FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MICHIGAN 38-2022454
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
333 E. MAIN STREET, MIDLAND, MICHIGAN 48640
(Address of Principal Executive Offices) (Zip Code)
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CHEMICAL FINANCIAL CORPORATION
1998 STOCK PURCHASE PLAN FOR SUBSIDIARY DIRECTORS
(Full Title of the Plan)
LORI A. GWIZDALA Copies to: JEFFREY A. OTT
SENIOR VICE PRESIDENT AND WARNER NORCROSS & JUDD LLP
CHIEF FINANCIAL OFFICER 900 OLD KENT BUILDING
CHEMICAL FINANCIAL CORPORATION 111 LYON STREET, N.W.
333 E. MAIN STREET GRAND RAPIDS, MICHIGAN 49503-2487
MIDLAND, MICHIGAN 48640
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(Name and Address of Agent for Service)
(517) 839-5358
(Telephone Number, Including Area Code, of Agent for Service)
<F1> In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein, plus an indeterminate number of additional shares as may be required to be issued in the event of an adjustment as a result of an increase in the number of issued shares of Common Stock resulting from a subdivision of such shares, the payment of stock dividends or certain other capital adjustments. <F2> Estimated solely for the purpose of calculating the registration fee. <F3> On January 4, 1999, the average of the bid and asked prices of the Common Stock of Chemical Financial Corporation was $34.41 per share. The registration fee is computed in accordance with Rule 457(h) and (c). |
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant and the 1998 Stock Purchase Plan for Subsidiary Directors (the "Plan") with the Securities and Exchange Commission are incorporated in this registration statement by reference:
(a) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act").
(b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since the end of the
fiscal year covered by the annual report referred to in (a)
above.
(c) The description of the Registrant's common stock, $1 par value, which is contained in the Registrant's Form 8-A registration statement filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant and the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part of this registration statement from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Chemical Financial Corporation ("Chemical") is obligated under its Restated Articles of Incorporation to indemnify its directors, officers, employees and agents and persons who serve or have served at the request of Chemical as directors, officers, employees, agents or partners of another corporation or other enterprise to the fullest extent permitted under the Michigan Business Corporation Act (the "MBCA").
Sections 561 through 571 of the MBCA contain provisions governing the indemnification of directors and officers by Michigan corporations. That statute provides that a corporation has the power to indemnify a person who was or is a party or is threatened to be made a party to a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses (including attorneys' fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit or proceeding, if the person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and with respect to a criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful. The termination of an action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and, with respect to a criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
Indemnification of expenses (including attorneys' fees) and amounts paid in settlement is permitted in derivative actions, except that indemnification is not allowed for any claim, issue or matter in which such person has been found liable to the corporation unless and to the extent that a court decides indemnification is proper. To the extent that any such person has been successful on the merits or otherwise in defense of an action, suit or proceeding, or in defense of a claim, issue or matter in the action, suit or proceeding, he or she shall be indemnified against actual and reasonable expenses (including attorneys' fees) incurred by him or her in connection with the action, suit or proceeding, and any action, suit or proceeding brought to enforce the mandatory indemnification
provided under the MBCA. The MBCA permits partial indemnification for a portion of expenses (including reasonable attorneys' fees), judgments, penalties, fines and amounts paid in settlement to the extent the person is entitled to indemnification for less than the total amount.
A determination that the person to be indemnified meets the applicable standard of conduct and an evaluation of the reasonableness of the expenses incurred and amounts paid in settlement shall be made by a majority vote of a quorum of the board of directors who are not parties or threatened to be made parties to the action, suit or proceeding, by a majority vote of a committee of not less than two disinterested directors, by independent legal counsel, by all "independent directors" not parties or threatened to be made parties to the action, suit or proceeding, or by the shareholders. An authorization for payment of indemnification may be made by: (a) the board of directors by (i) a majority vote of 2 or more directors who are not parties or threatened to be made parties to the action, suit or proceeding, (ii) a majority vote of a committee of 2 or more directors who are not parties or threatened to be made parties to the action, suit or proceeding, (iii) a majority vote of 1 or more "independent directors" who are not parties or threatened to be made parties to the action, suit or proceeding, or (iv) if the corporation lacks the appropriate persons for alternatives (i) through (iii), by a majority vote of the entire board of directors; or (b) the shareholders. Under the MBCA, Chemical may indemnify a director without a determination that the director has met the applicable standard of conduct unless the director received a financial benefit to which he or she was not entitled, intentionally inflicted harm on the corporation or its shareholders, violated Section 551 of the MBCA (which prohibits certain dividends, distributions and loans to insiders of the corporation), or intentionally committed a criminal act. A director may file for a court determination of the propriety of indemnification in any of the situations set forth in the preceding sentence.
