<HTML>
<HEAD>
<META NAME="Generator" CONTENT="Corel WordPerfect 8">
<META NAME="Author" CONTENT="OTTJA">
<TITLE>Valley Ridge Financial Corp. Form S-8 Filed 12-30-1999</TITLE>
</HEAD>
<BODY TEXT="#000000" LINK="#0000ff" VLINK="#551a8b" ALINK="#ff0000" BGCOLOR="#c0c0c0">



<DIV ALIGN=right><FONT SIZE=-1>Registration No. [_&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
_]</FONT></DIV>
<HR SIZE="6" NOSHADE>

<CENTER>
<P><FONT SIZE=-1>SECURITIES AND EXCHANGE COMMISSION</FONT>
<BR><FONT SIZE=-1>Washington, D.C. 20549</FONT>
<BR><FONT SIZE=-1>__________________</FONT>
<BR><B>FORM S-8</B>
<BR><B>REGISTRATION STATEMENT</B>
<BR><B>UNDER THE SECURITIES ACT OF 1933</B>
</CENTER><P><CENTER><B><FONT SIZE=+2>VALLEY RIDGE FINANCIAL CORP.</FONT></B>
<BR><FONT SIZE=-1>(Exact Name of Registrant as Specified in its Charter)</FONT>
<BR><FONT SIZE=-1>__________________</FONT></CENTER>

<CENTER><TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%" BORDERCOLOR="#ffffff" >
<TR>
<TD VALIGN=TOP WIDTH="42%">
<CENTER><B><FONT SIZE=-1>Michigan</FONT></B>
<BR><FONT SIZE=-1>(State or Other Jurisdiction of&nbsp;</FONT>
<BR><FONT SIZE=-1>Incorporation or Organization)</FONT></CENTER>
</TD>

<TD VALIGN=TOP WIDTH="16%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="41%">
<CENTER><B><FONT SIZE=-1>38-2888214</FONT></B>
<BR><FONT SIZE=-1>(I.R.S. Employer</FONT>
<BR><FONT SIZE=-1>Identification Number)</FONT></CENTER>
</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="42%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="16%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="41%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="42%">
<CENTER><B><FONT SIZE=-1>450 West Muskegon Avenue</FONT></B>
<BR><B><FONT SIZE=-1>Kent City, Michigan</FONT></B>
<BR><FONT SIZE=-1>(Address of Principal Executive Offices)</FONT></CENTER>
</TD>

<TD VALIGN=TOP WIDTH="16%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="41%">
<CENTER><BR>
<B><FONT SIZE=-1>49330</FONT></B>
<BR><FONT SIZE=-1>(Zip Code)</FONT></CENTER>
</TD>
</TR>
</TABLE></CENTER>

<P>
<CENTER><B><FONT SIZE=+2>VALLEY RIDGE FINANCIAL CORP.</FONT></B>
<BR><B><FONT SIZE=+2>PROFIT-SHARING AND 401(k) PLAN</FONT></B>
<BR><FONT SIZE=-1>(Full Title of the Plan)</FONT><BR>
<BR></CENTER>

<CENTER><TABLE BORDER="0" CELLSPACING="0" CELLPADDING="0" WIDTH="100%">
<TR>
<TD VALIGN=TOP WIDTH="44%">
<CENTER><B><FONT SIZE=-1>Richard L. Edgar</FONT></B>
<BR><B><FONT SIZE=-1>President and</FONT></B>
<BR><B><FONT SIZE=-1>Chief Executive Officer</FONT></B>
<BR><B><FONT SIZE=-1>Valley Ridge Financial Corp.</FONT></B>
<BR><B><FONT SIZE=-1>450 West Muskegon Avenue</FONT></B>
<BR><B><FONT SIZE=-1>Kent City, Michigan 49330</FONT></B>
<BR><FONT SIZE=-1>(Name and Address of Agent for Service)</FONT></CENTER>
</TD>

<TD VALIGN=TOP WIDTH="16%">
<CENTER><FONT SIZE=-1>Copies to:</FONT></CENTER>
</TD>

<TD VALIGN=TOP WIDTH="39%">
<CENTER><B><FONT SIZE=-1>Jeffrey A. Ott</FONT></B>
<BR><B><FONT SIZE=-1>Warner Norcross &amp; Judd LLP</FONT></B>
<BR><B><FONT SIZE=-1>900 Old Kent Building</FONT></B>
<BR><B><FONT SIZE=-1>111 Lyon Street, N.W.</FONT></B>
<BR><B><FONT SIZE=-1>Grand Rapids, Michigan 49503-2487</FONT></B></CENTER>
</TD>
</TR>
</TABLE></CENTER>

<CENTER>
  <P><B><FONT SIZE=-1>(616) 678-5911</FONT></B> <BR>
    <FONT SIZE=-1>(Telephone Number, Including Area Code, of Agent for
Service)</FONT>
<P><B><FONT SIZE=-1>CALCULATION OF REGISTRATION FEE</FONT></B></CENTER>

<TABLE BORDER=2 CELLSPACING=0 CELLPADDING=0 WIDTH="100%" BORDERCOLOR="#000000" >
  <TR VALIGN="MIDDLE">
    <TD WIDTH="20%">
      <DIV ALIGN="CENTER"><FONT SIZE=-1>Title of</FONT> <BR>
	<FONT SIZE=-1>Securities to be</FONT> <BR>
	<FONT SIZE=-1>Registered</FONT></DIV>
    </TD>
    <TD WIDTH="22%">
      <DIV ALIGN="CENTER"><FONT SIZE=-1>Amount to be</FONT> <BR>
	<FONT SIZE=-1>Registered</FONT></DIV>
    </TD>
    <TD WIDTH="18%">
      <DIV ALIGN="CENTER"><FONT SIZE=-1>Proposed&nbsp;</FONT> <BR>
	<FONT SIZE=-1>Maximum</FONT> <BR>
	<FONT SIZE=-1>Offering Price</FONT> <BR>
	<FONT SIZE=-1>Per Share (1)</FONT></DIV>
    </TD>
    <TD WIDTH="20%">
      <DIV ALIGN="CENTER"><FONT SIZE=-1>Proposed</FONT> <BR>
	<FONT SIZE=-1>Maximum</FONT> <BR>
	<FONT SIZE=-1>Aggregate</FONT> <BR>
	<FONT SIZE=-1>Offering Price (1)</FONT></DIV>
    </TD>
    <TD WIDTH="20%">
      <DIV ALIGN="CENTER"><FONT SIZE=-1>Amount of</FONT> <BR>
	<FONT SIZE=-1>Registration Fee</FONT></DIV>
    </TD>
  </TR>
  <TR VALIGN="MIDDLE">
    <TD WIDTH="20%">
      <DIV ALIGN="CENTER"><BR>
	<FONT SIZE=-1>Common Stock,</FONT> <BR>
	<FONT SIZE=-1>No Par Value</FONT></DIV>
    </TD>
    <TD WIDTH="22%">
      <DIV ALIGN="CENTER"><FONT SIZE=-1>100,000 shares(2)</FONT></DIV>
    </TD>
    <TD WIDTH="18%">
      <DIV ALIGN="CENTER"><FONT SIZE=-1>$23.23(3)</FONT></DIV>
    </TD>
    <TD WIDTH="20%">
      <DIV ALIGN="CENTER"><FONT SIZE=-1>$2,323,000(3)</FONT></DIV>
    </TD>
    <TD WIDTH="20%">
      <DIV ALIGN="CENTER"><FONT SIZE=-1>$613.28</FONT></DIV>
    </TD>
  </TR>
</TABLE>
<BR>
<CENTER><TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%" BORDERCOLOR="#ffffff" >
<TR>
<TD VALIGN=TOP WIDTH="4%"><FONT SIZE=-1>(1)</FONT></TD>

<TD VALIGN=TOP WIDTH="96%"><FONT SIZE=-1>There is no established public
trading market for the Common Stock of Valley Ridge Financial Corp. On
September 30, 1999, the book value of the Common Stock of Valley Ridge
Financial Corp. was $23.23 per share. The registration fee is computed
in accordance with Rule 457(h).</FONT></TD>
</TR>

<TR>
<TD VALIGN=TOP COLSPAN="2">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="4%"><FONT SIZE=-1>(2)</FONT></TD>

<TD VALIGN=TOP WIDTH="96%"><FONT SIZE=-1>In addition, pursuant to Rule
416(c) under the Securities Act of 1933 (the "Securities Act"), this registration
statement also covers an indeterminate amount of interests to be offered
or sold pursuant to the employee benefit plan described herein, plus such
indeterminate number of additional shares as may be authorized in the event
of an adjustment as a result of an increase in the number of issued shares
of Common Stock resulting from the payment of stock dividends or stock
splits or certain other capital adjustments.</FONT></TD>
</TR>

