Securities and Exchange CommissionWashington, D.C. 20549
FORM 10-K
(X)
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2000
( )
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: 1-9202
ChoiceOne Financial Services, Inc.(Exact Name of Registrant as Specified in its Charter)
Michigan(State or Other Jurisdiction ofIncorporation or Organization)
38-2659066(I.R.S. Employer Identification No.)
109 East Division Street, Sparta, Michigan(Address of Principal Executive Offices)
49345(Zip Code)
(616) 887-7366(Registrant's Telephone Number, Including Area Code)
Securities Registered pursuant to Section 12(g) of the Securities Exchange Act of 1934:
Common Stock(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 in this form, 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. (X)
As of February 28, 2001, the aggregate market value of the Common Stock held by non-affiliates of the registrant was approximately $20,286,000. This amount is based on the average of the bid and asked price of $14.63 per share for the registrant's stock as of such date.
As of February 28, 2001, the registrant had outstanding 1,387,102 shares of Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Part I, Item 1, and Part II, Items 5 through 8 incorporate by reference portions of the Registrant's Annual Report to Shareholders for the year ended December 31, 2000.
Part III, Items 10 through 13 incorporate by reference portions of the Registrant's Definitive Proxy Statement for the Registrant's Annual Meeting of Shareholders to be held May 1, 2001.
FORWARD-LOOKING STATEMENTS
This report and the documents incorporated into this report contain 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 the Registrant itself. Words such as "anticipates," "believes," "expects," "forecasts," "intends," "is likely," "plans," "predicts," "projects," "may," "could," "estimates," variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions ("risk 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, implied or forecasted in such forward-looking statements. Furthermore, the Registrant undertakes no obligation to update, amend, or clarify forward-looking statements, whether as a result of new information, future events, or otherwise.
Risk 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; 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 risk factors that could cause a difference between an ultimate actual outcome and a preceding forward-looking statement.
PART I
Item 1. Business
General
ChoiceOne Financial Services, Inc. (the "Registrant") is a one-bank holding company registered under the Bank Holding Company Act of 1956, as amended. The Registrant was incorporated on February 24, 1986. The Registrant was formed to create a bank holding company for the purpose of acquiring all of the capital stock of ChoiceOne Bank (formerly Sparta State Bank), which became a wholly owned subsidiary of the Registrant on April 6, 1987. The Registrant's only subsidiary and significant asset as of December 31, 2000, was ChoiceOne Bank (the "Bank"). Effective January 1, 1996, the Bank acquired all of the outstanding common stock of ChoiceOne Insurance Agencies, Inc. (formerly Bradford Insurance Centre, Ltd.), an independent insurance agency headquartered in Sparta, Michigan (the "Insurance Agency"). Effective August 1, 1997, the Bank acquired all of the outstanding common stock of ChoiceOne Travel, Inc. (formerly Alpine Travel, Inc.), a travel agency with one location in Comstock Park, Michigan (the "Travel Agency").
The Registrant's business is primarily concentrated in a single industry segment - commercial banking. The Bank is a full-service banking institution that offers a variety of deposit, payment, credit and other financial services to all types of customers. These services include time, savings, and demand deposits, safe deposit services, and automated transaction machine services. Loans, both commercial and consumer, are extended primarily on a secured basis to corporations, partnerships and individuals. Commercial lending covers such categories as business, industry, agricultural, construction, inventory and real estate. The Bank's consumer loan and residential
The Bank's primary market area consists of portions of Kent, Muskegon, Newaygo and Ottawa counties in Michigan in the communities where the Bank's offices are located and the areas immediately surrounding these communities. Currently the Bank serves these markets through five full-service offices and one office with drive-up facilities only. The Registrant and the Bank have no foreign assets or income.
The principal source of revenue for the Registrant and the Bank is interest and fees on loans. On a consolidated basis, interest and fees on loans accounted for 83% of total revenues in 2000, 82% in 1999, and 80% in 1998. Interest on investment securities accounted for 5% of total revenues in 2000, 6% in 1999, and 7% in 1998.
The Consolidated Financial Statements incorporated by reference in Part II, Item 8 contain information concerning the financial position and results of operations of the Registrant.
