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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
OR
[ ] 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 or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
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, $1 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 ( )
The aggregate market value of the voting stock held by non-affiliates of
the registrant as of February 19, 1999, was $344,232,372.
The number of shares outstanding of the registrant's Common Stock, $1 par
value, at February 19, 1999, was 13,506,385.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to Shareholders for the year
ended December 31, 1998, 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 19,
1999, annual shareholders' meeting are incorporated by reference in Part
III (Items 10-13).
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PART I
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that are based on
management's beliefs, assumptions, current expectations, estimates and
projections about the financial services industry, the economy, and about
Chemical Financial Corporation itself. Words such as "anticipates,"
"believes," "estimates," "judgement," "expects," "forecasts," "intends,"
"is likely," "plans," "predicts," "projects," variations of such words and
similar expressions are intended to identify such forward-looking
statements. Assessments that Chemical Financial Corporation and/or its
information and non-information technology systems are Year 2000
"compliant" or "ready" are statements of belief as to the outcome of future
events based in part on information provided by vendors and other third
parties that Chemical Financial Corporation has not independently verified.
These statements are not guarantees of future performance and involve
certain risks, uncertainties and assumptions ("Future Factors") that are
difficult to predict with regard to timing, extent, likelihood and degree
of occurrence. Therefore, actual results and outcomes may materially
differ from what may be expressed or forecasted in such forward-looking
statements. Furthermore, Chemical Financial Corporation undertakes no
obligation to update, amend or clarify forward-looking statements, whether
as a result of new information, future events or otherwise.
Future Factors include, but are not limited to, changes in interest rates
and interest rate relationships; demand for products and services; the
degree of competition by traditional and non-traditional competitors;
changes in banking regulations; changes in tax laws; changes in prices,
levies and assessments; the impact of technological advances and issues,
including Year 2000 issues; governmental and regulatory policy changes; the
outcomes of pending and future litigation and contingencies; trends in
customer behavior as well as their ability to repay loans; and changes in
the national economy. These are representative of the Future Factors that
could cause a difference between an ultimate actual outcome and a preceding
forward-looking statement.
ITEM 1. BUSINESS.
Chemical Financial Corporation ("Chemical" or the "Corporation") is a bank
holding company. Chemical was organized under Michigan law in August 1973,
and is 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
2
which the former shareholders of CB&T became shareholders of Chemical. As
of December 31, 1998, 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 located in
Midland, Bay City, Big Rapids, Cadillac, Caro, Clare, Grayling, Marshall,
Owosso 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, business and personal checking accounts, savings and individual
retirement accounts, time deposit instruments, electronically accessed
banking products, residential and commercial real estate financing,
commercial lending, consumer financing, debit cards, safe deposit services,
automated teller machines, access to insurance and investment products,
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, 1998,
Chemical and its subsidiaries served these markets through 86 banking
offices in 55 communities, located in 24 counties, generally across the
mid-section of Michigan. In addition to the full service banking offices,
the subsidiary banks operated 85 automated teller machines, both on and off
bank premises, as of December 31, 1998.
CB&T, which has its headquarters in Midland, is Chemical's lead subsidiary
bank and accounted for 32% of total deposits and 28% of total loans of
Chemical and its subsidiaries on a consolidated basis as of December 31,
1998. Chemical's banking subsidiaries' primary loan product, historically,
has been residential real estate mortgages. As of December 31, 1998, these
loans totaled $429 million, or 48%, of consolidated total loans. During
1998 and 1997, Chemical's subsidiaries' generally sold residential real
estate mortgages with fifteen year and greater original terms in the
secondary mortgage market. During 1996, residential mortgage loans with an
original term of fifteen years and less were kept in the Corporation's own
loan portfolio, and those with original terms greater than fifteen years
were sold in the secondary mortgage market. Chemical originated $117.6
million of residential mortgage loans during 1998 which were sold in the
secondary mortgage market, compared to $38.8 million and $12.3 million in
residential mortgage loans originated and sold during 1997 and 1996,
respectively. The significant increase in 1998 was attributable to the
decline in residential mortgage rates and the resultant increases in the
refinancing of these mortgages.
3
The principal sources of revenues for Chemical are interest and fees on
loans, which accounted for 54% of total revenues in 1998, 1997 and 1996.