Under the MBCA, Chemical must pay or reimburse the reasonable expenses incurred by a director, officer, employee or agent who is a party or threatened to be made a party to an action, suit or proceeding in advance of final disposition of the proceeding if (1) the person furnishes the corporation a written affirmation of his or her good faith belief that he or she has met the applicable standard of conduct, and (2) the person furnishes the corporation a written undertaking to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct, which undertaking need not be secured.
The indemnification provisions of the MBCA are not exclusive of the rights to indemnification under a corporation's articles of incorporation or bylaws or by agreement. However, the total amount of expenses advanced or indemnified from all sources combined may not exceed the amount of actual expenses incurred by the person seeking
indemnification or advancement of expenses. The indemnification provided for under the MBCA continues as to a person who ceases to be a director, officer, employee or agent.
The MBCA permits Chemical to purchase insurance on behalf of its directors, officers, employees and agents against liabilities arising out of their positions with Chemical, whether or not such liabilities would be within the above indemnification provisions. Pursuant to this authority, Chemical maintains such insurance on behalf of its directors, officers, employees and agents.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits have been filed as part of this registration statement:
EXHIBIT
NUMBER DOCUMENT
4.1 Chemical's Restated Articles of Incorporation, previously filed
as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q
for the period ended June 30, 1998, are incorporated herein by
reference.
4.2 Chemical's Bylaws, previously filed as Exhibit 4(b) to the
Registrant's Form S-8 Registration Statement No. 33-47356 filed
April 28, 1992, are incorporated herein by reference.
4.3 The Chemical Financial Corporation 1998 Stock Purchase Plan for
Subsidiary Directors.
5 Opinion Regarding Legality of Securities Offered.
23.1 Consent of Warner Norcross & Judd LLP--Included in Exhibit 5 and
incorporated herein by reference.
23.2 Consent of Ernst & Young LLP.
24 Powers of Attorney
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ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933 (the
"Securities Act");
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment thereto) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act and each filing of the
Plan's annual report pursuant to Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Midland, State of Michigan, on this 6th day of January, 1999.
CHEMICAL FINANCIAL CORPORATION
By /S/ Aloysius J. Oliver Aloysius J. Oliver President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE
*/s/James A. Currie Director January 6, 1999
James A. Currie
*/s/Michael L. Dow Director January 6, 1999
Michael L. Dow
*/s/Terence F. Moore Director January 6, 1999
Terence F. Moore
/s/Alan W. Ott Director and Chairman of January 6, 1999
Alan W. Ott the Board
*/s/Frank P. Popoff Director January 6, 1999
Frank P. Popoff
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*/s/Lawrence A. Reed Director January 6, 1999
Lawrence A. Reed
_______________________ Director January __, 1999
William S. Stavropoulos
/s/Aloysius J. Oliver President, Chief Executive January 6, 1999
Aloysius J. Oliver Officer and Director
(Principal Executive Officer)
/s/Lori A. Gwizdala Senior Vice President, January 6, 1999
Lori A. Gwizdala Chief Financial Officer
and Treasurer (Principal
Financial and Accounting
Officer)
*By /s/Lori A. Gwizdala
Lori A. Gwizdala
Attorney-in-Fact
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EXHIBIT INDEX
EXHIBIT
NUMBER DOCUMENT
4.1 The Corporation's Restated Articles of
Incorporation, filed as Exhibit 3.1
to the Registrant's Quarterly Report on Form
10-Q for the period ended June 30, 1998
are incorporated herein by reference
4.2 The Corporation's Bylaws, filed as Exhibit 4(b)
to the Registrant's Form S-8 Registration
Statement No. 33-47356 filed April 28,
1992, are incorporated herein by reference.