<TR>
<TD VALIGN=TOP COLSPAN="2">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="4%"><FONT SIZE=-1>(3)</FONT></TD>

<TD VALIGN=TOP WIDTH="96%"><FONT SIZE=-1>Estimated solely for the purpose
of calculating the registration fee.</FONT></TD>
</TR>
</TABLE></CENTER>
<BR>
<HR SIZE="1">
<BR>&nbsp;<BR>
<BR>
<BR>
<CENTER>
</CENTER>
<HR SIZE="4" NOSHADE>
<BR>

<CENTER>
<P>PART II.
<P>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</CENTER>

<P><BR>
<CENTER><TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%" BORDERCOLOR="#ffffff" >
<TR>
<TD VALIGN=TOP WIDTH="15%"><B>Item 3.</B></TD>

<TD VALIGN=TOP WIDTH="85%"><B>Incorporation of Documents by Reference</B>.</TD>
</TR>
</TABLE></CENTER>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The following documents filed with the Securities and Exchange Commission
are incorporated in this registration statement by reference:<BR>
<BR>
<CENTER><TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%" BORDERCOLOR="#000000" >
<TR>
<TD VALIGN=TOP WIDTH="4%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="88%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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").</TD>

<TD VALIGN=TOP WIDTH="8%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP COLSPAN="2" WIDTH="92%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="8%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="4%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="88%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; All other reports filed 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.</TD>

<TD VALIGN=TOP WIDTH="8%">&nbsp;</TD>
</TR>
</TABLE></CENTER>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
All documents subsequently filed by the Registrant 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.
<BR>&nbsp;
<BR>
  &nbsp; <BR>
<CENTER><TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%" BORDERCOLOR="#ffffff" >
<TR>
<TD VALIGN=TOP WIDTH="15%"><B>Item 4.</B></TD>