Interest on investment securities is also a significant source of revenue,
accounting for 31% of total revenues in 1998 and 33% in 1997 and 1996.
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. Banks compete for deposits with a broad range of
other types of investments, the most significant of which, over the past
few years, have been mutual funds and annuities. Insurance companies and
investment firms are also significant competitors for customer deposits.
In response to this increased competition for customers' bank deposits, the
Corporation expanded its sales and marketing efforts of mutual fund and
annuity investment products during 1996. The Corporation's subsidiary
banks, through "CFC Investment Centers," offer an array of mutual funds,
annuity products and market securities through alliances with Security
First Group and BISYS Brokerage Services. The CFC Investment Centers offer
customers a complete spectrum of investment products and service
capabilities. In addition, the Trust Department of Chemical Bank and Trust
Company offers customers a variety of investment products and services. 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).
Banks and bank holding companies are extensively regulated. Chemical's
subsidiary banks are all chartered under the laws of the State of Michigan
and supervised and regulated by the Financial Institutions Bureau of the
Michigan Department of Consumer and Industry Services. 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"). Chemical, as a bank holding company, is regulated by
the Federal Reserve System. 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
4
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.
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 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 the subsidiary banks 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 laws and regulations 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 that
institution.
FDIC expense was $.2 million in 1998 and 1997 and $.1 million in 1996. In
1998 and 1997, the Corporation paid the minimum rate of $.01296 per $100 of
deposits insured by the BIF and $.0644 per $100 of deposits insured by the
Savings Association Insurance Fund ("SAIF"). During 1996, the FDIC's
minimum assessment rate for BIF insured deposits was reduced to $2000.
Deposits held by well-capitalized banks and insured by the SAIF were
assessed at a rate of $.23 per $100 of insured deposits in 1996. In
addition, during 1996, SAIF insured deposits, held on March 31, 1995, were
assessed a one-time charge of $.657 per $100 of deposits to recapitalize
the SAIF to its required reserve ratio. The Corporation's liability for
this special assessment was approximately $30,000.
5
The recapitalization of the SAIF was accomplished through the enactment of
The Deposit Insurance Funds Act of 1996 (the "Funds Act") on September 30,
1996. This legislation, in addition to requiring the one-time special
assessment to the FDIC to capitalize the SAIF to its required reserve
ratio, authorizes the Financing Corporation ("FICO") to impose periodic
assessments on depository institutions that are members of the BIF, in
addition to institutions that are members of the SAIF. The purpose of
these periodic assessments is to spread the cost of the interest payments
on the outstanding FICO bonds over a larger number of institutions. Until
the change in the law, only SAIF-member institutions bore the cost of
funding these interest payments. The FICO assessment on BIF insured
deposits for years 1997-1999 was established at 1.296 cents for every $100
of domestic deposits. For this same period, the SAIF insured institutions'
FICO assessment rate was established at 6.44 cents for every $100 of
domestic deposits. Beginning in the year 2000 until 2017, the FICO
assessment for both BIF and SAIF insured deposits was established at 2.43
cents for every $100 of domestic deposits.
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.
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.
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
6
States without regard to geographic restrictions or reciprocity
requirements imposed by state law. Effective June 1, 1997, the Riegle-Neal
Act also allowed 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.
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.
In March 1996, the Corporation consolidated its bank subsidiary
headquartered in Standish, Michigan (Chemical Bank Huron) with its bank
subsidiary headquartered in Bay City, Michigan (Chemical Bank Bay Area).
On May 1, 1996, the Corporation merged with State Savings Bancorp, Inc.
("SSBI") in Caro, Michigan. SSBI operated one bank, State Savings Bank of
Caro, with offices in Caro and Fairgrove, Michigan. The Corporation issued
689,062 shares (adjusted for the 5% stock dividends paid December 30, 1996
and December 30, 1997 and the 5 for 4 stock split paid December 16, 1998)
of the Corporation's common stock in exchange for all of the common stock
of SSBI. The merger was accounted for as a "pooling of interests." As of
May 1, 1996, SSBI had assets of approximately $65 million.
On December 31, 1996, the Corporation through CB&T acquired Arbury &
Stephenson, Inc., an insurance agency headquartered in Midland, Michigan.
The merger was effected through an exchange of shares of the Corporation's
common stock.
