-----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, HZAhAi/pSdv0V3e48WjuWZJlvqz69fEXfJgmgGQiWF4cf6KNeja2SC6B3XnfJbQ1 eSQ12Q/34GFKY5RhoyXxFw== 0000905729-03-000341.txt : 20030925 0000905729-03-000341.hdr.sgml : 20030925 20030925162551 ACCESSION NUMBER: 0000905729-03-000341 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030925 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030925 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: 1934 Act SEC FILE NUMBER: 000-08185 FILM NUMBER: 03910257 BUSINESS ADDRESS: STREET 1: 333 E MAIN ST CITY: MIDLAND STATE: MI ZIP: 48640 BUSINESS PHONE: 5176313310 8-K 1 chem8k_092503.htm CHEMICAL FORM 8-K CHEMICAL FORM 8-K - 09/25/03





UNITED STATES
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):
September 25, 2003


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)

 

 

 

(989) 839-5350
(Registrant's Telephone Number,
Including Area Code)









Item 7.          Financial Statements and Exhibits.

 

(c)

Exhibits:

 

 

 

 

 

99.1

Press Release dated September 25, 2003



Item 9.          Regulation FD Disclosure.

                    On September 25, 2003, Chemical Financial Corporation issued the press release attached as Exhibit 99.1 to this Form 8-K, which is here incorporated by reference. This Report and the Exhibit are furnished to, and not filed with, the Commission.























2


SIGNATURES

          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 hereunto duly authorized.


Dated:

September 25, 2003

CHEMICAL FINANCIAL CORPORATION
(Registrant)

 

 

 

 

 

 

By:

/s/Lori A. Gwizdala


 

 

 

Lori A. Gwizdala
Executive Vice President and
Chief Financial Officer




















3


EXHIBIT INDEX

Exhibit No

                Document

   

99.1

Press Release dated September 25, 2003















4


EX-99 3 chemex991_092503.htm CHEMICAL EXHIBIT 99.1 TO FORM 8-K CHEMICAL EXHIBIT 99.1 TO FORM 8-K - 09/25/03

EXHIBIT 99.1


NASDAQ:
FOR RELEASE:
DATE:

CHFC
IMMEDIATELY
SEPTEMBER 25, 2003

 

 

CONTACT:

CHEMICAL FINANCIAL CORPORATION
David B. Ramaker, President and Chief Executive Officer
(989) 839-5350

 

 

 

CALEDONIA FINANCIAL CORPORATION
Lawrence B. Fitch, President and Chief Executive Officer
(616) 891-8113



CHEMICAL FINANCIAL CORPORATION
TO ACQUIRE CALEDONIA FINANCIAL CORPORATION

          Midland, Michigan and Caledonia, Michigan - David B. Ramaker, President and CEO of Chemical Financial Corporation ("Chemical"), and Lawrence B. Fitch, President and CEO of Caledonia Financial Corporation ("Caledonia"), announced that they have signed a definitive agreement for the acquisition of Caledonia by Chemical. Caledonia is the parent company of the State Bank of Caledonia, which will continue to operate as a separate subsidiary of Chemical until the bank is restructured in the second quarter of 2004. Mr. Fitch will remain as President while Mr. Ramaker will become Chairman and CEO. In the merger, shareholders of Caledonia will receive $39.00 cash for each share of Caledonia common stock in a taxable transaction. The total value of the transaction is currently estimated at approximately $55.3 million. Chemical expects the transaction to be slightly accretive in 2004.

          Caledonia is a bank holding company headquartered in Caledonia, Michigan, with total assets of approximately $210 million, total deposits of $181 million and total shareholders' equity of $21.3 million, all as of June 30, 2003. Caledonia provides banking services through four offices located in Kent, Kalamazoo and Barry counties in Michigan.

          Chemical Financial Corporation is a multi-bank holding company headquartered in Midland, Michigan, with total assets of approximately $3.6 billion as of June 30, 2003. Chemical's three subsidiary banks operate 129 "Chemical Bank" offices and two loan production offices spread over 32 counties in the lower peninsula of Michigan. Chemical is the fourth largest bank holding company (based on assets) with headquarters in Michigan.





PRESS RELEASE
September 25, 2003
Page 2


          Mr. Ramaker stated, "Caledonia is a strong organization with good prospects for the future. Combined with our recent acquisitions in West Michigan, the merger will add to Chemical's base in the attractive West Michigan market. This merger will fill the gap between Chemical Bank West's offices in the Grand Rapids metropolitan area and Chemical Bank Shoreline's offices in Benton Harbor and Marshall, Michigan. We believe Chemical's community bank philosophy will be well received by Caledonia's customers."

          According to Mr. Fitch, "The merger with Chemical will permit us to offer to our customers a greater variety of banking products and financial services, such as cash management and trust and investment management services. This will enhance our ability to satisfy all of the financial services needs of our customers. At the same time, we believe Chemical's focus on community banking will cause Chemical to continue to provide the personal service that Caledonia's customers currently receive."

          The merger is subject to approval by Caledonia shareholders, approval by banking regulators, and other customary conditions. It is expected to be completed during the fourth quarter of this year.

          In the second quarter of 2004, Chemical expects to restructure the State Bank of Caledonia into Chemical's current three subsidiary bank structure. The offices in Caledonia, Middleville and Dutton will become a part of Chemical Bank West and its recently created community bank in Grand Rapids. This will expand the ability of Chemical Bank West-Grand Rapids to cover the southern portion of the Grand Rapids marketplace. The Kalamazoo location will be combined with existing offices of Chemical Bank Shoreline in the Kalamazoo area to create a new "community bank" in Kalamazoo, Chemical Bank Shoreline-Kalamazoo. Mr. Fitch will be the Chairman of the newly created community bank board and Mark Montross (currently Senior Vice President at Chemical Bank Shoreline) will become the Community Bank President. Chemical also expects Mr. Fitch to become a member of the regional board of directors of Chemical Bank Shoreline.





PRESS RELEASE
September 25, 2003
Page 3


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

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 wishes to caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made, and to advise 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.

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