<TD VALIGN=TOP WIDTH="85%"><B>Description of Securities.</B></TD>
</TR>
</TABLE></CENTER>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The authorized capital stock of Valley Ridge Financial Corp. ("Valley Ridge")
consists of 2,000,000 shares of common stock, no par value ("Valley Ridge
Common Stock"). Holders of Valley Ridge Common Stock are entitled to dividends
out of funds legally available for that purpose when, as, and if declared
by the board of directors. Each holder of Valley Ridge Common Stock is
entitled to one vote for each share held on each matter submitted for shareholder
action. Valley Ridge Common Stock has no preemptive rights, cumulative
voting rights, conversion rights or redemption provisions.
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In the case of any liquidation, dissolution or winding up of the affairs
of Valley Ridge, holders of Valley Ridge Common Stock will be entitled
to receive, pro rata, any assets distributable to common shareholders in
proportion to the number of shares held by them.
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
All outstanding shares of Valley Ridge Common Stock are, and shares to
be issued pursuant to the plan will be, when issued, fully paid and nonassessable.
<BR>
<BR>
<BR>
<CENTER>-2-
</CENTER>
<HR SIZE="4" NOSHADE>
<BR>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
A number of provisions of the Restated Articles of Incorporation and Bylaws
of Valley Ridge could affect the rights of holders of shares of Valley
Ridge Common Stock and are described below. Some provisions of the Restated
Articles of Incorporation may have an anti-takeover impact and may make
tender offers, proxy contests and certain mergers more difficult to consummate.
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><I>Anti-Takeover Legislation</I></B>.&nbsp; The Michigan Business Corporation
Act ("MBCA") contains provisions intended to protect shareholders and prohibit
or discourage certain types of hostile takeover activities. These provisions
regulate the acquisition of "control shares" of large public Michigan corporations
(the "Control Share Act").
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Control Share Act establishes procedures governing "control share acquisitions."
A control share acquisition is defined as an acquisition of shares by an
acquirer which, when combined with other shares held by that person or
entity, would give the acquirer voting power at or above any of the following
thresholds: 20%, 33 1/3% or 50%. Under the Control Share Act, an acquirer
may not vote "control shares" unless the corporation's disinterested shareholders
vote to confer voting rights on the control shares. The acquiring person,
officers of the target corporation, and directors of the target corporation
who are also employees of the corporation are precluded from voting on
the issue of whether the control shares shall be accorded voting rights.
The Control Share Act does not affect the voting rights of shares owned
by an acquiring person prior to the control share acquisition.
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Control Share Act entitles corporations to redeem control shares from
the acquiring person under certain circumstances. In other cases, the Control
Share Act confers dissenters' rights upon all of a corporation's shareholders
except the acquiring person.
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Control Share Act applies only to an "issuing public corporation."
Valley Ridge falls within the statutory definition of an "issuing public
corporation." The Control Share Act automatically applies to any "issuing
public corporation" unless the corporation "opts out" of the statute by
so providing in its articles of incorporation or bylaws. Valley Ridge has
not "opted out" of the Control Share Act.
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><I>Fair Price Act</I></B>.&nbsp; Certain provisions of the MBCA (the
"Fair Price Act") establish a statutory scheme similar to the supermajority
and fair price provisions found in many corporate charters. The Fair Price
Act provides that a supermajority vote of 90% of the shareholders and no
less than two-thirds of the votes of non-interested shareholders must approve
a "business combination." The Fair Price Act defines a "business combination"
to encompass any merger, consolidation, share exchange, sale of assets,
stock issue, liquidation, or reclassification of securities involving an
"interested shareholder" or certain "affiliates." An "interested shareholder"
is generally any person who owns 10% or more of the outstanding voting
shares of the corporation. An "affiliate" is a person who directly or indirectly
controls, is controlled by, or is under common control with a specified
person.
<BR>
<BR>
<BR>
<CENTER>-3-
</CENTER>
<HR SIZE="4" NOSHADE>
<BR>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The supermajority vote required by the Fair Price Act does not apply to
business combinations that satisfy certain conditions. These conditions
include, among others, that: (i) the purchase price to be paid for the
shares of the corporation is at least equal to the highest of either (a)
the market value of the shares or (b) the highest per share price paid
by the interested shareholder within the preceding two-year period or in
the transaction in which the shareholder became an interested shareholder,
whichever is higher; and (ii) once a person has become an interested shareholder,
the person must not become the beneficial owner of any additional shares
of the corporation except as part of the transaction which resulted in
the interested shareholder becoming an interested shareholder or by virtue
of proportionate stock splits or stock dividends.
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The requirements of the Fair Price Act do not apply to business combinations
with an interested shareholder that the board of directors has approved
or exempted from the requirements of the Fair Price Act by resolution at
any time prior to the time that the interested shareholder first became
an interested shareholder.
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Article X of the Restated Articles of Incorporation of Valley Ridge incorporates
the provisions of the Fair Price Act.
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><I>Classified Board</I></B>.&nbsp; The board of directors of Valley
Ridge is classified into three classes, with each class serving a staggered,
three-year term. Classification of the board could have the effect of extending
the time during which the existing board of directors could control the
operating policies of Valley Ridge even though opposed by the holders of
a majority of the outstanding shares of Valley Ridge Common Stock. In addition,
under the Restated Articles of Incorporation, directors of Valley Ridge
may be removed only upon a super-majority vote of the shareholders.
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><I>Board Evaluation of Certain Offers</I>.</B>&nbsp; Article IX of the
Restated Articles of Incorporation of Valley Ridge provides that the board
of directors shall not approve, adopt or recommend any offer of any person
or entity (other than Valley Ridge) to make a tender or exchange offer
for any Valley Ridge Common Stock, to merge or consolidate Valley Ridge
with any other entity, or to purchase or acquire all or substantially all
of Valley Ridge's assets, unless and until the board has evaluated the
offer and determined that it would be in compliance with all applicable
laws and that the offer is in the best interests of Valley Ridge. In doing
so, the board may rely on an opinion of legal counsel who is independent
from the offeror, and/or may test such legal compliance in front of any
court or agency that may have appropriate jurisdiction over the matter.
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In making its determination, the board must consider all factors it deems
relevant, including but not limited to: (i) the adequacy and fairness of
the consideration to be received by Valley Ridge and/or its shareholders,
considering historical trading prices of Valley Ridge Common Stock, the
price that could be achieved in a negotiated sale of Valley Ridge as a
whole, past offers, and the future prospects of Valley Ridge; (ii) the
potential social and economic impact of the proposed transaction on Valley
Ridge, its employees, customers and vendors; and (iii) the<BR>
<BR>
<BR>
<CENTER>-4-
</CENTER>
<HR SIZE="4" NOSHADE>
<BR>
potential social
and economic impact of the proposed transaction on the communities in which
Valley Ridge and its subsidiaries operate or are located.
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In order to amend, repeal, or adopt any provision that is inconsistent
with Article IX, at least 80% of the shareholders, voting together as a
single class, must approve the change, unless the change has been recommended
for approval by at least 80% of the directors, in which case Article IX
shall be of no further force or effect.
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><I>Nomination of Directors</I></B>.&nbsp; Under Valley Ridge's Bylaws,
all nominations for directors must be delivered to Valley Ridge in writing
at least 60 days prior to the annual meeting of shareholders. A nomination
that is not received prior to this deadline will not be placed on the ballot.
The board believes that advance notice of nominations by shareholders affords
a meaningful opportunity to consider the qualifications of the proposed
nominees and, to the extent deemed necessary or desirable by the board
of directors, provides an opportunity to inform shareholders about such
qualifications. Although this nomination procedure does not give the board
of directors any power to approve or disapprove of shareholder nominations
for the election of directors, this nomination procedure may have the effect
of precluding a nomination for the election of directors at a particular
annual meeting if the proper procedures are not followed.
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><I>Removal of Directors and Filling Vacancies</I></B>.&nbsp; The Restated
Articles of Incorporation of Valley Ridge provide that any one or more
directors may be removed at any time, with or without cause, but only by
either (i) the affirmative vote of a majority of "Continuing Directors"
and at least 80% of the directors; or (ii) the affirmative vote, at a meeting
of the shareholders called for that purpose, of the holders of at least
80% of the voting power of the then-outstanding shares of capital stock
of Valley Ridge entitled to vote generally in the election of directors,
voting together as a single class. A "Continuing Director" is generally
defined in the Restated Articles of Incorporation as one who was a director
of Valley Ridge on July 1, 1996, any member of the board who is unaffiliated
with any "interested shareholder" and was a member of the board prior to
the time an interested shareholder became an interested shareholder, and
any successor of a Continuing Director who is unaffiliated with an interested
shareholder and is recommended to succeed a Continuing Director by a majority
of the Continuing Directors then on the board.
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Any vacancies in the board of directors for any reason, and any newly created
directorships resulting from any increase in the number of directors, may
be filled only by the board of directors, acting by an affirmative vote
of a majority of the Continuing Directors and an 80% majority of all of
the directors then in office, although less than a quorum. Any directors
so chosen shall hold office until the next annual meeting of shareholders
and until their respective successors shall be duly elected and qualified
or their resignation or removal. No decrease in the number of directors
shall shorten the term of any incumbent director.
<BR>
<BR>
<BR>
<CENTER>-5-
</CENTER>
<HR SIZE="4" NOSHADE>
<BR>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><I>Amendment or Repeal of the Articles and Bylaws</I></B>.&nbsp; Under
Michigan law, the board of directors need not adopt a resolution setting
forth an amendment to the articles of incorporation before the shareholders
may vote on it. Unless the articles of incorporation provide otherwise,
amendments of the articles of incorporation generally require the approval
of the holders of a majority of the outstanding stock entitled to vote
thereon, and if the amendment would increase or decrease the number of
authorized shares of any class or series, or the par value of such shares,
or would adversely affect the rights, powers, or preferences of such class
or series, a majority of the outstanding stock of such class or series
also would be required to approve the amendment.
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Certain provisions of the Restated Articles of Incorporation of Valley
Ridge require a greater-than-majority vote. First, the affirmative vote
of at least 80% of the outstanding voting stock, voting together as a single
class, is required to amend, repeal or adopt any provisions inconsistent
with Article VIII, which sets forth requirements applicable to the board
of directors, unless a majority of disinterested directors approves the
amendment, in which case only a majority shareholder vote is required.
Second, as discussed above, in order to amend, repeal or adopt any provision
that is inconsistent with Article IX (board evaluation of certain offers),
at least 80% of the shareholders, voting together as a single class, must
approve the change, unless the change has been recommended for approval
by at least 80% of the directors, in which case Article IX shall be of
no further force or effect. Finally, to amend, repeal or adopt any provision
that is inconsistent with Article X (approval of business combinations),
at least 90% of the shareholders, voting together as a single class, including
at least two-thirds of voting stock not owned directly or indirectly by
any "interested shareholder," must approve the change, unless the change
has been recommended for approval by a majority of certain disinterested
directors.
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Bylaws of Valley Ridge may be altered, amended or repealed by the vote
of the holders of a majority of the shares who are present or represented
at a meeting at which a quorum is present. The Bylaws may also be amended
by the directors upon a majority vote, unless the notice of the directors'
meeting at which the amendment is approved omitted a reference to amending
or repealing the Bylaws, in which case a two-thirds vote of the directors
is necessary.
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><I>Limitation of Personal Liability</I></B>.&nbsp; The MBCA provides
that a director or officer of a Michigan corporation shall discharge his
or her duties as a director or officer in good faith, with the care an
ordinarily prudent person in a like position would exercise under similar
circumstances, and in a manner he or she reasonably believes to be in the
best interests of the corporation. In discharging these duties, a director
or officer is entitled to rely on information, reports, or statements prepared
by directors, officers, or employees of the corporation whom the director
or officer reasonably believes to be reliable and competent in the matters
presented; legal counsel, accountants, engineers, or other persons as to
matters the director or officer reasonably believes are within the person's
professional or expert competence; or a committee of the board of which
the director of officer is not a member if he or she believes the committee
merits<BR>
<BR>
<BR>
<CENTER>-6-
</CENTER>
<HR SIZE="4" NOSHADE>
<BR>
confidence. A director or officer is not, however, entitled to rely
on the foregoing information if he or she has knowledge that makes such
reliance unwarranted. A director or officer who so performs these duties
may not be held liable by reason of being or having been a director or
officer of the corporation. No director or officer may be sued for failing
to perform these duties more than two years after the cause of action is
discovered or reasonably should have been discovered or more than three
years after the act or omission occurred, whichever period is shorter.
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Restated Articles of Incorporation of Valley Ridge provide that directors
shall not have personal liability to Valley Ridge or its shareholders for
monetary damages arising out of a breach of fiduciary duty by directors
in their capacities as directors. Under Michigan law, liability may not
be eliminated for (i) intentional infliction of harm on the corporation
or its shareholders; (ii) intentional criminal violations of law; (iii)
actions involving approval of various types of illegal distributions or
the making of improper loans; or (iv) the amount of financial benefit received
in transactions from which an improper personal benefit was obtained. The
Restated Articles of Incorporation are intended to give to the directors
of Valley Ridge the full protection against personal liability that is
permitted under Michigan law. This provision is designed to promote an
environment in which Valley Ridge's directors are free to function decisively
and effectively in directing the operation of the corporation without the
potential inhibiting threat of litigation.
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
These provisions do not eliminate the duty of care imposed upon a director,
but only eliminate a director's personal monetary liability to Valley Ridge
and its shareholders for actions that may be deemed to constitute a breach
of the duty of care in the decision-making context. The director's duty
of care remains unchanged and will be enforceable through such equitable
remedies as injunctive relief or rescission. However, equitable remedies
available to shareholders may in some instances be ineffective as a practical
matter. For instance, shareholders may not be aware of a proposed transaction
or other action until it is too late to prevent its completion. The provision
does not change any of the separate obligations of directors under the
federal securities laws.
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Because these provisions of the Restated Articles of Incorporation limit
the situations in which a director may be held monetarily liable, they
could discourage or deter shareholders from bringing a lawsuit against
Valley Ridge's directors for breach of their duties of care, even though
such an action, if successful, might otherwise have benefitted Valley Ridge
and its shareholders. Insulation of directors from personal liability could
influence their decisions with respect to any future proposals to acquire
Valley Ridge. This could have the effect of making it more difficult for
others to acquire Valley Ridge and might discourage efforts to acquire
Valley Ridge.
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Valley Ridge's board of directors does not believe the limitation of director
liability under the Restated Articles of Incorporation would result in
directors acting with less concern for<BR>
<BR>
<BR>
<CENTER>-7-
</CENTER>
<HR SIZE="4" NOSHADE>
<BR>
their fiduciary duties. Valley Ridge's
board of directors believes that the diligence exercised by directors stems
primarily from their desire to act in the best interests of Valley Ridge,
and not from a fear of monetary damage awards. Consequently, Valley Ridge's
board of directors believes that the level of scrutiny and care exercised
by directors would not be lessened by the Restated Articles of Incorporation.
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
An amendment to or repeal of the limitation of personal liability may not
apply to or affect the liability or alleged liability of any director of
Valley Ridge for or with respect to any act or omission of such director
prior to such amendment or repeal.
<BR>&nbsp;
<BR>
  &nbsp; <BR>
<CENTER><TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%" BORDERCOLOR="#ffffff" >
<TR>
<TD VALIGN=TOP WIDTH="15%"><B>Item 5.</B></TD>