In March 1997, the Corporations subsidiary headquartered in Owosso,
Michigan (Chemical Bank Key State) sold its branch banking building in
Okemos, Michigan. The loans and deposits of the Okemos branch were
transferred to Chemical Bank Key State's branch banking office in Lansing,
Michigan.
7
In November 1998, the Corporation's subsidiary headquartered in Marshall,
Michigan (Chemical Bank South) purchased a branch banking office in Albion,
Michigan from Great Lakes National Bank Michigan. The branch had total
deposits of approximately $11 million as of the acquisition date. Chemical
Bank South consolidated its existing banking operations at 1408 N. Eaton
Street in Albion into the newly acquired location.
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
environmental 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, 1998, Chemical was the fifth largest bank holding company
headquartered in Michigan, measured by total assets, and together with its
subsidiaries employed a total of 1006 full-time equivalent employees.
The following table summarizes the book value of investment securities as
of December 31:
1998 1997 1996
-------- -------- --------
(In thousands)
Investment securities available for sale:
U.S. Government and agency securities $444,361 $474,706 $422,629
States of the U.S. and municipal securities -- -- --
Mortgage-backed securities 1,583 2,351 2,850
Other securities 43,032 17,116 16,308
-------- -------- --------
Total investment securities available for sale 488,976 494,173 441,787
Investment securities held to maturity:
U.S. Government and agency securities 190,957 201,801 168,958
States of the U.S. and municipal securities 41,593 46,707 42,096
Mortgage-backed securities 312 501 679
Other securities 7,985 2,011 2,019
-------- -------- --------
8
Total investment securities held to maturity 240,847 251,020 213,752
-------- -------- --------
Total investment securities $729,823 $745,193 $655,539
======== ======== ========
The information under the following captions in the registrant's Annual
Report to Shareholders for the year ended December 31, 1998, 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 31
Table 3. Volume and Rate Variance Analysis 33
Note C- Investment Securities 18
Table 8. Maturities and Yields of Investment Securities
at December 31, 1998 38
Table 4. Summary of Loans and Loan Loss Experience 33
Table 5. Comparison of Loan Maturities and Interest Sensitivity 35
Table 6. Summary of Nonperforming Loans 35
Note D - Loans 19
Table 7. Allocation of the Allowance For Possible Loan Losses 36
Management's Discussion and Analysis, subheadings
"Net Interest Income," "Loans," "Nonperforming
Loans," "Provision For Possible Loan Losses" and "Liquidity
and Interest Sensitivity" 30-41
Table 10. Maturity Distribution of Time Deposits of $100,000 or More 39
Financial Highlights 1
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 86 banking
offices as of December 31, 1998. 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 3 are leased from
independent parties with remaining lease terms of one year to eleven years.
This leased property is considered insignificant.
9
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 organizational meeting of the Board of Directors. At its
regular meetings, the Board may also make other executive officer
appointments.
Bruce M. Groom, age 57, is Senior Vice President and Trust Officer of CB&T.
He joined CB&T on April 29, 1985 as Senior Vice President and was promoted
to Senior Trust Officer in May 1986. Mr. Groom has served on the Board of
Chemical Bank Central, a wholly owned subsidiary of Chemical, since
February 1989. Mr. Groom is an attorney. Mr. Groom is a member of the
Management Committee of Chemical.
Lori A. Gwizdala, age 40, is Senior Vice President, Chief Financial Officer
and Treasurer of Chemical. She joined Chemical as Controller on January 1,
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, a director of Chemical Bank Bay Area since January 1993 and a
director of Chemical Bank Thumb Area since July 1996, all of which are
wholly owned subsidiaries of Chemical. Ms. Gwizdala is a certified public
accountant. Ms. Gwizdala is a member of the Management Committee of
Chemical.
William C. Lauderbach, age 56, is Senior Vice President and Investment
Officer of CB&T. He joined CB&T as a Trust Officer on July 2, 1973, was
promoted to Vice President and Trust Officer in March 1980, Investment
Officer in January 1985 and Senior Vice President in February 1991. Mr.
Lauderbach has served on the Board of Directors of Chemical Bank South, a
wholly owned subsidiary of Chemical, since 1989. Mr. Lauderbach is a
member of the Management Committee of Chemical.
