agency.
Bank's branch office and Insurance Agency's branch office
4949 Plainfield Avenue, NE, Grand Rapids, Michigan
Office is leased by the Bank and the Insurance Agency. Approximately
3,000 square feet are occupied by the Bank and 3,000 feet are occupied by
the Insurance Agency.
Travel Agency's main office
3527 Alpine Avenue, NW, Grand Rapids, Michigan
Office is leased by the Travel Agency and comprises 2,000 square feet.
The Registrant operates its business at the main office of the Bank. No
properties were owned by the Registrant as of February 28, 1998. The
Registrant, Bank, Insurance Agency, and Travel Agency believe that their
offices are suitable and adequate for their future needs and are in good
condition and repair. The Registrant's management believes the offices are
adequately covered by insurance.
As part of its business, the Bank generates all types of mortgages. The
Bank generally does not purchase mortgages as part of its business.
ITEM 3. LEGAL PROCEEDINGS.
There are no material pending legal proceedings to which the Registrant or
the Bank is a party or to which any of their property is subject, except
for proceedings which arose in the ordinary course of business. In the
opinion of management, pending legal proceedings will not have a material
effect on the consolidated financial condition of the Registrant.
15
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were no matters submitted to a vote of security holders during the
quarter ended December 31, 1997.
16
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The information under the caption "Common Stock Information" on page
A-1 of the Registrant's Annual Report to Shareholders for the year
ended December 31, 1997, is incorporated herein by reference.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The information under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations," including all subheadings,
on pages A-23 through A-31, inclusive, of the Registrant's Annual Report to
Shareholders for the year ended December 31, 1997, is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS.
The Consolidated Financial Statements, Notes to Consolidated Financial
Statements, and Independent Auditors' Report on pages A-3 through A-22,
inclusive, of the Registrant's Annual Report to Shareholders for the year
ended December 31, 1997, are incorporated herein by reference.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
17
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
The information under the captions "Directors and Executive Officers" and
"Section 16(a) Beneficial Ownership Reporting Compliance" in the
Registrant's Definitive Proxy Statement for the Annual Meeting of
Shareholders to be held April 30, 1998, is incorporated herein by
reference.
ITEM 10. EXECUTIVE COMPENSATION.
The information under the caption "Compensation of Executive Officers and
Directors" in the Registrant's Definitive Proxy Statement for the Annual
Meeting of Shareholders to be held April 30, 1998, is incorporated herein
by reference.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information under the caption "Voting Securities" in the Registrant's
Definitive Proxy Statement for the Annual Meeting of Shareholders to be
held April 30, 1998, is incorporated herein by reference.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information under the caption "Certain Relationships and Related
Transactions" in the Registrant's Definitive Proxy Statement for the Annual
Meeting of Shareholders to be held April 30, 1998, is incorporated herein
by reference.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
1. EXHIBITS
The following exhibits are filed as part of this report:
18
EXHIBIT DOCUMENTS
------- ---------
3.1 Amended and Restated Articles of Incorporation of the
Registrant. Previously filed as Appendix A to the
Registrant's Definitive Proxy Statement with respect to its
Annual Meeting of Shareholders held on April 29, 1997. Here
incorporated by reference.
3.2 Bylaws of the Registrant as currently in effect and any
amendments thereto. Previously filed as an exhibit to the
Registrant's Form 10-KSB Annual Report for its fiscal year
ended December 31, 1993. Here incorporated by reference.
4. Advances, Pledge and Security Agreement between ChoiceOne Bank
and the Federal Home Loan Bank of Indianapolis.
10.1 Employment Agreement With Jae M. Maxfield. Previously
filed as an exhibit to the Registrant's Form 10-KSB Annual
Report for its fiscal year ended December 31, 1995. Here
incorporated by reference.
10.2 Employment Agreement With Lawrence D. Bradford.
Previously filed as an exhibit to the Registrant's Form 10-KSB
Annual Report for its fiscal year ended December 31, 1995.
Here incorporated by reference.
10.3 Executive Stock Incentive Plan of 1997. Previously filed as
Appendix B to the Registrant's Definitive Proxy Statement with
respect to its Annual Meeting of Shareholders held on April 29,
1997. Here incorporated by reference.
13 Annual Report to Shareholders for the year ended December 31,
1997.
