SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
Commission file number: 005-57237
FIRST OTTAWA BANCSHARES, INC.
(Exact name of Registrant as specified in its charter)
Delaware |
| 36-4331185 |
(State or Other Jurisdiction |
| (I.R.S. Employer Identification No.) |
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701-705 LaSalle Street |
| 61350 |
(Address of Principal Executive Offices) |
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(815) 434-0044 | ||
(Registrant Telephone Number, | ||
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Securities registered under Section 12(b) of the Exchange Act: | ||
None | ||
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Securities registered under Section 12(g) of the Exchange Act: | ||
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Common Stock, par value $1.00 per share | ||
(Title of Class) | ||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes o No ý
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the last known sales price on or prior to June 30, 2004, the last business day of the registrant’s most recently completed second fiscal quarter, was $28,704,480.
649,989 shares of common stock were outstanding as of May 11, 2005.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Parts II and IV are incorporated by reference from the Registrant’s 2004 Annual Report to Stockholders; and a portion of Part III is incorporated by reference from the Registrant’s Proxy Statement for the Annual Meeting of Stockholders held May 18, 2005.
Except for those portions of the 2004 Annual Report incorporated by reference, the Annual Report is not deemed filed as part of this Report.
EXPLANATORY NOTE
On March 30, 2005, First Ottawa Bancshares, Inc. (the “Company”) filed its Form 10-K for its fiscal year ended December 31, 2004. In the filing, the original signature of BKD, LLP, the Company’s independent registered public accounting firm, was not included in BKD, LLP’s audit report. Also, the audit report for the fiscal year ended December 31, 2002, issued by Crowe Chizek and Company LLC, the Company’s prior independent registered public accounting firm, was not included in the Form 10-K. The purpose of this Form 10-K/A (“Amendment No. 1”) is to re-file the Company’s financial statements to include BKD, LLP’s signature on its audit report and to include the audit report issued by Crowe Chizek and Company LLC for the fiscal year ended December 31, 2002. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by the Company’s principal executive officer and principal financial officer are being filed as exhibits to this Form 10-K/A.
This Amendment No. 1 contains only the sections and exhibits to the Form 10-K which are being amended. The sections of and exhibits to the Form 10-K as originally filed which are not included herein are unchanged and continue in full force and effect as originally filed. This Amendment No. 1 speaks as of the date of the original filing of the Form 10-K and has not been updated to reflect events occurring subsequent to the original filing date.
PART II
Item 8. Financial Statements and Supplementary Data
The consolidated financial statements of the Registrant and the Report of Independent Registered Public Accounting Firm as set forth on pages 17 through 39 of the 2004 Annual Report to Stockholders (filed as Exhibit 13.1 of this report) are incorporated herein by reference:
Reports of Independent Registered Public Accounting Firm |
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Consolidated Balance Sheets as of December 31, 2004 and 2003 |
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Consolidated Statements of Income for the years ended December 31, 2004, 2003, and 2002 |
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Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2004, 2003, and 2002 |
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Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2003, and 2002 |
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Notes to the Consolidated Financial Statements |
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The portions of the 2004 Annual Report to Stockholders which are not specifically incorporated by reference as a part of this Form 10-K are not deemed to be a part of this report.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) |
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| Financial Statements |
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| All financial statements of the Registrant are incorporated herein by reference as set forth under Item 8, Part II of this report on Form 10-K/A. |
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| 2. |
| Financial Statement Schedules Not applicable. |
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| 3. |
| Exhibits (Numbered in accordance with Item 601 of Regulation S-K) | ||
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| The following exhibits are filed as part of this report: | ||
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| 13.1 |
| Annual Report to Stockholders |
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| 31.1 |
| Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) |
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| 31.2 |
| Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) |
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| 32.1 |
| Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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| 32.2 |
| Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| FIRST OTTAWA BANCSHARES, INC. | |||
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| By: | /s/ Joachim Brown |
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| Joachim Brown, President and Chief Executive | ||
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| By: | /s/ Vincent G. Easi |
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| Vincent G. Easi, Principal Financial Officer | ||
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Date: | July 7, 2005 |
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EXHIBIT INDEX
Exhibit Number |
| Description |
| Incorporated by |
| Attached |
13.1 |
| 2004 Annual Report to Stockholders |
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| X |
31.1 |
| Certification of Chief Executive Officer |
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| X |
31.2 |
| Certification of Chief Financial Officer |
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| X |
32.1 |
| Certification of Chief Executive Officer |
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| X |
32.2 |
| Certification of Chief Financial Officer |
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| X |
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