Competition
The business of banking is highly competitive. The Bank's competition primarily comes from other financial institutions located within Sparta, Michigan, and the Kent County, Michigan area. There are a number of larger commercial banks in the Bank's primary market area.
The Bank also competes with a large number of other financial institutions, such as savings and loan associations, insurance companies, consumer finance companies, credit unions and commercial finance and leasing companies for deposits, loans and service business. Money market mutual funds, brokerage houses and nonfinancial institutions provide many of the financial services offered by the Bank. Many of these competitors have substantially greater resources than the Bank. The principal methods of competition for financial services are price (the rates of interest charged for loans, the rates of interest paid for deposits and the fees charged for services) and the convenience and quality of services rendered to customers.
Supervision and Regulation
Banks and bank holding companies are extensively regulated. The Registrant is subject to supervision and regulation by the Board of Governors of the Federal Reserve System (the "Federal Reserve Board"). The Registrant's activities are generally limited to owning or controlling banks and engaging in such other activities as the Federal Reserve Board may determine to be closely related to banking. Prior approval of the Federal Reserve Board, and in some cases various other government agencies, is required for the Registrant to acquire control of any additional banks or other operating subsidiaries.
The Bank is chartered under state law and is subject to regulation by the Office of Financial and Insurance Services of the Michigan Department of Consumer and Industry Services. State banking laws place restrictions on various aspects of banking, including permitted activities, loan interest rates, branching, payment of dividends and capital and surplus requirements. The Bank is a member of the Federal Reserve System and is also subject to regulation by the Federal Reserve Board. The Bank's deposits are insured by the Federal Deposit Insurance Corporation (the "FDIC") to the extent provided by law. The Bank became a member of the Federal Home Loan Bank system in March 1993. This provides certain advantages to the Bank, including favorable borrowing rates for certain funds.
The Registrant is a legal entity separate and distinct from the Bank. There are legal limitations on the extent to which the Bank can lend or otherwise supply funds to the Registrant. In addition, payment of dividends to the Registrant by the Bank is subject to various state and federal regulatory limitations.
Under Federal Reserve Board policy, the Registrant is expected to act as a source of financial strength to the Bank and to commit resources to support it. Under federal law, the FDIC also has 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 to maintain the BIF at the designated reserve ratio required by law.
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, 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. The instruments of monetary policy of authorities such as the Federal Reserve Board may influence the growth and distribution of bank loans, investments and deposits, and may also affect interest rates on loans and deposits. These policies may have a significant effect on the operating results of banks.
The Gramm-Leach-Bliley Act of 1999 (the "GLB Act") largely removed the restrictions that previously prevented affiliations among banks, securities firms, and insurance companies and provides for a system of functional regulation of the financial services industry. Among other provisions, the GLB Act:
•
repeals the restrictions on banks affiliating with securities firms contained in the depression-era Glass-Steagall Act.
creates a new "financial holding company." A financial holding company may engage in a statutory list of financial activities, including insurance underwriting and agency activities, securities underwriting and brokerage activities, merchant banking, and insurance company portfolio investment activities. Other activities that are "complementary" to financial activities, a category to be defined by regulation, are also authorized for financial holding companies.
provides a system of functional regulation under which, with certain exceptions, activities of banks and bank affiliates as securities brokers and investment advisors are subject to regulation and supervision by the Securities and Exchange Commission, eliminating an exemption banks previously enjoyed.
reaffirms the traditional authority of states to regulate insurance companies and insurance agencies, but prohibits discrimination against bank affiliates that conduct those activities.
requires financial institutions to disclose their privacy policy to consumers and provides protections to consumers against the transfer and use of nonpublic personal information by financial institutions.
requires that agreements between banks and non-governmental entities in connection with the Community Reinvestment Act be disclosed to the public, and that community groups that receive funds from banks in excess of defined thresholds disclose how those funds are used.
Although the GLB Act repealed certain pre-existing statutory barriers to cross-industry affiliations and provides a structural framework for achieving the GLB Act's purposes, certain details of implementing the changes authorized by the GLB Act will be the subject of regulations to be adopted in the future by the Federal Reserve Board, the Securities and Exchange Commission, and other federal agencies.