<TD VALIGN=TOP WIDTH="85%"><B>Interest of Named Experts and Counsel.</B></TD>
</TR>
</TABLE></CENTER>

<P><BR>
  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  Not applicable. <BR>
  <BR>
  <BR>
<CENTER>
  <TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%" BORDERCOLOR="#ffffff" >
<TR>
<TD VALIGN=TOP WIDTH="15%"><B>Item 6.</B></TD>

<TD VALIGN=TOP WIDTH="85%"><B>Indemnification of Directors and Officers.</B></TD>
</TR>
</TABLE></CENTER>

<P><BR>
  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  The Restated Articles of Incorporation of the Registrant require the Registrant
  to indemnify a present or former director or officer of the Registrant, and
  permit the Registrant to indemnify any other person, to the fullest extent now
  or in the future permitted by law in connection with any actual or threatened
  civil, criminal, administrative or investigative action, suit or proceeding
  arising out of his or her past or future service to the Registrant, or to another
  organization at the request of the Registrant. The Registrant's
  Bylaws contain similar provisions, except the mandatory indemnification applies
  to employees and agents of Valley Ridge in addition to directors and officers.
  The following is a summary of the applicable provisions of the MBCA.
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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<BR>
<BR>
<BR>
<CENTER>-8-
</CENTER>
<HR SIZE="4" NOSHADE>
<BR>
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 which 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.
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Identification 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.
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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 2 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.
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Under the MBCA, a corporation may 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 (i) 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 (ii) 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.
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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.
<BR>
<BR>
<BR>
<CENTER>-9-
</CENTER>
<HR SIZE="4" NOSHADE>
<BR>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  The MBCA permits the Registrant to purchase insurance on behalf of its directors,
  officers, employees and agents against liabilities arising out of their positions
  with the Registrant, whether or not such liabilities would be within the above
  indemnification provisions. Pursuant to this authority, the Registrant maintains
  such insurance on behalf of its directors, officers and employees. <BR>
  <BR>
  <BR>
<CENTER>
  <TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%" BORDERCOLOR="#ffffff" >
<TR>
<TD VALIGN=TOP WIDTH="15%"><B>Item 7.</B></TD>

<TD VALIGN=TOP WIDTH="85%"><B>Exemption from Registration Claimed.</B></TD>
</TR>
</TABLE>
  <BR>
</CENTER>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  Not applicable. <BR>
  <BR>
  <BR>
<CENTER>
  <TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%" BORDERCOLOR="#ffffff" >
<TR>
<TD VALIGN=TOP WIDTH="15%"><B>Item 8.</B></TD>

<TD VALIGN=TOP WIDTH="85%"><B>Exhibits</B>.</TD>
</TR>
</TABLE>
  <DIV ALIGN="LEFT"><BR>
  </DIV>
</CENTER>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The following exhibits have been filed as part of this registration statement:<BR>
<BR>
<CENTER>
  <TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%" BORDERCOLOR="#ffffff" >
    <TR>
      <TD VALIGN=CENTER COLSPAN="2" WIDTH="15%">Exhibit <BR>
	<U>Number</U></TD>
      <TD VALIGN=BOTTOM WIDTH="85%"><U>Document</U></TD>
    </TR>
    <TR>
      <TD VALIGN=TOP COLSPAN="2" WIDTH="15%">&nbsp;</TD>
      <TD VALIGN=TOP WIDTH="85%">&nbsp;</TD>
    </TR>
    <TR>
      <TD VALIGN=TOP COLSPAN="2" WIDTH="15%">3.1</TD>
      <TD VALIGN=TOP WIDTH="85%"><U>Restated Articles of Incorporation</U>. Previously
	filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-QSB
	for the Quarter ended June 30, 1998 and herein incorporated by reference.</TD>
    </TR>
    <TR>
      <TD VALIGN=TOP COLSPAN="3">&nbsp;</TD>
    </TR>
    <TR>
      <TD VALIGN=TOP COLSPAN="2" WIDTH="15%">3.2</TD>
      <TD VALIGN=TOP WIDTH="85%"><U>Bylaws and Amendments</U>. Previously filed
	as Exhibit 3(b) to the Registrant's
	Form S-4 Registration Statement filed January 30, 1996 and herein incorporated
	by reference.</TD>
    </TR>
    <TR>
      <TD VALIGN=TOP COLSPAN="3">&nbsp;</TD>
    </TR>
    <TR>
      <TD VALIGN=TOP COLSPAN="2" WIDTH="15%">4.1</TD>
      <TD VALIGN=TOP WIDTH="85%"><U>Restated Articles of Incorporation and Bylaws</U>.
	See Exhibits 3.1 and 3.2.</TD>
    </TR>
    <TR>
      <TD VALIGN=TOP COLSPAN="3">&nbsp;</TD>
    </TR>
    <TR>
      <TD VALIGN=TOP COLSPAN="2" WIDTH="15%">4.2</TD>
      <TD VALIGN=TOP WIDTH="85%"><U>Form of Stock Certificate</U>. Previously
	filed as Exhibit 4(a) to the Registrant's
	Form S-4 Registration Statement filed January 30, 1996 and herein incorporated
	by reference.</TD>
    </TR>
    <TR>
      <TD VALIGN=TOP COLSPAN="3">&nbsp;</TD>
    </TR>
    <TR>
      <TD VALIGN=TOP COLSPAN="2" WIDTH="15%">4.3</TD>
      <TD VALIGN=TOP WIDTH="85%"><U>Long Term Debt</U>. The Registrant is a party
	to several long-term debt agreements which at the time of this Registration
	Statement do not exceed 10% of the Registrant's
	total consolidated assets. The Registrant agrees to furnish copies of
	the agreements defining the rights of the other parties thereto to the
	Securities and Exchange Commission upon request.</TD>
    </TR>
    <TR>
      <TD VALIGN=TOP COLSPAN="3">&nbsp;</TD>
    </TR>
    <TR>
      <TD VALIGN=TOP WIDTH="16%" COLSPAN="2">5</TD>
      <TD VALIGN=TOP WIDTH="85%"><U>Opinion Regarding Legality of Securities Offered.</U></TD>
    </TR>
    <TR>
      <TD VALIGN=TOP COLSPAN="3">&nbsp;</TD>
    </TR>
</TABLE>
<BR>
<BR>
<BR>
<CENTER>-10-
</CENTER>
<HR SIZE="4" NOSHADE>
<BR>
<TABLE BORDER="0" CELLSPACING="0" CELLPADDING="0" WIDTH="100%">
    <TR>
      <TD VALIGN=TOP COLSPAN="2" WIDTH="15%">23.1</TD>
      <TD VALIGN=TOP WIDTH="85%"><U>Consent of Warner Norcross &amp; Judd <FONT SIZE=-1>LLP</FONT></U>--Included
	in Exhibit 5 and incorporated herein by reference.</TD>
    </TR>
    <TR>
      <TD VALIGN=TOP COLSPAN="3">&nbsp;</TD>
    </TR>
    <TR>
      <TD VALIGN=TOP COLSPAN="2" WIDTH="15%">23.2</TD>
      <TD VALIGN=TOP WIDTH="85%"><U>Consent of Independent Public Auditors.</U></TD>
    </TR>
    <TR>
      <TD VALIGN=TOP COLSPAN="3">&nbsp;</TD>
    </TR>
    <TR>
      <TD VALIGN=TOP WIDTH="16%" COLSPAN="2">24</TD>
      <TD VALIGN=TOP WIDTH="85%"><U>Powers of Attorney.</U></TD>
    </TR>
  </TABLE>
</CENTER>
<BR>
<BR>
<CENTER><TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%" BORDERCOLOR="#ffffff" >
<TR>
<TD VALIGN=TOP WIDTH="15%"><B>Item 9.</B></TD>

<TD VALIGN=TOP WIDTH="85%"><B>Undertakings.</B></TD>
</TR>
</TABLE></CENTER>
<BR>
<CENTER><TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%" BORDERCOLOR="#ffffff" >
<TR>
<TD VALIGN=TOP WIDTH="4%">&nbsp;</TD>

