UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2004
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from/to
NB&T FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
| Ohio | 31-1004998 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
48 N. South Street, Wilmington, Ohio 45177
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number: (513) 382-1441
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act) Yes ¨ No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the last practicable date: As of August 4, 2004, 3,227,893 common shares were issued and outstanding.
Expanatory Note
NB&T Financial Group, Inc. (the “Company”), hereby amends its Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, as originally filed by the Company with the Securities and Exchange Commission on August 12, 2004 (the “Original Form 10-Q”), to add Exhibit 10.6 The National Bank and Trust Company Management Annual Incentive Plan (the “Plan”). The Plan, adopted by the Board of Directors in April 2004, was inadvertently omitted from the Original Form 10-Q. This Form 10-Q/A does not amend, update or change any items or disclosures contained in the Original Form 10-Q except the list of exhibits contained in Part II, Item 6; the Index to Exhibits; the Exhibit 10.6 itself; and updated Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 included as Exhibits 31.1 and 31.2. Accordingly, all other items that remain unaffected are omitted in this filing.
This Form 10-Q/A speaks as of the date of the Original Form 10-Q, and we have not updated the disclosures contained therein to reflect any events that occurred at any subsequent date. The filing of this Form 10-Q/A shall not be deemed an admission that the Original Form 10-Q, when filed, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement therein not misleading.
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PART II – OTHER INFORMATION
Item 1 – Legal Proceedings
Not applicable
Item 2 – Changes in Securities and Use of Proceeds, and Issuer Purchases of Equity Securities
Not applicable
Item 3 – Defaults Upon Senior Securities
Not applicable
Item 4 – Submission of Matters to a Vote of Security Holders
Not applicable
Item 5 - Other Information
Not applicable
Item 6 – Exhibits and Reports on Form 8-K
(a) Exhibits:
Index to Exhibits | ||
| 10.1 | Severance agreement for Andrew J. McCreanor | |
| 10.2 | Severance agreement for Craig F. Fortin | |
| 10.3 | Severance agreement for Stephen G. Klumb | |
| 10.4 | Severance agreement for Walter H. Rowsey | |
| 10.5 | Severance agreement for Howard T. Witherby | |
| 10.6 | Management Annual Incentive Plan | |
| 15 | Accountants’ acknowledgement. | |
| 31.1 | Certification by CEO. | |
| 31.2 | Certification by CFO. | |
| 32.1 | Financial statements certification by CEO. | |
| 32.2 | Financial statements certification by CFO. | |
| 99 | Safe harbor under the Private Securities Litigation Reform Act of 1995. | |
(b) Filings on Form 8-K:
The Company filed a Form 8-K with the Securities and Exchange Commission on April 27, 2004 regarding a press release announcing the results of operations for the first quarter of 2004.
The Company filed a Form 8-K with the Securities and Exchange Commission on June 15, 2004 regarding a press release announcing declaration of its second quarter dividend.
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SIGNATURES
Pursuant to the requirements 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.
NB&T FINANCIAL GROUP, INC.
Date: November 9, 2004 | /s/ Craig F. Fortin | |
Craig F. Fortin | ||
Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
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Index to Exhibits
| 10.1 | Severance agreement for Andrew J. McCreanor | |
| 10.2 | Severance agreement for Craig F. Fortin | |
| 10.3 | Severance agreement for Stephen G. Klumb | |
| 10.4 | Severance agreement for Walter H. Rowsey | |
| 10.5 | Severance agreement for Howard T. Witherby | |
| 10.6 | Management Annual Incentive Plan | |
| 15 | Accountants’ acknowledgement. | |
| 31.1 | Certification by CEO. | |
| 31.2 | Certification by CFO. | |
| 32.1 | Financial statements certification by CEO. | |
| 32.2 | Financial statements certification by CFO. | |
| 99 | Safe harbor under the Private Securities Litigation Reform Act of 1995. | |
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