4.3 The Chemical Financial Corporation 1998 Stock
Purchase Plan for Subsidiary Directors.
5 Opinion Regarding Legality of Securities Offered.
23.1 Consent of Warner Norcross & Judd LLP--Included
in Exhibit 5 and incorporated herein by reference.
23.2 Consent of Ernst & Young LLP.
24 Powers of Attorney
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EXHIBIT 4.3
CHEMICAL FINANCIAL CORPORATION
1998 STOCK PURCHASE PLAN FOR SUBSIDIARY DIRECTORS
1. ESTABLISHMENT OF PLAN; PURPOSE. Chemical Financial Corporation (the "Corporation") hereby establishes the Chemical Financial Corporation 1998 Stock Purchase Plan For Subsidiary Directors (the "Plan"). The purpose of the Plan is to provide non-employee directors of subsidiaries of the Corporation with a convenient method of acquiring shares of the Corporation's common stock, $1.00 par value ("Common Stock"). The Board of Directors of the Corporation believes that increasing the financial interest in the Corporation of directors of the Corporation's subsidiaries will create a unity of purpose and identity, and will be beneficial to the growth of the Corporation and all of its corporate affiliates. Subject to appropriate adjustment as required in connection with any change in the capital structure of the Corporation, a maximum of 25,000 shares of Common Stock shall be available under the Plan.
2. ELIGIBILITY. Any person who serves a s a director or advisory director of a corporation in which the Corporation owns, directly or indirectly, 50 percent or more of the combined voting power of that corporation's outstanding voting securities (a "Subsidiary") and who is not a director of the Corporation or an employee of the Corporation or of any Subsidiary (a "Subsidiary Director"), is eligible to participate in the Plan. A Subsidiary Director shall be eligible to become a participant in the Plan on the first day of the individual's term as a Subsidiary Director.
3. ELECTION TO PARTICIPATE. Subsidiary Directors may elect to participate in the Plan by signing a written election on a form provided by the Corporation for that purpose and submitting it to the Corporation, directed to the attention of the Corporation's Chief Financial Officer. The participant may elect to have either all or 50 percent of the income otherwise payable by a Subsidiary in cash to a director for (a) attendance at meetings of the board of directors of the Subsidiary and/or (b) attendance at meetings of committees of the board of directors of the Subsidiary (collectively, "Director's Fees") forwarded by the Subsidiary directly to the Corporation to be used to purchase shares of Common Stock. An election to participate in the Plan shall be effective on the date indicated in the acknowledgment of commencement date issued to the participant by the Corporation. Depending upon each participant's election, either all or 50 percent of the Director's Fees otherwise payable to each participant will be held in an account by the Corporation on behalf of each participant (the "Participant Cash Accounts"). The Corporation will have no obligation to pay interest on the balances in Participant Cash Accounts.
4. ISSUANCE OF SHARES. The amounts credited to Participant Cash Accounts each month will be used to purchase and applied against the purchase price of Common Stock. Each Participant Cash Account will be debited monthly. The purchase price for each share of Common Stock shall be the mean of the bid and asked prices of shares of Common Stock as quoted on The Nasdaq Stock Market national market securities system on the last business day of each calendar month ("Market Value"). Stock will be issued by the Corporation directly to the Plan participant once each calendar year in the month of January. The Company will maintain an account for each participant (the "Participant Stock Account") reflecting the number of shares of Common Stock deemed to have been purchased each month, and to be issued at year-end, calculated by dividing the balance of the Participant Cash Account on the last business day of each calendar month by the Market Value as of that date. No fractional shares will be purchased or issued; instead, any cash balance remaining in a Participant Cash Account after application toward the purchase of the maximum number of whole shares in a given month will be carried over and applied to the purchase price of Common Stock in the next calendar month. The share certificates will be issued once annually in the name of the Plan participant alone or, at the Plan participant's written election, in the joint names of the Plan participant and his or her spouse or to a trust created by the participant. Share certificates will be mailed to the Plan participant directly by Chemical Bank and Trust Company, as transfer agent for the Common Stock.