<TD VALIGN=TOP COLSPAN="3" WIDTH="88%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The undersigned Registrant
hereby undertakes:</TD>

<TD VALIGN=TOP WIDTH="8%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP COLSPAN="4" WIDTH="92%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="8%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="4%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="12%">&nbsp;</TD>

<TD VALIGN=TOP COLSPAN="2" WIDTH="77%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; To file, during any period
in which offers or sales are being made, a post-effective amendment to
this registration statement:</TD>

<TD VALIGN=TOP WIDTH="8%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP COLSPAN="4" WIDTH="92%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="8%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="4%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="12%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="8%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="69%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933 (the "Securities Act");</TD>

<TD VALIGN=TOP WIDTH="8%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP COLSPAN="4" WIDTH="92%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="8%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="4%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="12%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="8%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="69%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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</TD>

<TD VALIGN=TOP WIDTH="8%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP COLSPAN="4" WIDTH="92%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="8%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="4%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="12%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="8%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="69%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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;</TD>

<TD VALIGN=TOP WIDTH="8%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP COLSPAN="4" WIDTH="92%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="8%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="4%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="12%">&nbsp;</TD>

<TD VALIGN=TOP COLSPAN="2" WIDTH="77%"><I>provided, however</I>, 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 under the Exchange Act that
are incorporated by reference in this registration statement.</TD>

<TD VALIGN=TOP WIDTH="8%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP COLSPAN="4" WIDTH="92%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="8%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="4%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="12%">&nbsp;</TD>

<TD VALIGN=TOP COLSPAN="2" WIDTH="77%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(2)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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, and the offering of such securities at that time
shall be deemed to be the initial <I>bona fide</I> offering.</TD>

<TD VALIGN=TOP WIDTH="8%">&nbsp;</TD>
</TR>
<TR>
<TD VALIGN=TOP COLSPAN="4" WIDTH="92%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="8%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="4%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="12%">&nbsp;</TD>

<TD VALIGN=TOP COLSPAN="2" WIDTH="77%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(3)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; To remove from registration
by means of a post-effective amendment any of the securities that remain
unsold at the termination of the offering.</TD>

<TD VALIGN=TOP WIDTH="8%">&nbsp;</TD>
</TR>


</TABLE>
<BR>
<BR>
<BR>
<CENTER>-11-
</CENTER>
<HR SIZE="4" NOSHADE>
<BR>
<TABLE BORDER="0" CELLSPACING="0" CELLPADDING="0" WIDTH="100%">

<TR>
<TD VALIGN=TOP WIDTH="4%">&nbsp;</TD>

<TD VALIGN=TOP COLSPAN="3" WIDTH="88%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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 that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered, and the offering of such
securities at that time shall be deemed to be the initial <I>bona fide</I>
offering.&nbsp;</TD>

<TD VALIGN=TOP WIDTH="8%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP COLSPAN="4" WIDTH="92%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="8%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="4%">&nbsp;</TD>

<TD VALIGN=TOP COLSPAN="3" WIDTH="88%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the small business issuer pursuant
to the foregoing provisions, or otherwise, the small business issuer has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable.</TD>

<TD VALIGN=TOP WIDTH="8%">&nbsp;</TD>
</TR>
</TABLE></CENTER>
<BR>
<BR>
<BR>
<CENTER>-12-
</CENTER>
<HR SIZE="4" NOSHADE>
<BR>

<CENTER>
<P><U>SIGNATURES</U></CENTER>

<BR>
<BR>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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 Village of Kent City, State of Michigan, on this 30<SUP>th</SUP>
day of December, 1999.<BR>
<BR>
<CENTER><TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%" BORDERCOLOR="#ffffff" >
<TR>
<TD VALIGN=TOP WIDTH="50%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="50%">VALLEY RIDGE FINANCIAL CORP.
<BR>&nbsp;

<P>By s/Richard L. Edgar&nbsp;<HR SIZE="1" WIDTH="94%" ALIGN="RIGHT">
&nbsp;&nbsp;&nbsp;&nbsp; Richard L. Edgar
<BR>&nbsp;&nbsp;&nbsp;&nbsp; President and Chief Executive Officer</TD>
</TR>
</TABLE></CENTER>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Pursuant to the requirements of the Securities Act, this registration statement
has been signed by the following persons in the capacities and on the date
indicated.<BR>
<BR>
<CENTER><TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%" BORDERCOLOR="#ffffff" >
<TR>
<TD VALIGN=TOP WIDTH="31%">
<CENTER><U>Signature</U></CENTER>
</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%"><U>Title</U></TD>

<TD VALIGN=TOP WIDTH="32%">&nbsp;&nbsp;&nbsp; <U>Date</U></TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="32%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="32%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">*&nbsp;<HR SIZE="1">
Jerome B. Arends</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">Director</TD>

<TD VALIGN=TOP WIDTH="32%">December 30, 1999</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="32%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="32%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">*&nbsp;<HR SIZE="1">
K. Timothy Bull</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">Director</TD>

<TD VALIGN=TOP WIDTH="32%">December 30, 1999</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="32%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="32%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">s/Richard L. Edgar&nbsp;<HR SIZE="1">
Richard L. Edgar</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">President, Chief Executive
<BR>Officer and Director
<BR>(Principal Executive Officer)</TD>

<TD VALIGN=TOP WIDTH="32%">December 30, 1999</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="32%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">*&nbsp;<HR SIZE="1">
Fred J. Finkbeiner</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">Director</TD>

<TD VALIGN=TOP WIDTH="32%">December 30, 1999</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="32%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="32%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">*&nbsp;<HR SIZE="1">
Gary Gust</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">Director</TD>

<TD VALIGN=TOP WIDTH="32%">December 30, 1999</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="32%">&nbsp;</TD>
</TR>
</TABLE>
<BR>
<BR>
<BR>
<CENTER>-13-
</CENTER>
<HR SIZE="4" NOSHADE>
<BR>
<CENTER><TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%" BORDERCOLOR="#ffffff" >
<TR>
<TD VALIGN=TOP WIDTH="31%">
<CENTER><U>Signature</U></CENTER>
</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%"><U>Title</U></TD>

<TD VALIGN=TOP WIDTH="32%">&nbsp;&nbsp;&nbsp; <U>Date</U></TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="32%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="32%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">*&nbsp;<HR SIZE="1">
Ronald L. Hansen</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">Director and
<BR>Vice President</TD>

<TD VALIGN=TOP WIDTH="32%">December 30, 1999</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="32%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="32%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">*&nbsp;<HR SIZE="1">
Robert C. Humphreys</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">Chairman of the Board
<BR>and Director</TD>

<TD VALIGN=TOP WIDTH="32%">December 30, 1999</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="32%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="32%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">*&nbsp;<HR SIZE="1">
Ben J. Landheer</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">Director</TD>

<TD VALIGN=TOP WIDTH="32%">December 30, 1999</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="32%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="32%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">s/Michael E. McHugh&nbsp;<HR SIZE="1">
Michael E. McHugh</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">Secretary and Treasurer
<BR>and Director
<BR>(Principal Financial and
<BR>Accounting Officer)</TD>

<TD VALIGN=TOP WIDTH="32%">December 30, 1999</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="32%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">*&nbsp;<HR SIZE="1">
Dennis C. Nelson</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">Director</TD>

<TD VALIGN=TOP WIDTH="32%">December 30, 1999</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="32%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="32%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">*&nbsp;<HR SIZE="1">
John J. Niederer</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">Director</TD>

<TD VALIGN=TOP WIDTH="32%">December 30, 1999</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="32%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="32%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">*&nbsp;<HR SIZE="1">
Paul K. Spoelman</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">Director</TD>

<TD VALIGN=TOP WIDTH="32%">December 30, 1999</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="32%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="32%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">*&nbsp;<HR SIZE="1">
Donald Swanson</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">Director</TD>

<TD VALIGN=TOP WIDTH="32%">December 30, 1999</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="32%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="32%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">*&nbsp;<HR SIZE="1">
Donald VanSingel</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">Director</TD>

<TD VALIGN=TOP WIDTH="32%">December 30, 1999</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="32%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="32%">&nbsp;</TD>
</TR>

<TR>
      <TD VALIGN=TOP WIDTH="31%">*By&nbsp;s/Michael E. McHugh<HR SIZE="1" WIDTH="90%" ALIGN="RIGHT">
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Michael E. McHugh
<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Attorney-in-Fact</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="31%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="32%">&nbsp;</TD>
</TR>
</TABLE></CENTER>
<BR>
<BR>
<CENTER>-14-
</CENTER>
<HR SIZE="4" NOSHADE>
<BR>

