-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cm/8EceCChNT+fPi+o1wj/CKR2u2kIMbM7hv4+DIL/asvBmsC7u5fUSh9RfzRQgd g4oJA6Mt+rOxDpRxz14V9w== 0000905729-01-500105.txt : 20010502 0000905729-01-500105.hdr.sgml : 20010502 ACCESSION NUMBER: 0000905729-01-500105 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010501 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHEMICAL FINANCIAL CORP CENTRAL INDEX KEY: 0000019612 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 382022454 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-08185 FILM NUMBER: 1618367 BUSINESS ADDRESS: STREET 1: 333 E MAIN ST CITY: MIDLAND STATE: MI ZIP: 48640 BUSINESS PHONE: 5176313310 8-K 1 chem8k050101.htm FORM 8-K Chemical Financial Corporation Form 8-K 05-01-01







SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (date of earliest event reported):
May 1, 2001


Chemical Financial Corporation
(Exact Name of Registrant as
Specified in its Charter)



Michigan
(State or Other
Jurisdiction of
Incorporation)

000-08185
(Commission
File Number)

38-2022454
(IRS Employer
Identification No.)

     

333 E. Main Street
Midland, Michigan

(Address of Principal Executive Offices)

 


48640
(Zip Code)

     

Registrant's telephone number,
including area code: (989) 839-5350













Item 7.         Financial Statements, Pro Forma Financial Information, and Exhibits.

 

(c)

Exhibits:

     
   

99.1

Press Release dated May 1, 2001


Item 9.          Regulation FD Disclosure

                    Chemical Financial Corporation ("Chemical") issued a Press Release on May 1, 2001.

                    A copy of the Press Release, dated May 1, 2001, issued by Chemical, is attached as Exhibit 99.1 and is incorporated herein by reference.


























- -2-


SIGNATURE

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Dated:

May 1, 2001

CHEMICAL FINANCIAL CORPORATION
(Registrant)

       
   

By:

/s/Lori A. Gwizdala


     

Lori A. Gwizdala
Senior Vice President and
Chief Financial Officer


























- -3-


EXHIBIT INDEX


Exhibit No 

Document

 

99.1         Press Release dated May 1, 2001





















- -4-


EX-99 2 chemex991050101.htm EXHIBIT 99.1 Chemical Financial Corporation Exhibit 99.1 to Form 8-K 05-01-01

Exhibit 99.1



NASDAQ:
FOR RELEASE:
DATE:

CHFC and BWFC
IMMEDIATELY
MAY 1, 2001

   

CONTACT:

CHEMICAL FINANCIAL CORPORATION
Aloysius J. Oliver, President and Chief Executive Officer
(989) 839-5350

   
 

BANK WEST FINANCIAL CORPORATION
Ronald A. Van Houten, President and Chief Executive Officer or
Kevin A. Twardy, Chief Financial Officer
(616) 785-3400



CHEMICAL FINANCIAL CORPORATION ANNOUNCES INTENT TO ACQUIRE
BANK WEST FINANCIAL CORPORATION

          Midland, Michigan and Grand Rapids, Michigan -- Aloysius J. Oliver, President and CEO of Chemical Financial Corporation ("Chemical"), and Robert J. Stephan, Chairman, and Ronald A.Van Houten, President and CE O of Bank West Financial Corporation ("Bank West"), announced today that they have signed a letter of intent for the merger of Bank West into Chemical. In the merger, shareholders of Bank West would receive $11.50 cash for each share of Bank West common stock in a taxable transaction. The total value of the transaction is currently estimated at approximately $29.8 million.

          Bank West is a holding company headquartered in Grand Rapids, Michigan, with total assets of approximately $279 million, total deposits of $179 million and total loans of $225 million, as of March 31, 2001. It is the parent company of Bank West, a Michigan stock savings bank. Bank West provides banking services through five offices located in Kent and Ottawa Counties.

          Mr. Oliver stated, "The proposed merger with Bank West provides a logical extension of Chemical's markets and will fill the gap between Chemical Bank West headquartered in Cadillac, Michigan, and Chemical Bank Shoreline headquartered in Benton Harbor, Michigan. We believe Chemical's community bank philosophy, coupled with the ability to offer new








PRESS RELEASE
May 1, 2001
Page 2

banking products, should be well received and provide strong demand for Chemical's banking services."

          According to Ronald A. Van Houten, "This proposed affiliation with Chemical will provide to our customers a broad variety of banking products, and trust services, while maintaining the same personal service they have always enjoyed."

          The proposed merger is subject to execution of a definitive agreement, approval by Bank West shareholders, approval by banking regulators, and other customary conditions. It is expected to be completed during the fourth quarter of this year. However, there can be no assurances that a definitive agreement will be executed.

          Chemical Financial Corporation is a multi-bank holding company headquartered in Midland, Michigan, with total assets of approximately $3.1 billion as of March 31, 2001. Chemical's four subsidiary banks operate 118 "Chemical Bank" offices and two loan production offices spread over 30 counties in the lower peninsula of Michigan.

          Chemical Financial Corporation common stock is traded on The Nasdaq Stock Market under the symbol "CHFC" and Bank West Financial Corporation is traded on The Nasdaq Stock Market under the symbol " BWFC."

FORWARD LOOKING STATEMENTS

          When used in this press release or other public shareholder communications, or in oral statements made with the approval of an authorized executive officer, the words "will," "expect," " continue," "anticipate," "estimate," "project" or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Chemical and Bank West wish to caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made, and to advise










PRESS RELEASE
May 1, 2001
Page 3

readers that various factors including regional and national economic conditions, changes in levels of market interest rates, credit risks of lending activities and competitive and regulatory factors could cause actual results to differ materially from those anticipated or projected.

          The parties do not undertake, and specifically disclaim, any obligation to publicly release the result of any revisions which may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

          Bank West will be filing relevant documents concerning the merger with the Securities and Exchange Commission ("SEC"). WE URGE INVESTORS TO READ THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors will be able to obtain the documents free of charge at the SEC's website, www.sec.gov. In addition, documents filed with the SEC by Bank West will be available free of charge from the Secretary of Bank West at 2185 Three Mile Road, N.W., Grand Rapids, Michigan 49544-1451, telephone (616) 785-3400. BANK WEST INVESTORS SHOULD READ THE PROXY STATEMENT AND OTHER DOUCMENTS TO BE FILED WITH THE SEC CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER.

# # #










-----END PRIVACY-ENHANCED MESSAGE-----