Bank holding companies may acquire banks located in any state in the United States without regard to geographic restrictions or reciprocity requirements imposed by state law. Banks may also 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 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 Office of Financial and Insurance Services, (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.
Effects of Compliance With Environmental Regulations
The nature of the business of the Bank is such that it holds title, on a temporary or permanent basis, to a number of parcels of real property. These include properties owned for branch offices and other business purposes as well as 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. Management is not presently aware of any instances where compliance with these provisions will have a material effect on the capital expenditures, earnings or competitive position of the Registrant or the Bank, or where compliance with these provisions will adversely affect a borrower's ability to comply with the terms of loan contracts.
Employees
As of February 28, 2001, the Bank employed 69 full-time equivalent employees (FTE's); the Insurance Agency employed 14 FTE's and the Travel Agency employed 2 FTE's. The Registrant's only employees as of the same date were its four executive officers (who are also employed by the Bank). The Registrant, Bank, Insurance Agency, and Travel Agency believe their relations with their employees are good. The Registrant had an interim President and Chief Executive Officer as of February 28, 2001. A search committee of the Registrant's Board of Directors has interviewed potential full-time replacements. The search committee believes that it may have a full-time replacement for the President and Chief Executive Officer by the end of the second quarter of 2001.
Statistical Information
Additional statistical information describing the business of the Registrant appears on the following pages and in Management's Discussion and Analysis of Financial Condition and Results of Operations incorporates by reference in Item 7 of this report and in the Consolidated Financial Statements and the notes thereto incorporated by reference in Item 8 of this report.
The following statistical information should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and notes thereto incorporated by reference in this report.
Investment Portfolio
Presented below is the fair value of investment securities as of December 31, 2000 and 1999, a schedule of maturities of investment securities as of December 31, 2000, and the weighted average yields of investment securities as of December 31, 2000. Dollar amounts are presented in thousands.
Investment Securities maturing within:
Less than1 Year
1 Year -5 Years
5 Years-10 Years
More than10 Years
Fair Valueat Dec. 31,2000
Fair Valueat Dec. 31,1999
Securities Available for Sale
U.S. Treasuries and U.S.
Government agencies
$
--
749
Obligations of states and
political subdivisions
789
2,040
3,811
1,777
8,417
7,717
Mortgage-backed securities(1)
15
3,101
3,116
4,055
Totals
804
5,141
11,533
12,521
Other Securities (2)
2,620
2,605
Weighted average yields:
%
political subdivisions (3)
6.71
7.70
7.33
7.91
7.48
Mortgage-backed securities (1)
8.10
Other Securities
7.80
(1)
Maturities of mortgage-backed securities are classified according to their estimated average maturity. Virtually all of the mortgage-backed securities were classified in the 1 year to 5 years category.
(2)
Other securities have no stated maturity.
(3)
The yield is computed on a fully tax-equivalent basis at an incremental tax rate of 34%.
The Bank had no holdings of investment securities from any one issuer at December 31, 2000, which were greater than 10% of the Registrant's shareholders' equity, exclusive of U.S. Government and U.S. Government agency securities.
Loan Portfolio
Information regarding the Bank's loan portfolio is presented below for each of the years listed as of December 31. Dollar amounts are presented in thousands.
2000
1999
1998
1997
1996
Loan Components
Commercial
$ 61,917
$ 59,747
$ 52,062
$ 43,546
$ 34,696
Agricultural
7,358
8,777
9,236
9,350
9,996
Real estate mortgage - construction
6,555
4,399
3,122
2,499
2,215
Real estate mortgage - residential
65,778
58,884
45,611
43,715
37,168
Consumer
33,710
34,885
30,744
28,666
26,000
Total loans, gross
$175,318
$166,692
$140,775
$127,776
$110,079
Maturities and Sensitivities of Loans to Changes in Interest Rates
The following schedule presents the maturities of loans (excluding real estate mortgage and installment loans) as of December 31, 2000. Also presented are loans over one year in maturity (excluding real estate mortgage and installment loans), classified according to the sensitivity to changes in interest rates as of December 31, 2000. Dollar amounts are presented in thousands.