<P>
<CENTER><U>EXHIBIT</U> <U>INDEX</U></CENTER>

<BR>
<BR>&nbsp;
<CENTER><TABLE BORDER=0 CELLSPACING=0 CELLPADDING=0 WIDTH="100%" BORDERCOLOR="#ffffff" >
<TR>
<TD VALIGN=CENTER WIDTH="9%">Exhibit
<BR><U>Number</U></TD>

<TD VALIGN=CENTER WIDTH="7%">&nbsp;</TD>

<TD VALIGN=BOTTOM WIDTH="85%"><U>Document</U></TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="9%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="85%">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="9%">3.1</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="85%"><U>Restated Articles of Incorporation</U>. Previously
filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-QSB
for the Quarter ended June 30, 1998 and herein incorporated by reference.</TD>
</TR>

<TR>
<TD VALIGN=TOP COLSPAN="3">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="9%">3.2</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="85%"><U>Bylaws and Amendments</U>. Previously filed
as Exhibit 3(b) to the Registrant's
Form S-4 Registration Statement filed January 30, 1996 and herein incorporated
by reference.</TD>
</TR>

<TR>
<TD VALIGN=TOP COLSPAN="3">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="9%">4.1</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="85%"><U>Restated Articles of Incorporation and Bylaws</U>.
See Exhibits 3.1 and 3.2.</TD>
</TR>

<TR>
<TD VALIGN=TOP COLSPAN="3">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="9%">4.2</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="85%"><U>Form of Stock Certificate</U>. Previously
filed as Exhibit 4(a) to the Registrant's
Form S-4 Registration Statement filed January 30, 1996 and herein incorporated
by reference.</TD>
</TR>

<TR>
<TD VALIGN=TOP COLSPAN="3">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="9%">4.3</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="85%"><U>Long Term Debt</U>. The Registrant is a party
to several long-term debt agreements which at the time of this Registration
Statement do not exceed 10% of the Registrant's
total consolidated assets. The Registrant agrees to furnish copies of the
agreements defining the rights of the other parties thereto to the Securities
and Exchange Commission upon request.</TD>
</TR>

<TR>
<TD VALIGN=TOP COLSPAN="3">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="9%">5</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="85%"><U>Opinion Regarding Legality of Securities
Offered.</U></TD>
</TR>

<TR>
<TD VALIGN=TOP COLSPAN="3">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="9%">23.1</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="85%"><U>Consent of Warner Norcross &amp; Judd <FONT SIZE=-1>LLP</FONT></U>--Included
in Exhibit 5 and incorporated herein by reference.</TD>
</TR>

<TR>
<TD VALIGN=TOP COLSPAN="3">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="9%">23.2</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="85%"><U>Consent of Independent Public Auditors.</U></TD>
</TR>

<TR>
<TD VALIGN=TOP COLSPAN="3">&nbsp;</TD>
</TR>

<TR>
<TD VALIGN=TOP WIDTH="9%">24</TD>

<TD VALIGN=TOP WIDTH="7%">&nbsp;</TD>

<TD VALIGN=TOP WIDTH="85%"><U>Powers of Attorney.</U></TD>
</TR>
</TABLE></CENTER>
<HR SIZE="4" NOSHADE>
<BR>