5. TERMINATION OF PARTICIPATION; VESTING. A participant will cease to be eligible to participate in the Plan upon termination of service as a Subsidiary Director, whether by reason of death, resignation or otherwise. All cash in the Participant Cash Account as of the date of such termination will be returned to the participant, if living. If the participant is not then living, the balance in the Participant Cash Account will be paid by the Corporation directly to the participant's spouse, if living, and otherwise to the participant's estate. Participants may also voluntarily elect to cease participation in the Plan by giving written notice of withdrawal to the Corporation. After receipt of such written notice of withdrawal, the Corporation will return any balance in the Participant Cash Account to the withdrawing participant at the time share certificates are issued pursuant to Section 4. Upon termination of participation (whether by cessation of eligibility, death or voluntary withdrawal), any stock credited to the Participant Stock Account will be issued to the Plan participant alone or, at the Plan participant's written election, in the joint names of the Plan participant and his or her spouse or to a trust created by the participant. Share certificates will be mailed to the Plan participant directly by Chemical Bank and Trust Company, as transfer agent for the Common Stock. A participant who has withdrawn from participation in the Plan may, if otherwise eligible, again participate in the Plan by following the procedures specified in Section 3 above. The right to receive the balance of the Participant Cash Account and the right to
receive shares of Common Stock represented by the Participant Stock Account shall not be subject to forfeiture for any reason.
6. ADMINISTRATION. The Chief Financial Officer of the Corporation, with the assistance of the personnel officers of the Subsidiaries, shall administer the Plan, shall have full power and authority to interpret the provisions of the Plan, and shall have full power and authority to supervise the administration of the Plan. All determinations, interpretations and selections made by the Chief Financial Officer regarding the Plan shall be final, conclusive and binding on all parties, unless otherwise determined by the Board of Directors of the Corporation. All expenses of administration of the Plan will be paid by the Corporation.
7. AMENDMENT; TERMINATION. The Corporation reserves the right to amend the Plan prospectively or retroactively, in whole or in part, or to terminate the Plan at any time and from time to time, provided, that an amendment or termination may not reduce or revoke the balance of a Participant Cash Account or the number of shares of Common Stock accrued and the amounts represented by them in a Participant Stock Account as of the later of the date of adoption of the amendment or the effective date of the amendment or termination. Notice of any Plan amendment shall be provided to all current Plan participants within thirty (30) days following the date of such amendment.
8. NOTICE. Any notice under this Agreement shall be effective when delivered or when sent by certified mail, return receipt requested. The address of the Corporation for receipt of notices is 333 East Main Street, Midland, Michigan 48640, Attention: Chief Financial Officer. The address of participants for purposes of notices shall be as specified in the election form submitted by each participant, or any changed address as to which a participant shall have given notice to the Corporation in accordance with the terms of this Section.
9. TAX CONSEQUENCES. Each Plan participant will receive annually a report on IRS Form 1099, reflecting the total amount of Director's Fees earned by such individual during the preceding calendar year. The amount indicated on the IRS Form 1099 will be the full amount of such fees, regardless of whether some or all of such fees have been applied to purchase Common Stock under the Plan. To the extent that amounts paid under the Plan are deemed to be net earnings from self-employment, each director shall be responsible for any taxes payable under federal, state or local law. Plan participants are encouraged to seek their own tax and financial planning advice with respect to participation in the Plan.
10. ASSIGNMENT. Amounts promised under the Plan shall not be subject to assignment, conveyance, transfer, anticipation, pledge, alienation, sale, encumbrance or charge, whether voluntary or involuntary, by the
participant, even if directed under a qualified domestic relations order or other divorce order. An interest in any amount shall not provide collateral or security for a debt of a participant or be subject to garnishment, execution, assignment, levy or to another form of judicial or administrative process or to the claim of a creditor of a participant through legal process or otherwise. Any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or to otherwise dispose of benefits payable, before actual receipt of the benefits, or a right to receive benefits, shall be void and shall not be recognized. Any attempt to do so may be treated as an election to withdraw from participation in the Plan.