Loan Type
Less than1 year
1 year - 5 years
More than 5 years
Total
$21,540
$32,457
$ 8,378
$62,375
3,635
2,712
1,011
Real estate - construction
$31,730
$35,169
$9,389
$76,288
Loan Sensitivity to Changes in Interest Rates
More than5 years
Loans which have fixed interest rates
$27,041
$ 7,937
$34,978
Loans which have floating or adjustable interest rates
8,128
1,452
9,580
$44,558
Loan maturities are classified according to the contractual maturity date or the anticipated amortization period, whichever is appropriate. The anticipated amortization period is used in the case of loans where a balloon payment is due before the end of the loan's normal amortization period. At the time the balloon payment is due, the loan can either be rewritten or payment in full can be requested. The decision as to whether the loan will be rewritten or a payment in full will be requested will be based upon the loan's payment history, the borrower's current financial condition, and other relevant factors.
Risk Elements
The following assets were classified as nonperforming as of December 31. Dollar amounts are presented in thousands:
Loans accounted for on a non-accrual basis
$ 1,019
$ 1,322
$ 489
$ 753
$ 288
Accruing loans which are contractually past due 90 days or more as to principal or interest payments
1,503
667
419
195
686
Loans defined as "troubled debt restructurings"
108
60
62
27
26
Other real estate owned
126
0
37
229
$ 2,756
$ 2,049
$ 1,007
$ 1,204
$ 1,000
A loan is placed on nonaccrual status at the point in time at which the collectibility of principal or interest is considered doubtful. The table below illustrates interest forgone and interest recorded on non-performing loans for the years presented. Dollar amounts are presented in thousands.
Interest on non-performing loans which would have been earned had the loans been in an accrual or performing status
$ 88
$ 214
$ 103
$ 101
$ 128
Interest on non-performing loans that was actually recorded when received
$ 46
$ 157
$ 87
$ 65
$ 107
Potential Problem Loans
At December 31, 2000, there were $2,216,000 of loans not disclosed above where some concern existed as to the borrowers' ability to comply with original loan terms. A specific allocation of $116,500 from the allowance for loan losses had been provided for these loans as of December 31, 2000. However, the entire allowance for loan losses is also available for these potential problem loans.
Loan Concentrations
As of December 31, 2000, there was no concentration of loans exceeding 10% of total loans that is not otherwise disclosed as a category of loans in the loan portfolio listing in Note 4 to the Consolidated Financial Statements incorporated by reference in Item 8 of this report.
Other Interest-Bearing Assets
As of December 31, 2000, there were no other interest-bearing assets that would be required to be disclosed if such assets were loans.
Summary of Loan Loss Experience
The following schedule presents a summary of activity in the allowance for loan losses for the periods shown and the percentage of net charge-offs during each period to average gross loans outstanding during the period. Dollar amounts are presented in thousands.
Balance at January 1
$1,907
$1,851
$1,567
$1,487
$1,121
Charge-offs:
284
272
204
199
3
7
100
Real estate - mortgage
6
597
371
321
315
184
Total Charge-offs
981
646
525
527
221
Recoveries:
2
14
13
10
1
98
76
55
44
Total Recoveries
77
79
68
64
Net charge-offs
881
569
446
459
157
Additions charged to operations (1)
1,075
625
730
539
523
Balance at December 31
$2,101
Ratio of net charge-offs during the period toaverage loans outstanding during the period
0.50%
0.38%
0.33%
0.39%
0.17%
Additions to the allowance for loan losses charged to operations during the periods shown were based on management's judgment after considering factors such as loan loss experience, evaluation of the loan portfolio, and prevailing and anticipated economic conditions. The evaluation of the loan portfolio is based upon various risk factors such as the financial condition of the borrower, the value of collateral and other considerations which, in the opinion of management, deserve current recognition in estimating possible loan losses.
The following schedule presents an allocation of the allowance for loan losses to the various loan categories as of the years ended December 31. Dollar amounts are presented in thousands.
Loan category:
$ 698
$ 511
$ 475
$ 425
$ 329
97
75
34
95
8
299
155
131
121
110
907
873
834
685
594
Unallocated
211
306
255
380
Total allowance
$ 2,101
$ 1,907
$ 1,851
$ 1,567
$ 1,487
The following schedule presents the stratification of the loan portfolio by the amount outstanding as a percentage of total loans for the respective years ended December 31.