10
David B. Ramaker, age 43, is Chief Executive Officer and President of CB&T
and Executive Vice President and Secretary of Chemical. He joined CB&T as
Vice President on November 20, 1989. Mr. Ramaker became President of
Chemical Bank Key State, a wholly owned subsidiary of Chemical in October
1993. Mr. Ramaker became President and member of the Board of Directors of
CB&T in September 1996 and Executive Vice President and Secretary to the
Board of Chemical and Chief Executive Officer of CB&T on January 1, 1997.
Mr. Ramaker has served as a director of Chemical Bank Key State since
October 1993. Mr. Ramaker was appointed to the following Boards of
Directors of wholly owned subsidiaries of Chemical in December 1996:
Chemical Bank Montcalm, Chemical Bank Central (also Chairman), Chemical
Bank North (also Chairman), and Chemical Bank West (also Chairman).
During 1998, Mr. Ramaker was appointed Chairman of the Board of Directors
of Chemical Bank Montcalm and of Chemical Bank Bay Area, wholly owned
subsidiaries of Chemical. Mr. Ramaker is a member of the Management
Committee of Chemical.
11
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The information under the heading "Stock Price Ranges and Cash Dividends
Per Share" on page 10 of the registrant's Annual Report to Shareholders for
the year ended December 31, 1998, is here incorporated by reference.
ITEM 6. SELECTED FINANCIAL DATA.
The information under the caption "Financial Highlights" on page 1 and the
sub-heading "Financial Highlights" of "Management's Discussion and
Analysis" on pages 28 through 30 of the registrant's Annual Report to
Shareholders for the year ended December 31, 1998, 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 28 through 43 (inclusive) of the registrant's Annual Report to
Shareholders for the year ended December 31, 1998, is here incorporated by
reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The information under the heading "Liquidity and Interest Sensitivity" on
pages 37 through 41 (inclusive) of the registrant's Annual Report to
Shareholders for the year ended December 31, 1998, is here incorporated by
reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements, notes, and independent auditors' report on pages
11 through 27 (inclusive) of the registrant's Annual Report to Shareholders
for the year ended December 31, 1998, is here incorporated by reference.
The information under the caption "Selected Quarterly Financial Information
(Unaudited)" on page 10 of the registrant's Annual Report to Shareholders
for the year ended December 31, 1998, is here incorporated by reference.
12
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
13
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 2000" on pages 3 through
4 and "Section 16(a) Beneficial Ownership Reporting Compliance" on page 17
in the registrant's definitive Proxy Statement for its April 19, 1999
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 8 through 13 in the registrant's
definitive Proxy Statement for its April 19, 1999, 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 5
through 7 in the registrant's definitive Proxy Statement for its April 19,
1999, 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 17 in the registrant's definitive Proxy
Statement for its April 19, 1999, annual meeting of shareholders is here
incorporated by reference.
14
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 Statement of Financial Position-December 31, 1998 and 1997
Consolidated Statement of Income for each of the three years in the period
ended December 31, 1998
Consolidated Statement of Cash Flows for each of the three years in the
period ended December 31, 1998
Consolidated Statement of Changes in Shareholders' Equity for each of the
three years in the period ended December 31, 1998
Notes to Consolidated Financial Statements
Report of Independent Auditors dated January 19, 1999
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, 1998.
(2) FINANCIAL STATEMENT SCHEDULES. None
(3) EXHIBITS. The following exhibits are filed as part of this
report:
NUMBER EXHIBIT
3.1 RESTATED ARTICLES OF INCORPORATION. Previously filed as
Exhibit 3.1 to the registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1998. Here incorporated by
reference.
3.2 BYLAWS.
4 LONG-TERM DEBT. The registrant has outstanding long-term debt
which at the time of this report does not exceed 10% of the
registrant's total consolidated assets. The registrant agrees
to furnish copies of the agreements defining the rights of
holders of such long-term debt to the Securities and Exchange
Commission upon request.
15
NUMBER EXHIBIT
10.1 CHEMICAL FINANCIAL CORPORATION STOCK INCENTIVE PLAN OF
1997. Previously filed as Appendix A to the registrant's
Definitive Proxy Statement with respect to its Annual Meeting
of Shareholders held on April 21, 1997. Here incorporated by
reference.