11. SOURCE OF STOCK. Shares of Common Stock issued pursuant to the Plan will come from the authorized but unissued shares of the Corporation.
12. ADJUSTMENTS FOR DIVIDENDS. If the Corporation should declare a cash or stock dividend or distribution on its issued and outstanding stock, the amount of any cash dividend shall be credited to each Participant Cash Account, based upon the number of shares credited to each Participant Stock Account as of the record date for such dividend, and any stock dividend or distribution shall be credited to each participant's Participant Stock Account, based upon the number of shares credited to each Participant Stock Account as of the record date for such dividend. The balances of the Participant Cash Accounts and the Participant Stock Accounts shall be subject to such other adjustments as are appropriate and equitable in the circumstances upon any other change in the capital structure of the Corporation.
13. EFFECTIVE DATE. The "Effective Date" of the Plan is January 1, 1999. Each Plan provision applies until the effective date of an amendment of that provision. It is intended that the Plan will continue the practice previously established under the Corporation's 1992 Stock Purchase Plan for Subsidiary Directors (the "1992 Plan"), and that no shares of Common Stock will be issued pursuant to the Plan until the share authorization under the 1992 Plan is exhausted. After the Effective Date, an election to participate in effect under the 1992 Plan shall continue in effect on the same terms and serve as the initial election to participate under the Plan. If at the end of any full calendar year there is an excess of cash accumulated under the 1992 Plan relative to the number of shares available for issuance under the original share authorization of the 1992 Plan, such excess cash shall be transferred to the Plan and accounts under the Plan shall be established for each participant in the 1992 Plan with the same outstanding balances as were carried under the 1992 Plan at the end of such calendar year.
14. MISCELLANEOUS. A participant shall be an unsecured general creditor of the Corporation as to the payment of any benefit under the Plan. The right of any participant to be paid the amount promised in the Plan shall be no greater than the right of any other general, unsecured
creditor of the Company. Nothing contained in the Plan shall be deemed to create a trust or fiduciary relationship of any kind for the benefit of any participant. This shall be an unfunded plan within the meaning of the Internal Revenue Code of 1986, as amended. Benefits provided in the Plan constitute only an unsecured contractual promise to pay in accordance with the terms of the Plan by the Corporation.
WARNER NORCROSS & JUDD LLP
Attorneys At Law
900 Old Kent Building
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503-2487
Telephone: (616) 752-2000
Fax: (616) 752-2500
EXHIBIT 5 AND 23.1
January 7, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
RE: CHEMICAL FINANCIAL CORPORATION
REGISTRATION STATEMENT ON FORM S-8
CHEMICAL FINANCIAL CORPORATION
1998 STOCK PURCHASE PLAN FOR SUBSIDIARY DIRECTORS
Dear Sir or Madam:
We represent Chemical Financial Corporation, a Michigan corporation (the "Company"), with respect to the above-captioned registration statement on Form S-8 (the "Registration Statement") filed pursuant to the Securities Act of 1933 (the "Act") to register 25,000 shares of the Company's common stock, $1 par value ("Common Stock").
As counsel for the Company, we are familiar with its Restated Articles of Incorporation and Bylaws and have reviewed the various proceedings taken by the Company to authorize the issuance of the Common Stock to be sold pursuant to the Registration Statement. We have also reviewed and assisted in preparing the Registration Statement. In our review, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.
On the basis of the foregoing, we are of the opinion that when the Registration Statement has become effective under the Act, any and all shares of Common Stock that are the subject of the Registration Statement will, when issued upon payment of the purchase price therefore to the Company, be validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement on Form S-8 covering the Common Stock to be issued pursuant to the 1998 Stock Purchase Plan for Subsidiary Directors.
