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The following is an excerpt from a S-4 SEC Filing, filed by MACATAWA BANK CORP on 12/28/2001.
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MACATAWA BANK CORP - S-4 - 20011228 - STOCKHOLDERS

Voting Securities and Principal Shareholders of Grand

Shareholders of record of Grand common stock as of the close of business on _____________, 2002, are entitled to one vote for each share then held. As of that date, Grand had 134,959 shares of its common stock outstanding.

Major Shareholders

The following table sets forth information for each person who was the beneficial owner of more than 5% of Grand's outstanding shares of common stock as of September 30, 2001.

                                                      Amount and Nature of
                                                     Beneficial Ownership of
                                                    Grand Common Stock(1)(2)
                                           -----------------------------------------------
                                              Sole Voting         Shared                                 Macatawa Common
                                                  and            Voting or       Total        Percent      Stock to be
            Name and Address of               Dispositive       Dispositive   Beneficial        of         Received in
             Beneficial Owner                    Power           Power(3)      Ownership       Class        Merger(4)
---------------------------------------------------------------------------------------------------------------------------
Peter C. Cook                                    11,728              916        12,644         9.37%         222,507
Owen Pyle Jr.                                      -               9,900         9,900         7.34%         174,219
Charles C. and Janet Stoddard                     176             12,900        13,076         9.68%         230,110
Richard L. Trumley, Trustee of the
  Richard L. Trumley Trust, u/a/d 10-21-85         -               6,767         6,767         5.01%         119,084

(1) The information shown in this table is based upon information furnished to Macatawa by the individuals named in the table.

(2) The numbers of shares stated are based on information furnished by each person listed and include shares personally owned of record by that person and shares that under applicable regulations are considered to be otherwise beneficially owned by that person. Under these regulations, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power or dispositive power with respect to the security. Voting power includes the power to vote or direct the voting of the security. Dispositive power includes the power to dispose or direct the disposition of the security. A person is also considered the beneficial owner of a security if the person has a right to acquire beneficial ownership of the security within 60 days. Shares held in fiduciary capacities by Grand are not included unless otherwise indicated. Grand and the directors and officers of Grand and Grand Bank disclaim beneficial ownership of shares held by Grand or Grand Bank in fiduciary capacities.

(3) These numbers include shares as to which the listed person is legally entitled to share voting or dispositive power by reason of joint ownership, trust or other contract or property right, and shares held by spouses and minor children over whom the listed person may have influence by reason of relationship. Shares held in fiduciary capacities by Grand are not included unless otherwise indicated. The directors and officers of Grand and Grand Bank, by reason of their positions, may be in a position to influence the voting or disposition of shares held in trust by Grand to some degree, but disclaim beneficial ownership of these shares.

(4) This column reflects the number of shares of Macatawa common stock to be issued to the specified person in exchange for the number of shares of Grand common stock as of November 20, 2001 held by such person as shown above.

(5) These numbers consist of shares held in various fiduciary capacities through the trust department of Grand Bank. Grand and the directors and officers of Grand and Grand Bank disclaim beneficial ownership of these shares.

(6) These numbers include shares of restricted Grand common stock and shares of Grand common stock that may be acquired through the exercise of stock options within 60 days.

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Directors and Executive Officers

The following table sets forth certain information concerning the number of shares of Grand common stock held as of November 17, 2001, by each of Grand's directors, each of the named executive officers of Grand, and all of Grand's directors and executive officers as a group. Information with respect to shares held in certain Grand benefit plans incorporated in the following table is based on the most recent information available for those plans, as indicated in the footnotes to the table.

                                                    Amount and Nature of
                                      Beneficial Ownership of Grand Common Stock(1)(2)