10.2 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.
10.3 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.
10.4 CHEMICAL FINANCIAL CORPORATION SUPPLEMENTAL PENSION PLAN.
10.5 RETIREMENT AGREEMENT.
11 STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS.
13 1998 ANNUAL REPORT TO SHAREHOLDERS.
21 SUBSIDIARIES OF THE REGISTRANT.
23 CONSENT OF INDEPENDENT AUDITORS.
27 FINANCIAL DATA SCHEDULE FOR THE YEAR ENDED DECEMBER 31, 1998.
99.1 CHEMICAL FINANCIAL CORPORATION 401(K) PLAN FINANCIAL
STATEMENTS, NOTES AND SCHEDULES.
99.2 CHEMICAL FINANCIAL CORPORATION 1992 STOCK PURCHASE PLAN FOR
SUBSIDIARY DIRECTORS FINANCIAL STATEMENTS AND NOTES.
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 Ms. Lori A.
Gwizdala, Chief Financial Officer, Chemical Financial Corporation, 333 East
Main Street, Midland, Michigan 48640-0569.
16
(b) REPORTS ON FORM 8-K.
No reports on Form 8-K were filed during the last quarter of the
period covered by this report.
17
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 22, 1999 S/ ALOYSIUS J. OLIVER
Aloysius J. Oliver
President and Chief Executive Officer
March 22, 1999 S/ LORI A. GWIZDALA
Lori A. Gwizdala
Senior Vice President, Chief Financial
Officer and Treasurer
18
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 22, 1999 S/ ALOYSIUS J. OLIVER
Aloysius J. Oliver
President and Chief Executive Officer
and Director (Principal Executive
Officer)
March 22, 1999 S/ JAMES A. CURRIE
James A. Currie
March 22, 1999 S/ MICHAEL L. DOW
Michael L. Dow
Director
March 22, 1999 S/ LORI A. GWIZDALA
Lori A. Gwizdala
Senior Vice President, Chief Financial
Officer and Treasurer (Principal
Financial and Accounting Officer)
March 22, 1999 S/ TERENCE F. MOORE
Terence F. Moore
Director
March 22, 1999 S/ ALAN W. OTT
Chairman of the Board and Director
March , 1999 ___________________________________
Frank P. Popoff
Director
March 22, 1999 S/ LAWRENCE A. REED
Lawrence A. Reed
Director
19
March 22, 1999 S/ WILLIAM S. STAVROPOULOS
William S. Stavropoulos
Director
20
EXHIBIT INDEX
NUMBER EXHIBIT
3.1 RESTATED ARTICLES OF INCORPORATION. Previously filed as Exhibit
3.1 to the registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998. Here incorporated by reference.
3.2 BYLAWS.
4 LONG-TERM DEBT. The registrant has outstanding long-term debt
which at the time of this report does not exceed 10% of the
registrant's total consolidated assets. The registrant agrees to
furnish copies of the agreements defining the rights of holders
of such long-term debt to the Securities and Exchange Commission
upon request.
10.1 CHEMICAL FINANCIAL CORPORATION STOCK INCENTIVE PLAN OF 1997.
Previously filed as Appendix A to the registrant's Definitive
Proxy Statement with respect to its Annual Meeting of
Shareholders held on April 21, 1997. Here incorporated by
reference.
10.2 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.
10.3 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.
10.4 CHEMICAL FINANCIAL CORPORATION SUPPLEMENTAL PENSION PLAN.
10.5 RETIREMENT AGREEMENT.
11 STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS.
13 1998 ANNUAL REPORT TO SHAREHOLDERS.
21 SUBSIDIARIES OF THE REGISTRANT.
23 CONSENT OF INDEPENDENT AUDITORS.
27 FINANCIAL DATA SCHEDULE FOR THE YEAR ENDED DECEMBER 31, 1998.
21
NUMBER EXHIBIT
99.1 CHEMICAL FINANCIAL CORPORATION 401(K) SAVINGS PLAN FINANCIAL
STATEMENTS, NOTES AND SCHEDULES.
99.2 CHEMICAL FINANCIAL CORPORATION 1992 STOCK PURCHASE PLAN FOR
SUBSIDIARY DIRECTORS FINANCIAL STATEMENTS AND NOTES.
22