</CENTER></BODY></HTML>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 63743}]
{"company-data": {"conformed-name": "VALLEY RIDGE FINANCIAL CORP", "cik": "0001006962", "assigned-sic": "6022", "irs-number": "382888214", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-93921", "film-number": "99784145"}, "business-address": {"street1": "6 NORTH MAIN ST", "city": "KENT CITY", "state": "MI", "zip": "49330", "phone": "6166785911"}, "mail-address": {"street1": "6 NORTH MAIN STREET", "street2": "P.O. BOX 248", "city": "KENT CITY", "state": "MI", "zip": "49330-0248"}}
Valley Ridge Financial Corp. Form S-8 Filed 12-30-1999
Registration No. [_                      
_]
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
VALLEY RIDGE FINANCIAL CORP.
(Exact Name of Registrant as Specified in its Charter)
__________________
Michigan
(State or Other Jurisdiction of
Incorporation or Organization)
38-2888214
(I.R.S. Employer
Identification Number)
450 West Muskegon Avenue
Kent City, Michigan
(Address of Principal Executive Offices)
49330
(Zip Code)
VALLEY RIDGE FINANCIAL CORP.
PROFIT-SHARING AND 401(k) PLAN
(Full Title of the Plan)
Richard L. Edgar
President and
Chief Executive Officer
Valley Ridge Financial Corp.
450 West Muskegon Avenue
Kent City, Michigan 49330
(Name and Address of Agent for Service)
Copies to:
Jeffrey A. Ott
Warner Norcross & Judd LLP
900 Old Kent Building
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503-2487
(616) 678-5911
(Telephone Number, Including Area Code, of Agent for
Service)
CALCULATION OF REGISTRATION FEE
Title of
Securities to be
Registered
Amount to be
Registered
Proposed
Maximum
Offering Price
Per Share (1)
Proposed
Maximum
Aggregate
Offering Price (1)
Amount of
Registration Fee
Common Stock,
No Par Value
100,000 shares(2)
$23.23(3)
$2,323,000(3)
$613.28
(1)
There is no established public
trading market for the Common Stock of Valley Ridge Financial Corp. On
September 30, 1999, the book value of the Common Stock of Valley Ridge
Financial Corp. was $23.23 per share. The registration fee is computed
in accordance with Rule 457(h).
(2)
In addition, pursuant to Rule
416(c) under the Securities Act of 1933 (the "Securities Act"), this registration
statement also covers an indeterminate amount of interests to be offered
or sold pursuant to the employee benefit plan described herein, plus such
indeterminate number of additional shares as may be authorized in the event
of an adjustment as a result of an increase in the number of issued shares
of Common Stock resulting from the payment of stock dividends or stock
splits or certain other capital adjustments.
(3)
Estimated solely for the purpose
of calculating the registration fee.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference
.
The following documents filed 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 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.
All documents subsequently filed by the Registrant 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.
The authorized capital stock of Valley Ridge Financial Corp. ("Valley Ridge")
consists of 2,000,000 shares of common stock, no par value ("Valley Ridge
Common Stock"). Holders of Valley Ridge Common Stock are entitled to dividends
out of funds legally available for that purpose when, as, and if declared
by the board of directors. Each holder of Valley Ridge Common Stock is
entitled to one vote for each share held on each matter submitted for shareholder
action. Valley Ridge Common Stock has no preemptive rights, cumulative
voting rights, conversion rights or redemption provisions.
In the case of any liquidation, dissolution or winding up of the affairs
of Valley Ridge, holders of Valley Ridge Common Stock will be entitled
to receive, pro rata, any assets distributable to common shareholders in
proportion to the number of shares held by them.
All outstanding shares of Valley Ridge Common Stock are, and shares to
be issued pursuant to the plan will be, when issued, fully paid and nonassessable.
-2-
A number of provisions of the Restated Articles of Incorporation and Bylaws
of Valley Ridge could affect the rights of holders of shares of Valley
Ridge Common Stock and are described below. Some provisions of the Restated
Articles of Incorporation may have an anti-takeover impact and may make
tender offers, proxy contests and certain mergers more difficult to consummate.
Anti-Takeover Legislation
.  The Michigan Business Corporation
Act ("MBCA") contains provisions intended to protect shareholders and prohibit
or discourage certain types of hostile takeover activities. These provisions
regulate the acquisition of "control shares" of large public Michigan corporations
(the "Control Share Act").
The Control Share Act establishes procedures governing "control share acquisitions."
A control share acquisition is defined as an acquisition of shares by an
acquirer which, when combined with other shares held by that person or
entity, would give the acquirer voting power at or above any of the following
thresholds: 20%, 33 1/3% or 50%. Under the Control Share Act, an acquirer
may not vote "control shares" unless the corporation's disinterested shareholders
vote to confer voting rights on the control shares. The acquiring person,
officers of the target corporation, and directors of the target corporation
who are also employees of the corporation are precluded from voting on
the issue of whether the control shares shall be accorded voting rights.
The Control Share Act does not affect the voting rights of shares owned
by an acquiring person prior to the control share acquisition.
The Control Share Act entitles corporations to redeem control shares from
the acquiring person under certain circumstances. In other cases, the Control
Share Act confers dissenters' rights upon all of a corporation's shareholders
except the acquiring person.
The Control Share Act applies only to an "issuing public corporation."
Valley Ridge falls within the statutory definition of an "issuing public
corporation." The Control Share Act automatically applies to any "issuing
public corporation" unless the corporation "opts out" of the statute by
so providing in its articles of incorporation or bylaws. Valley Ridge has
not "opted out" of the Control Share Act.
Fair Price Act
.  Certain provisions of the MBCA (the
"Fair Price Act") establish a statutory scheme similar to the supermajority
and fair price provisions found in many corporate charters. The Fair Price
Act provides that a supermajority vote of 90% of the shareholders and no
less than two-thirds of the votes of non-interested shareholders must approve
a "business combination." The Fair Price Act defines a "business combination"
to encompass any merger, consolidation, share exchange, sale of assets,
stock issue, liquidation, or reclassification of securities involving an
"interested shareholder" or certain "affiliates." An "interested shareholder"
is generally any person who owns 10% or more of the outstanding voting
shares of the corporation. An "affiliate" is a person who directly or indirectly
controls, is controlled by, or is under common control with a specified
person.
-3-
The supermajority vote required by the Fair Price Act does not apply to
business combinations that satisfy certain conditions. These conditions
include, among others, that: (i) the purchase price to be paid for the
shares of the corporation is at least equal to the highest of either (a)
the market value of the shares or (b) the highest per share price paid
by the interested shareholder within the preceding two-year period or in
the transaction in which the shareholder became an interested shareholder,
whichever is higher; and (ii) once a person has become an interested shareholder,
the person must not become the beneficial owner of any additional shares
of the corporation except as part of the transaction which resulted in
the interested shareholder becoming an interested shareholder or by virtue
of proportionate stock splits or stock dividends.
The requirements of the Fair Price Act do not apply to business combinations
with an interested shareholder that the board of directors has approved
or exempted from the requirements of the Fair Price Act by resolution at
any time prior to the time that the interested shareholder first became
an interested shareholder.
Article X of the Restated Articles of Incorporation of Valley Ridge incorporates
the provisions of the Fair Price Act.
Classified Board
.  The board of directors of Valley
Ridge is classified into three classes, with each class serving a staggered,
three-year term. Classification of the board could have the effect of extending
the time during which the existing board of directors could control the
operating policies of Valley Ridge even though opposed by the holders of
a majority of the outstanding shares of Valley Ridge Common Stock. In addition,
under the Restated Articles of Incorporation, directors of Valley Ridge
may be removed only upon a super-majority vote of the shareholders.
Board Evaluation of Certain Offers
.
Article IX of the
Restated Articles of Incorporation of Valley Ridge provides that the board
of directors shall not approve, adopt or recommend any offer of any person
or entity (other than Valley Ridge) to make a tender or exchange offer
for any Valley Ridge Common Stock, to merge or consolidate Valley Ridge
with any other entity, or to purchase or acquire all or substantially all
of Valley Ridge's assets, unless and until the board has evaluated the
offer and determined that it would be in compliance with all applicable
laws and that the offer is in the best interests of Valley Ridge. In doing
so, the board may rely on an opinion of legal counsel who is independent
from the offeror, and/or may test such legal compliance in front of any
court or agency that may have appropriate jurisdiction over the matter.
In making its determination, the board must consider all factors it deems
relevant, including but not limited to: (i) the adequacy and fairness of
the consideration to be received by Valley Ridge and/or its shareholders,
considering historical trading prices of Valley Ridge Common Stock, the
price that could be achieved in a negotiated sale of Valley Ridge as a
whole, past offers, and the future prospects of Valley Ridge; (ii) the
potential social and economic impact of the proposed transaction on Valley
Ridge, its employees, customers and vendors; and (iii) the
-4-
potential social
and economic impact of the proposed transaction on the communities in which
Valley Ridge and its subsidiaries operate or are located.
In order to amend, repeal, or adopt any provision that is inconsistent
with Article IX, at least 80% of the shareholders, voting together as a
single class, must approve the change, unless the change has been recommended
for approval by at least 80% of the directors, in which case Article IX
shall be of no further force or effect.
Nomination of Directors
.  Under Valley Ridge's Bylaws,
all nominations for directors must be delivered to Valley Ridge in writing
at least 60 days prior to the annual meeting of shareholders. A nomination
that is not received prior to this deadline will not be placed on the ballot.
The board believes that advance notice of nominations by shareholders affords
a meaningful opportunity to consider the qualifications of the proposed
nominees and, to the extent deemed necessary or desirable by the board
of directors, provides an opportunity to inform shareholders about such
qualifications. Although this nomination procedure does not give the board
of directors any power to approve or disapprove of shareholder nominations
for the election of directors, this nomination procedure may have the effect
of precluding a nomination for the election of directors at a particular
annual meeting if the proper procedures are not followed.
Removal of Directors and Filling Vacancies
.  The Restated
Articles of Incorporation of Valley Ridge provide that any one or more
directors may be removed at any time, with or without cause, but only by
either (i) the affirmative vote of a majority of "Continuing Directors"
and at least 80% of the directors; or (ii) the affirmative vote, at a meeting
of the shareholders called for that purpose, of the holders of at least
80% of the voting power of the then-outstanding shares of capital stock
of Valley Ridge entitled to vote generally in the election of directors,
voting together as a single class. A "Continuing Director" is generally
defined in the Restated Articles of Incorporation as one who was a director
of Valley Ridge on July 1, 1996, any member of the board who is unaffiliated
with any "interested shareholder" and was a member of the board prior to
the time an interested shareholder became an interested shareholder, and
any successor of a Continuing Director who is unaffiliated with an interested
shareholder and is recommended to succeed a Continuing Director by a majority
of the Continuing Directors then on the board.
Any vacancies in the board of directors for any reason, and any newly created
directorships resulting from any increase in the number of directors, may
be filled only by the board of directors, acting by an affirmative vote
of a majority of the Continuing Directors and an 80% majority of all of
the directors then in office, although less than a quorum. Any directors
so chosen shall hold office until the next annual meeting of shareholders
and until their respective successors shall be duly elected and qualified
or their resignation or removal. No decrease in the number of directors
shall shorten the term of any incumbent director.
-5-
Amendment or Repeal of the Articles and Bylaws
.  Under