35.31
35.62
36.98
34.08
31.52
4.32
5.22
6.56
7.32
9.09
3.73
2.62
2.22
1.96
2.01
36.04
35.77
32.40
34.21
33.76
20.60
20.77
21.84
22.43
23.62
100.00
The increase from 1999 to 2000 in the allowance for loan losses allocated to commercial and real estate mortgage loans was based upon management's review of the respective loan portfolios. The decrease in the allocation to construction real estate loans was due to one loan of concern at December 31, 1999. The allocation to consumer loans was relatively the same in 2000 due to continuing concerns over indirect installments loans and increasing delinquency trends within the portfolio. The allocation of the allowance to agricultural loans was slightly higher in 2000. The composition of the portfolio has not changed significantly from 1999 to 2000.
Deposits
The following table illustrates the maturities of time certificates of deposit issued in denominations of $100,000 or more as of December 31, 2000. Dollar amounts are presented in thousands.
Maturing in lessthan 3 months
Maturing in 3 to 6 months
Maturing in6 to 12 months
Maturing in morethan 12 months
$ 8,451
$ 6,393
$ 7,214
$ 9,425
$ 31,484
Return on Equity and Assets
The following schedule presents the ratios indicated for the years ended December 31, 2000, 1999, and 1998, respectively.
Return on assets (net income divided by average total assets) total assets)
0.77%
1.10%
1.18%
Return on equity (net income divided by average equity)
8.79%
11.78%
12.01%
Dividend payout ratio (dividends declared per share divided by net income per share)
64.29%
46.57%
44.02%
Equity to assets ratio (average equity divided by average total assets)
9.34%
9.81%
Short-Term Borrowings
There were no categories of short-term borrowings whose average balance outstanding exceeded 30% of shareholders' equity in 2000, 1999 or 1998.
Item 2. Properties
The offices of the Bank, Insurance Agency, and Travel Agency as of February 28, 2001, were as follows:
The Registrant operates its business at the main office of the Bank. No properties were owned by the Registrant as of February 28, 2001. The Registrant, Bank, Insurance Agency, and Travel Agency believe that their offices are suitable and adequate for their future needs and are in good condition and repair. The Registrant's management believes the offices are adequately covered by insurance.
Item 3. Legal Proceedings
There are no material pending legal proceedings to which the Registrant or the Bank is a party or to which any of their property is subject, except for proceedings which arose in the ordinary course of business. In the opinion of management, pending legal proceedings will not have a material effect on the consolidated financial condition of the Registrant.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during the quarter ended December 31, 2000.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
The information under the caption "Common Stock Information" on page 2 of the Registrant's Annual Report to Shareholders for the year ended December 31, 2000, is incorporated herein by reference.
The Registrant issued common stock to its directors in the fourth quarter of 2000 pursuant to the ChoiceOne Financial Services, Inc. Directors' Stock Purchase Plan. On October 20, 2000, 996 shares were issued for an aggregate cash price of $16,000. On December 28, 2000, 886 shares were issued for an aggregate cash price of $12,000. The Registrant relied on the exemption contained in Section 4(6) of the Securities Act of 1933 in connection with these sales.
Item 6. Selected Financial Data
The information under the caption "Financial Highlights" on page 3 of the Registrant's Annual Report to Shareholders for the year ended December 31, 2000, is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The information under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations," including all subheadings, on pages 25 through 34, inclusive, of the Registrant's Annual Report to Shareholders for the year ended December 31, 2000, is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The information under the subheading "Liquidity and Interest Rate Risk" under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" on pages 33 through 34, inclusive, of the Registrant's Annual Report to Shareholders for the year ended December 31, 2000, is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The Consolidated Financial Statements, Notes to Consolidated Financial Statements, and Independent Auditors' Report on pages 4 through 24, inclusive, of the Registrant's Annual Report to Shareholders for the year ended December 31, 2000, are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant
The information under the captions "ChoiceOne's Board of Directors and Executive Officers" and "Related Matters -- Section 16(a) Beneficial Ownership Reporting Compliance" in the Registrant's Definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 1, 2001, is incorporated herein by reference.