                                                              Shared
          Name of                        Sole Voting        Voting or            Total             Percent        Macatawa Common
      Beneficial Owner                  and Dispositive     Dispositive         Beneficial           of        Stock to be Received
                                             Power            Power(3)          Ownership          Class          in Merger(4)
------------------------------------------------------------------------------------------------------------------------------
Henry Bouma                                 4,351               640               4,991            3.70%               87,831
Robert W. DeJonge                              75             1,136               1,211            0.90%               21,311
Brian L. Downs                              2,173                 -               2,173            1.59%               38,240
William H. Fickes                               -             1,078               1,078            0.80%               18,970
Bill Hardiman                                   -                 -                   -            0.00%                    -
J.C. Huizenga                               1,090               720               1,810            1.34%               31,852
Birgit Klohs                                   20                 -                  20            0.01%                  351
Harvey Koning                               1,250                 -               1,250            0.93%               21,997
R. Lawrence Leigh                           1,635             1,125               2,760            2.05%               48,570
Arend Lubbers                                   -               140                 140            0.10%                2,463
Douglas Meijer                              1,500                 -               1,500            1.11%               26,396
Owen Pyle Jr.                                   -             9,900               9,900            7.34%              174,219
Richard Ross                                    -             1,905               1,905            1.41%               33,523
Dana Sommers                                  134             1,134               1,268            0.94%               22,314
Gordon Stauffer                                 -             2,060               2,060            1.53%               36,251
Charles C. Stoddard                           176            12,900              13,076            9.68%              230,110
Gary Vos                                        -             3,664               3,664            2.71%               64,478
Thomas J. Wesholski                         2,000                 -               2,000            1.46%               35,195

------------------------------------------------------------------------------------------------------------------------------
All directors and
executive officers
as a group (18 persons)                    17,348            29,794              47,142           33.85%              894,071
------------------------------------------------------------------------------------------------------------------------------

(1) The information shown in this table is based upon information furnished to Macatawa by the individuals named in the table.

(2) The numbers of shares stated are based on information furnished by each person listed and include shares personally owned of record by that person and shares that under applicable regulations are considered to be otherwise beneficially owned by that person. Under these regulations, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power or dispositive power with respect to the security. Voting power includes the power to vote or direct the voting of the security. Dispositive power includes the power to dispose or direct the disposition of the security. A person is also considered the beneficial owner of a security if the person has a right to acquire beneficial ownership of the security within 60 days. Shares held in fiduciary capacities by Grand are not included unless otherwise indicated. Grand and the directors and officers of Grand and Grand disclaim beneficial ownership of shares held by Grand in fiduciary capacities.

(3) These numbers include shares as to which the listed person is legally entitled to share voting or dispositive power by reason of joint ownership, trust or other contract or property right, and shares held by spouses and minor children over whom the listed person may have influence by reason of relationship. Shares held in fiduciary capacities by Grand are not included unless otherwise indicated. The directors and officers of Grand and Grand Bank, by reason of their

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positions, may be in a position to influence the voting or disposition of shares held in trust by Grand Bank to some degree, but disclaim beneficial ownership of these shares.

(4) This column reflects the number of shares of Macatawa common stock to be issued to the specified person in exchange for the number of shares of Grand common stock as of November 20, 2001 held by such person as shown above.

(5) These numbers consist of shares held in various fiduciary capacities through the trust department of Grand. Grand and the directors and officers of Grand and Grand disclaim beneficial ownership of these shares.

(6) These numbers include shares of restricted Grand common stock and shares of Grand common stock that may be acquired through the exercise of stock options within 60 days.

Interests of Certain Persons in the Merger

Certain members of management and Board of Directors of Grand and its subsidiaries may be deemed to have interests in the Merger in addition to their interests as shareholders of Grand generally. The Grand Board of Directors was aware of these interests and considered them, among other matters, in approving the Merger Agreement.

Employment and Noncompetition Agreements

Three of Grand Bank's executive officers, Messrs. Downs, Fickes, and Wesholski, have entered into amended and restated employment agreements with Grand Bank, which have been approved and guaranteed by Macatawa. These agreements contain severance provisions entitling the officers, in certain circumstances, to compensation and benefits upon their termination or resignation. They would amend and replace pre-existing employment agreements as of the Effective Time of the Merger. Under these amended employment agreements, if the executive resigns from Grand Bank other than for a good reason, he will receive severance payments of monthly salary at a rate which approximates the rate expected to be in effect prior to the Effective Time of the Merger, and medical benefits for the shorter of the year following his resignation or the remainder of the two-year period following the Effective Time of the Merger. However, these payments and benefits are terminated if he competes with Grand or Macatawa in Kent or Ottawa counties. If any of these executives is terminated for cause or resigns for a good reason, he will receive a lump sum payment equal to an amount similar to his monthly salary multiplied by the number of months remaining in the two-year period following the Effective Time of the Merger and medical benefits for the number of months remaining in the two-year period. In addition, Messrs. Downs, Fickes, and Wesholski will each receive a bonus payment ($50,000 for Messrs. Downs and Fickes and $70,000 for Mr. Wesholski), if he remains employed by Grand Bank for two years following the Effective Time of the Merger.