Michigan law, the board of directors need not adopt a resolution setting
forth an amendment to the articles of incorporation before the shareholders
may vote on it. Unless the articles of incorporation provide otherwise,
amendments of the articles of incorporation generally require the approval
of the holders of a majority of the outstanding stock entitled to vote
thereon, and if the amendment would increase or decrease the number of
authorized shares of any class or series, or the par value of such shares,
or would adversely affect the rights, powers, or preferences of such class
or series, a majority of the outstanding stock of such class or series
also would be required to approve the amendment.
Certain provisions of the Restated Articles of Incorporation of Valley
Ridge require a greater-than-majority vote. First, the affirmative vote
of at least 80% of the outstanding voting stock, voting together as a single
class, is required to amend, repeal or adopt any provisions inconsistent
with Article VIII, which sets forth requirements applicable to the board
of directors, unless a majority of disinterested directors approves the
amendment, in which case only a majority shareholder vote is required.
Second, as discussed above, in order to amend, repeal or adopt any provision
that is inconsistent with Article IX (board evaluation of certain offers),
at least 80% of the shareholders, voting together as a single class, must
approve the change, unless the change has been recommended for approval
by at least 80% of the directors, in which case Article IX shall be of
no further force or effect. Finally, to amend, repeal or adopt any provision
that is inconsistent with Article X (approval of business combinations),
at least 90% of the shareholders, voting together as a single class, including
at least two-thirds of voting stock not owned directly or indirectly by
any "interested shareholder," must approve the change, unless the change
has been recommended for approval by a majority of certain disinterested
directors.
The Bylaws of Valley Ridge may be altered, amended or repealed by the vote
of the holders of a majority of the shares who are present or represented
at a meeting at which a quorum is present. The Bylaws may also be amended
by the directors upon a majority vote, unless the notice of the directors'
meeting at which the amendment is approved omitted a reference to amending
or repealing the Bylaws, in which case a two-thirds vote of the directors
is necessary.
Limitation of Personal Liability
.  The MBCA provides
that a director or officer of a Michigan corporation shall discharge his
or her duties as a director or officer in good faith, with the care an
ordinarily prudent person in a like position would exercise under similar
circumstances, and in a manner he or she reasonably believes to be in the
best interests of the corporation. In discharging these duties, a director
or officer is entitled to rely on information, reports, or statements prepared
by directors, officers, or employees of the corporation whom the director
or officer reasonably believes to be reliable and competent in the matters
presented; legal counsel, accountants, engineers, or other persons as to
matters the director or officer reasonably believes are within the person's
professional or expert competence; or a committee of the board of which
the director of officer is not a member if he or she believes the committee
merits
-6-
confidence. A director or officer is not, however, entitled to rely
on the foregoing information if he or she has knowledge that makes such
reliance unwarranted. A director or officer who so performs these duties
may not be held liable by reason of being or having been a director or
officer of the corporation. No director or officer may be sued for failing
to perform these duties more than two years after the cause of action is
discovered or reasonably should have been discovered or more than three
years after the act or omission occurred, whichever period is shorter.
The Restated Articles of Incorporation of Valley Ridge provide that directors
shall not have personal liability to Valley Ridge or its shareholders for
monetary damages arising out of a breach of fiduciary duty by directors
in their capacities as directors. Under Michigan law, liability may not
be eliminated for (i) intentional infliction of harm on the corporation
or its shareholders; (ii) intentional criminal violations of law; (iii)
actions involving approval of various types of illegal distributions or
the making of improper loans; or (iv) the amount of financial benefit received
in transactions from which an improper personal benefit was obtained. The
Restated Articles of Incorporation are intended to give to the directors
of Valley Ridge the full protection against personal liability that is
permitted under Michigan law. This provision is designed to promote an
environment in which Valley Ridge's directors are free to function decisively
and effectively in directing the operation of the corporation without the
potential inhibiting threat of litigation.
These provisions do not eliminate the duty of care imposed upon a director,
but only eliminate a director's personal monetary liability to Valley Ridge
and its shareholders for actions that may be deemed to constitute a breach
of the duty of care in the decision-making context. The director's duty
of care remains unchanged and will be enforceable through such equitable
remedies as injunctive relief or rescission. However, equitable remedies
available to shareholders may in some instances be ineffective as a practical
matter. For instance, shareholders may not be aware of a proposed transaction
or other action until it is too late to prevent its completion. The provision
does not change any of the separate obligations of directors under the
federal securities laws.
Because these provisions of the Restated Articles of Incorporation limit
the situations in which a director may be held monetarily liable, they
could discourage or deter shareholders from bringing a lawsuit against
Valley Ridge's directors for breach of their duties of care, even though
such an action, if successful, might otherwise have benefitted Valley Ridge
and its shareholders. Insulation of directors from personal liability could
influence their decisions with respect to any future proposals to acquire
Valley Ridge. This could have the effect of making it more difficult for
others to acquire Valley Ridge and might discourage efforts to acquire
Valley Ridge.
Valley Ridge's board of directors does not believe the limitation of director
liability under the Restated Articles of Incorporation would result in
directors acting with less concern for
-7-
their fiduciary duties. Valley Ridge's
board of directors believes that the diligence exercised by directors stems
primarily from their desire to act in the best interests of Valley Ridge,
and not from a fear of monetary damage awards. Consequently, Valley Ridge's
board of directors believes that the level of scrutiny and care exercised
by directors would not be lessened by the Restated Articles of Incorporation.
An amendment to or repeal of the limitation of personal liability may not
apply to or affect the liability or alleged liability of any director of
Valley Ridge for or with respect to any act or omission of such director
prior to such amendment or repeal.
Item 5.
Interest of Named Experts and Counsel.
Not applicable.
Item 6.
Indemnification of Directors and Officers.
The Restated Articles of Incorporation of the Registrant require the Registrant
  to indemnify a present or former director or officer of the Registrant, and
  permit the Registrant to indemnify any other person, to the fullest extent now
  or in the future permitted by law in connection with any actual or threatened
  civil, criminal, administrative or investigative action, suit or proceeding
  arising out of his or her past or future service to the Registrant, or to another
  organization at the request of the Registrant. The Registrant's
  Bylaws contain similar provisions, except the mandatory indemnification applies
  to employees and agents of Valley Ridge in addition to directors and officers.
  The following is a summary of the applicable provisions of 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
-8-
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 which 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.
Identification 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 2 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.
Under the MBCA, a corporation may 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 (i) 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 (ii) 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.
-9-
The MBCA permits the Registrant to purchase insurance on behalf of its directors,
  officers, employees and agents against liabilities arising out of their positions
  with the Registrant, whether or not such liabilities would be within the above
  indemnification provisions. Pursuant to this authority, the Registrant maintains
  such insurance on behalf of its directors, officers and employees.
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
3.1
Restated Articles of Incorporation
. Previously
	filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-QSB
	for the Quarter ended June 30, 1998 and herein incorporated by reference.
3.2
Bylaws and Amendments
. Previously filed
	as Exhibit 3(b) to the Registrant's
	Form S-4 Registration Statement filed January 30, 1996 and herein incorporated
	by reference.
4.1
Restated Articles of Incorporation and Bylaws
.
	See Exhibits 3.1 and 3.2.
4.2
Form of Stock Certificate
. Previously
	filed as Exhibit 4(a) to the Registrant's
	Form S-4 Registration Statement filed January 30, 1996 and herein incorporated
	by reference.
4.3
Long Term Debt
. The Registrant is a party
	to several long-term debt agreements which at the time of this Registration
	Statement do not exceed 10% of the Registrant's
	total consolidated assets. The Registrant agrees to furnish copies of
	the agreements defining the rights of the other parties thereto to the
	Securities and Exchange Commission upon request.
5
Opinion Regarding Legality of Securities Offered.
-10-
23.1
Consent of Warner Norcross & Judd
LLP
--Included
	in Exhibit 5 and incorporated herein by reference.
23.2
Consent of Independent Public Auditors.
24
Powers of Attorney.
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 under 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, and the offering of such securities at that time
shall be deemed to be the initial
bona fide
offering.
(3)        To remove from registration
by means of a post-effective amendment any of the securities that remain
unsold at the termination of the offering.
-11-
(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 that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered, and the offering of such
securities at that time shall be deemed to be the initial
bona fide
offering.
(c)        Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the small business issuer pursuant
to the foregoing provisions, or otherwise, the small business issuer has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable.
-12-
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 Village of Kent City, State of Michigan, on this 30
th
day of December, 1999.
VALLEY RIDGE FINANCIAL CORP.
By s/Richard L. Edgar
Richard L. Edgar
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this registration statement
has been signed by the following persons in the capacities and on the date
indicated.
Signature
Title
Date
*
Jerome B. Arends
Director
December 30, 1999
*
K. Timothy Bull
Director
December 30, 1999
s/Richard L. Edgar
Richard L. Edgar
President, Chief Executive
Officer and Director
(Principal Executive Officer)
December 30, 1999
*
Fred J. Finkbeiner
Director
December 30, 1999
*
Gary Gust
Director
December 30, 1999
-13-
Signature
Title
Date
*
Ronald L. Hansen
Director and
Vice President
December 30, 1999
*
Robert C. Humphreys
Chairman of the Board
and Director
December 30, 1999
*
Ben J. Landheer
Director
December 30, 1999
s/Michael E. McHugh
Michael E. McHugh
Secretary and Treasurer
and Director
(Principal Financial and
Accounting Officer)
December 30, 1999
*
Dennis C. Nelson
Director
December 30, 1999
*
John J. Niederer
Director
December 30, 1999
*
Paul K. Spoelman
Director
December 30, 1999
*
Donald Swanson
Director
December 30, 1999
*
Donald VanSingel
Director
December 30, 1999
*By s/Michael E. McHugh
Michael E. McHugh
Attorney-in-Fact
-14-
EXHIBIT
INDEX
Exhibit
Number
Document
3.1
Restated Articles of Incorporation
. Previously
filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form 10-QSB
for the Quarter ended June 30, 1998 and herein incorporated by reference.
3.2
Bylaws and Amendments
. Previously filed
as Exhibit 3(b) to the Registrant's
Form S-4 Registration Statement filed January 30, 1996 and herein incorporated
by reference.
4.1
Restated Articles of Incorporation and Bylaws
.
See Exhibits 3.1 and 3.2.
4.2
Form of Stock Certificate
. Previously
filed as Exhibit 4(a) to the Registrant's
Form S-4 Registration Statement filed January 30, 1996 and herein incorporated
by reference.
4.3
Long Term Debt
. The Registrant is a party
to several long-term debt agreements which at the time of this Registration
Statement do not exceed 10% of the Registrant's
total consolidated assets. The Registrant agrees to furnish copies of the
agreements defining the rights of the other parties thereto to the Securities
and Exchange Commission upon request.
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 Independent Public Auditors.
24
Powers of Attorney.