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, 2009
Commission file number: 000-30495
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.) |
of Incorporation or Organization) |
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701-705 LaSalle Street |
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Ottawa, Illinois |
| 61350 |
(Address of Principal Executive Offices) |
| (ZIP Code) |
(815) 434-0044
(Registrant Telephone Number,
including Area Code)
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $1.00 per share
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No x
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 x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o 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. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o |
| Accelerated filer o |
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Non-accelerated filer o |
| Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes o No x
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, 2009, the last business day of the Company’s most recently completed second fiscal quarter, was $44,361,150.
645,988 shares of common stock were outstanding as of March 13, 2010.
DOCUMENTS INCORPORATED BY REFERENCE
The Company’s 2009 Annual Report to Stockholders is incorporated by reference in Parts II and IV, and the Company’s Proxy Statement for the Annual Meeting of Stockholders to be held May 19, 2010 is incorporated by reference in Part III.
Except for those portions of the 2009 Annual Report incorporated by reference, the Annual Report is not deemed filed as part of this Report.
Explanatory Note
First Ottawa Bancshares, Inc. is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2009, as filed with the Securities and Exchange Commission on March 25, 2010, in order to revise the 2009 Annual Report to Stockholders provided as Exhibit 13.1 to that filing, and to incorporate the amended exhibit into the items listed below.
The Company’s 2009 Annual Report to Stockholders, as originally provided in Exhibit 13.1 to the above-referenced Form 10-K, is revised as follows:
· Due to a clerical error, the interest earned in 2009 on loans, investment CDs, securities, federal funds sold, and interest-earning assets was incorrectly reported (in thousands) as $10,980, $497, $2,865, $203 and $14,545, respectively, in the “Analysis of Average Balances, Tax Equivalent Yields and Rates” table found of page 9 of the Company’s 2009 Annual Report to Stockholders. The correct amount of interest earned in 2009 for each of these asset categories was $9,280, $974, $2,703, $2 and $12,959, respectively. The complete revised 2009 Annual Report to Stockholders containing this information is attached hereto as Exhibit 13.1.
· The letter to stockholders which the Company provides in conjunction with the 2009 Annual Report to Stockholders was not included in Exhibit 13.1 as originally filed. The complete text of the Company’s letter to stockholders is now included in the revised Exhibit 13.1 attached hereto.
This Form 10-K/A does not reflect events occurring after the filing of the original Form 10-K filed with the Securities and Exchange Commission on March 25, 2010, or modify or update those disclosures affected by subsequent events. Except as described above, the Company has not modified or updated other disclosures or information presented in the original Form 10-K.
Item 5. Market For Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The information set forth under the caption “Price Range of Common Stock” on page 44 of the 2009 Annual Report to Stockholders (filed as Exhibit 13.1 of this Form 10-K/A) is incorporated herein by reference.
The Company’s ability to pay dividends to stockholders is largely dependent upon the dividends it receives from the Bank, and the Bank is subject to regulatory limitations on the amount of cash dividends it may pay. See “Business — Supervision and Regulation — The Company — Dividends” and “Business - Supervision and Regulation — The Bank — Dividends” for a more detailed description of these limitations.
Issuer Purchases of Equity Securities
Period |
| Total Number of |
| Average Price Paid |
| Total Number of |
| Maximum Number |
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October 1 2009 through October 31, 2009 |
| 0 |
| 0 |
| 0 |
| 0 |
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November 1, 2009 through November 30, 2009 |
| 0 |
| 0 |
| 0 |
| 0 |
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December 1, 2009 through December 31, 2009 |
| 0 |
| 0 |
| 0 |
| 0 |
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Total |
| 0 |
| 0 |
| 0 |
| 0 |
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(1) Repurchased by the Company in open market purchases with third parties.
Item 6. Selected Financial Data
The information set forth under the caption “Selected Consolidated Financial Information” on page 1 of the 2009 Annual Report to Stockholders (filed as Exhibit 13.1 of this Form 10-K/A) is incorporated herein by reference.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The information set forth under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 2 through 9 of the 2009 Annual Report to Stockholders (filed as Exhibit 13.1 of this Form 10-K/A) is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
The information set forth under the caption “Quantitative and Qualitative Disclosures about Market Risk” on page 10 of the 2009 Annual Report to Stockholders (filed as Exhibit 13.1 of this Form 10-K/A) is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The consolidated financial statements of the Company and the Report of Independent Registered Public Accounting Firm as set forth on pages 14 through 43 of the 2009 Annual Report to Stockholders (filed as Exhibit 13.1 of this Form 10-K/A) are incorporated herein by reference:
| Annual Report to |
| Stockholders Page |
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Report of Independent Registered Public Accounting Firm | 14 |
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Consolidated Balance Sheets as of December 31, 2009 and 2008 | 15 |
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Consolidated Statements of Income for the years ended December 31, 2009, and 2008 | 16 |
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Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2009, and 2008 | 17 |
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Consolidated Statements of Cash Flows for the years ended December 31, 2009, and 2008 | 18 |
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Notes to the Consolidated Financial Statements | 19 |
The portions of the 2009 Annual Report to Stockholders which are not specifically incorporated by reference as a part of this Form 10-K/A are not deemed to be a part of this report.
PART IV
Item 15. Exhibits and Financial Statement Schedules
The following exhibits required by Item 601 of Regulation S-K are included along with this 10-K/A filing:
| 13.1 | 2009 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 Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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| FIRST OTTAWA BANCSHARES, INC. | |
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| By: | /s/ Joachim Brown |
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| Joachim Brown, President and Chief Executive Officer (Principal Executive Officer) |
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| By: | /s/ Vincent G. Easi |
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| Vincent G. Easi, Chief Financial Officer (Principal Financial and Accounting Officer) |
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Date: April 13, 2010 |
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