Very truly yours,
WARNER NORCROSS & JUDD LLP
By: /s/Jeffrey A. Ott
Jeffrey A. Ott
A Partner
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EXHIBIT 23.2
ERNST & YOUNG LLP Suite 1700 Phone 313-596-7100 500 Woodward Avenue Detroit, Michigan 48226-3426
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on Form S-8 of Chemical Financial Corporation, pertaining to the registration of 25,000 shares of common stock with respect to the Chemical Financial Corporation 1998 Stock Purchase Plan for Subsidiary Directors, of our report dated January 20, 1998, with respect to the consolidated financial statements of Chemical Financial Corporation, incorporated by reference in the Annual Report (Form 10-K) for the year ended December 31, 1997, filed with the Securities and Exchange Commission.
/S/ERNST & YOUNG LLP
January 6, 1999
Detroit, Michigan
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EXHIBIT 24
LIMITED POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both, as the case may be, of Chemical Financial Corporation, does hereby appoint ALAN W. OTT, ALOYSIUS J. OLIVER, and LORI A. GWIZDALA, and any of them severally, his or her attorney or attorneys with full power of substitution to execute in his or her name, in his or her capacity as a director or officer, or both, as the case may be, of Chemical Financial Corporation, a Form S-8 Registration Statement of Chemical Financial Corporation for the 1998 Stock Purchase Plan for Subsidiary Directors, any and all pre- effective or post-effective amendments to such Registration Statement, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission.
December 14, 1998 /s/James A. Currie
James A. Currie
Director
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LIMITED POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both, as the case may be, of Chemical Financial Corporation, does hereby appoint ALAN W. OTT, ALOYSIUS J. OLIVER, and LORI A. GWIZDALA, and any of them severally, his or her attorney or attorneys with full power of substitution to execute in his or her name, in his or her capacity as a director or officer, or both, as the case may be, of Chemical Financial Corporation, a Form S-8 Registration Statement of Chemical Financial Corporation for the 1998 Stock Purchase Plan for Subsidiary Directors, any and all pre- effective or post-effective amendments to such Registration Statement, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission.
December 14, 1998 /s/Michael L. Dow
Michael L. Dow
Director
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LIMITED POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both, as the case may be, of Chemical Financial Corporation, does hereby appoint ALAN W. OTT, ALOYSIUS J. OLIVER, and LORI A. GWIZDALA, and any of them severally, his or her attorney or attorneys with full power of substitution to execute in his or her name, in his or her capacity as a director or officer, or both, as the case may be, of Chemical Financial Corporation, a Form S-8 Registration Statement of Chemical Financial Corporation for the 1998 Stock Purchase Plan for Subsidiary Directors, any and all pre- effective or post-effective amendments to such Registration Statement, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission.
December 14, 1998 /s/Terence F. Moore
Terence F. Moore
Director
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LIMITED POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both, as the case may be, of Chemical Financial Corporation, does hereby appoint ALAN W. OTT, ALOYSIUS J. OLIVER, and LORI A. GWIZDALA, and any of them severally, his or her attorney or attorneys with full power of substitution to execute in his or her name, in his or her capacity as a director or officer, or both, as the case may be, of Chemical Financial Corporation, a Form S-8 Registration Statement of Chemical Financial Corporation for the 1998 Stock Purchase Plan for Subsidiary Directors, any and all pre- effective or post-effective amendments to such Registration Statement, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission.
December 14, 1998 /s/Frank P. Popoff
Frank P. Popoff
Director
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LIMITED POWER OF ATTORNEY
The undersigned, in his or her capacity as a director or officer, or both, as the case may be, of Chemical Financial Corporation, does hereby appoint ALAN W. OTT, ALOYSIUS J. OLIVER, and LORI A. GWIZDALA, and any of them severally, his or her attorney or attorneys with full power of substitution to execute in his or her name, in his or her capacity as a director or officer, or both, as the case may be, of Chemical Financial Corporation, a Form S-8 Registration Statement of Chemical Financial Corporation for the 1998 Stock Purchase Plan for Subsidiary Directors, any and all pre- effective or post-effective amendments to such Registration Statement, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission.
December 14, 1998 /s/Lawrence A. Reed
Lawrence A. Reed
Director
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