21 Subsidiaries of the Registrant.
24 Powers of Attorney.
27.1 Financial Data Schedule for Year Ended December 31, 1997.
27.2 Restated Financial Data Schedule for Quarter Ended September 30,
1997.
27.3 Restated Financial Data Schedule for Quarter Ended June 30, 1997.
- -------------------
[FN]
These agreements are management contracts or compensation plans or
arrangements required to be filed as exhibits to this Form 10-KSB.
19
Copies of any exhibits will be furnished to shareholders without charge upon
written request. Requests should be directed to Tom Lampen, Treasurer, ChoiceOne
Financial Services, Inc., 109 East Division, Sparta, Michigan 49345.
2. REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the fourth quarter of the period
covered by this report.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ChoiceOne Financial Services, Inc.
/S/ JAE M. MAXFIELD March 11, 1998
Jae M. Maxfield
President and Chief Executive Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
/S/ JAE M. MAXFIELD President and Chief Executive March 11, 1998
Jae M. Maxfield Officer and Director
(Principal Executive Officer)
*/S/ FRANK G. BERRIS Director March 11, 1998
Frank G. Berris
*/S/ LAWRENCE D. BRADFORD Director March 11, 1998
Lawrence D. Bradford
*/S/ WILLIAM F. CUTLER, JR. Director March 11, 1998
William F. Cutler, Jr.
*/S/ LEWIS G. EMMONS Director March 11, 1998
Lewis G. Emmons
*/S/ L. EDMOND EARY, JR., M.D. Chairman of the Board March 11, 1998
L. Edmond Eary, Jr., M.D. and Director
20
*/S/ STUART GOODFELLOW Director March 11, 1998
Stuart Goodfellow
*/S/ JON E. PIKE Director March 11, 1998
Jon E. Pike
*/S/ LINDA R. PITSCH Secretary and Director March 11, 1998
Linda R. Pitsch
*/S/ ANDREW W. ZAMIARA Director March 11, 1998
Andrew W. Zamiara
*/S/ THOMAS L. LAMPEN Treasurer (Principal Financial March 11, 1998
Thomas L. Lampen and Accounting Officer)
*By /S/ JAE M. MAXFIELD
Jae M. Maxfield
ATTORNEY-IN-FACT
21
EXHIBIT INDEX
EXHIBIT DOCUMENTS
------- ---------
3.1 Amended and Restated Articles of Incorporation of the
Registrant. Previously filed as Appendix A to the
Registrant's Definitive Proxy Statement with respect to its
Annual Meeting of Shareholders held on April 29, 1997. Here
incorporated by reference.
3.2 Bylaws of the Registrant as currently in effect and any
amendments thereto. Previously filed as an exhibit to the
Registrant's Form 10-KSB Annual Report for its fiscal year
ended December 31, 1993. Here incorporated by reference.
4. Advances, Pledge and Security Agreement between ChoiceOne Bank
and the Federal Home Loan Bank of Indianapolis.
10.1 Employment Agreement With Jae M. Maxfield. Previously
filed as an exhibit to the Registrant's Form 10-KSB Annual
Report for its fiscal year ended December 31, 1995. Here
incorporated by reference.
10.2 Employment Agreement With Lawrence D. Bradford.
Previously filed as an exhibit to the Registrant's Form 10-KSB
Annual Report for its fiscal year ended December 31, 1995.
Here incorporated by reference.
10.3 Executive Stock Incentive Plan of 1997.<1> Previously filed as
Appendix B to the Registrant's Definitive Proxy Statement with
respect to its Annual Meeting of Shareholders held on April 29,
1997. Here incorporated by reference.
13 Annual Report to Shareholders for the year ended December 31,
1997.
21 Subsidiaries of the Registrant.
24 Powers of Attorney.
27.1 Financial Data Schedule for Year Ended December 31, 1997.
27.2 Restated Financial Data Schedule for Quarter Ended September 30,
1997.
27.3 Restated Financial Data Schedule for Quarter Ended June 30, 1997.
- -------------------
22
[FN]
These agreements are management contracts or compensation plans or
arrangements required to be filed as exhibits to this Form 10-KSB.
23