Mr. DeJonge has a pre-existing employment agreement with Grand Bank. Under that agreement, if his employment with Grand Bank is terminated due to change of control of Grand Bank, he will be entitled to outplacement services and two year's salary, payable monthly, provided he does not solicit Grand customers.

It is not expected that Mr. Stoddard will continue to serve as a director or officer of Macatawa or Grand Bank after the Merger. Grand Bank and Mr. Stoddard have entered into a noncompetition agreement that will become effective if the Merger takes place. Under this agreement, Mr. Stoddard will resign as an employee and director of Grand and Grand Bank as of the Effective Time of the Merger, and he will receive payments in twenty-four monthly installments of an amount equal to the average of his annual salaries for 2002, 2001 and 2000 plus the average of his annual bonuses for 2001 and 2000 divided by 12. He will also receive certain medical and similar benefits for up to 24 months. However, these payments and benefits will be terminated if he competes with Grand or Macatawa in Kent or Ottawa counties. These payments are similar to amounts he would have been entitled to under his pre-existing employment agreement with Grand Bank, which will be superceded by the separation agreement as of the Effective Time of the Merger.

Macatawa's Board of Directors

After the Merger is completed, the number of members of Macatawa's Board of Directors will be increased by one member. The new member will be a current member of Grand's Board of Directors to be selected by Grand and subject to approval by Macatawa's Board of Directors. That director has not yet been identified.

Conversion of Stock Options and Phantom Stock

Grand's stock option plans and phantom stock plan have been amended to include terms that would cause the stock options and phantom stock held by Grand's management who participate in these plans to be converted if the Merger between Macatawa and Grand is consummated. Under Grand's amended stock option plan and the Merger Agreement,

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each existing Grand stock option would be converted into an option to purchase a number of shares of Macatawa common stock equal to the original number of shares of Grand common stock subject to the option multiplied by the Exchange Ratio. The option price for each such option will be adjusted by dividing the original option price by the Exchange Ratio.

Certain previously awarded but unvested stock options will vest upon the completion of the Merger. The following numbers of stock options would vest for the following executive officers: 19 for Mr. DeJonge, 18 for Mr. Downs, 20 for Mr. Fickes and 44 for Mr. Stoddard.

Immediately before the Effective Time of the Merger, Grand's phantom stock plan will be terminated and each unit of phantom stock will be converted into a right to receive in cash the difference between the appraised value of Grand common stock on the date of issue of the phantom stock units and the average per share trading price of Macatawa common stock on the five trading days prior to the Effective Time of the Merger multiplied by the Exchange Ratio. Certain previously awarded but unvested phantom stock units will vest upon the termination of the phantom stock plan. The following numbers of phantom stock units would vest for the following executive officers: 1,344 for Mr. DeJonge, 1,410 for Mr. Downs, 1,461 for Mr. Fickes, 1,695 for Mr. Stoddard and 1,590 for Mr. Wesholski. If the average per share trading price of Macatawa common stock as computed under the plan was $_____ (the closing price on _________________) the executive officers would receive cash payments under the phantom stock plan as follows: Mr. DeJonge $_______; Mr. Downs $_______; Mr. Fickes $_______; Mr. Stoddard $_______ and Mr. Wesholski $_______.

Macatawa Stock

Directors and executive officers of Grand collectively were the beneficial owners of a total of 47,142 shares of Macatawa common stock as of the record date.

Indemnification; Directors' and Officers' Liability Insurance

Macatawa has also agreed to honor the rights to indemnification and advancement of expenses now existing in favor of the directors and officers of Grand and its subsidiaries under their articles of incorporation or bylaws. These provisions are contractual rights enforceable by Grand directors and officers which will remain in effect following the Merger and will continue with respect to acts or omissions occurring before the Effective Time of the Merger.

Macatawa has agreed to use all reasonable efforts to cause the officers and directors of Grand immediately prior to the Merger to be covered for a period of at least the six years after the Effective Time of the Merger by the directors' and officers' liability insurance policy maintained by Grand with respect to acts or omissions occurring before the Merger. Macatawa may substitute new coverage for Grand's current coverage under policies offering at least the same coverage and amounts. For a description of the specific terms of the Merger Agreement concerning indemnification and insurance, see "The Merger and Merger Agreement - Insurance and Indemnification" above.

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General Information

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