Item 11. Executive Compensation
The information under the captions "Executive Compensation" and "ChoiceOne's Board of Directors and Executive Officers -- Compensation of Directors" in the Registrant's Definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 1, 2001, is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information under the caption "Ownership of ChoiceOne Common Stock" in the Registrant's Definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 1, 2001, is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
The information under the caption "Related Matters -- Certain Relationships and Related Transactions" in the Registrant's Definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 1, 2001, is incorporated herein by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a)
Financial Statements. The following financial statements and independent auditors' report are filed as part of this report:
Consolidated Balance Sheets at December 31, 2000 and 1999
Consolidated Statements of Income for the years ended December 31, 2000, 1999 and 1998.
Consolidated Statement of Changes in Shareholders' Equity for the years ended December 31, 2000, 1999 and 1998.
Consolidated Statements of Cash Flows for the years ended December 31, 2000, 1999 and 1998.
Notes to Consolidated Financial Statements
Independent Auditors' Report dated March 2, 2001
The consolidated financial statements, notes to consolidated financial statements and independent auditors' report listed above are incorporated by reference in Item 8 of this report from the Registrant's Annual Report to Shareholders for the year ended December 31, 2000.
Financial Statement Schedules. None.
Exhibits. The following exhibits are filed as part of this report:
Exhibit
Document
3.1
Amended and Restated Articles of Incorporation of the Registrant. Previously filed as an exhibit to the Registrant's Form 10-Q Quarterly Report for the quarter ended June 30, 2000. Here incorporated by reference.
3.2
Bylaws of the Registrant as currently in effect and any amendments thereto. Previously filed as an exhibit to the Registrant's Form 10-QSB Quarterly Report for the quarter ended September 30, 1998. Here incorporated by reference.
4
Advances, Pledge and Security Agreement between ChoiceOne Bank and the Federal Home Loan Bank of Indianapolis. Previously filed as an exhibit to the Registrant's Form 10-KSB Annual Report for its fiscal year ended December 31, 1997. Here incorporated by reference.
10.1
Agreement With Jae M. Maxfield. (1)
10.2
Agreement With Ronald Swanson. (1)
10.3
Amended and Restated Executive Stock Incentive Plan. (1) Previously filed as an appendix to the Registrant's Definitive Proxy Statement with respect to its Annual Meeting of Shareholders held on April 27, 2000. Here incorporated by reference.
10.4
Directors' Stock Purchase Plan. (1) Previously filed as Exhibit 10.1 to the Registrant's Form 10-QSB Quarterly Report for the quarter ended September 30, 1998. Here incorporated by reference.
Annual Report to Shareholders for the year ended December 31, 2000.
21
Subsidiaries of the Registrant.
23
Consent of Independent Auditors.
24
Power of Attorney
These agreements are management contracts or compensation plans or arrangements required to be filed as exhibits to this Form 10-K.
Copies of any exhibits will be furnished to shareholders upon written request. Requests should be directed to Tom Lampen, Treasurer, ChoiceOne Financial Services, Inc., 109 East Division, Sparta, Michigan 49345.
(b) Reports on Form 8-K
A report on Form 8-K was filed on November 8, 2000. This filing was made under Item 9, Regulation FD Disclosure. No financial statements were included in the report.
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.
ChoiceOne Financial Services, Inc.
BY /s/
Ronald L. Swanson
March 21, 2001
Ronald L. SwansonPresident and ChiefExecutive Officer
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.
/s/ Ronald L. Swanson
President and Chief Executive Officer (Principal Executive Officer)
/s/ Frank G. Berris*
Director
/s/ Lawrence D. Bradford
/s/ William F. Cutler, Jr.
/s/ Lewis G. Emmons
/s/ Stuart Goodfellow
/s/ Paul L. Johnson
/s/ Jon E. Pike
Chairman of the Board and Director
/s/ Linda R. Pitsch
Secretary and Director
/s/ Andrew W. Zamiara
/s/ Thomas L. Lampen
Treasurer (Principal Financial and Accounting Officer)
*By /s/ Linda R. Pitsch
Linda R. Pitsch
Attorney-in-Fact
EXHIBIT INDEX