SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
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/_/ Soliciting Material Pursuant 14a-6(e)(2))
Rule 14a-11(c)or Rule 14a-12
FIRST NATIONAL BANCORP, INC.
------------------------------------------------
(Name of Registrant as Specified in its Charter)
_________________________________________________________________
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
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FIRST NATIONAL BANCORP, INC.
78 North Chicago Street
Joliet, Illinois 60432
March 2, 2001
Dear Shareholder:
We are pleased to announce that on March 1, 2001, First National
Bancorp entered into a definitive agreement with Bank of Montreal,
parent of Harris Bank, pursuant to which Bank of Montreal will acquire
First National Bancorp. The acquisition is subject to approval by
First National Bancorp's shareholders and regulatory approval. The
terms of the agreement and the consideration you will receive for your
First National Bancorp shares in the proposed acquisition are
described in the enclosed press release.
In light of this recent development and of the need to hold a
shareholders' meeting later this year to vote on the acquisition, we
plan to adjourn our March 8th annual meeting of shareholders without
conducting any business at the meeting. WE DO NOT NEED THE PRESENCE
OF A QUORUM IN ORDER TO ADJOURN THE MEETING, SO THERE IS NO REASON FOR
YOU TO ATTEND THE ANNUAL MEETING OF SHAREHOLDERS ON MARCH 8TH.
Instead, we will hold a shareholders' meeting to consider and vote on
the proposed acquisition and any other necessary business at a later
date. We will inform you of the new date, time and place at which the
shareholders' meeting will be held in a notice which will be included
in the proxy statement/prospectus described below.
In connection with the acquisition, Bank of Montreal will be filing a
registration statement and other documents with the Securities and
Exchange Commission (SEC). The registration statement will contain
the proxy statement of First National Bancorp and the prospectus of
Bank of Montreal. We urge you to read this combined proxy
statement/prospectus and any other relevant documents filed with the
SEC when they become available because they will contain important
information concerning the proposed acquisition, among other things.
We will mail the proxy statement/prospectus and the other relevant
documents free of charge to shareholders of record of First National
Bancorp on the new record date to be set for the shareholders'
meeting. You will also be able to obtain the proxy statement/
prospectus and other relevant documents free of charge at the SEC's
website, www.sec.gov, or by requesting these documents from Bank of
Montreal at Corporate Secretary's Department, 21st floor, 1 First
Canadian Place, Toronto, Ontario, M5X1A1, or from First National
Bancorp at 78 North Chicago Street, Joliet, Illinois 60432.
We thank you for your patience and support and look forward to seeing
you at the rescheduled shareholders' meeting.
Very truly yours,
Kevin T. Reardon
Chairman & Chief Executive Officer
_________________
* This solicitation is being made on behalf of the board of directors
of First National Bancorp.
NEWS RELEASE FOR IMMEDIATE RELEASE
Contact:
Paul Gammal, Harris Bank (312) 461-6625
Albert D'Ottavio, First National Bank of Joliet (815) 726-8507
HARRIS BANK TO ACQUIRE FIRST NATIONAL BANK OF JOLIET
ACQUISITION EXTENDS HARRIS COMMUNITY BANKING NETWORK
INTO FASTEST GROWING COUNTY IN ILLINOIS
CHICAGO, MARCH 2, 2001 -- Harris Bank, Bank of Montreal (NYSE: BMO)
and First National Bank of Joliet (OTCBB: FNBJ) announced today the
signing of a definitive merger agreement for Harris to acquire First
National Bank of Joliet.
Established in 1857, First National Bank of Joliet is a publicly
traded, full-service community bank with $1.1 billion in assets and
$844 million in deposits. Headquartered in Joliet, Illinois, it
operates from 18 branch locations, primarily in southwest suburban
Will County, the fastest growing county in Illinois and the 16th
fastest growing county in the United States.
FNBJ shareholders will receive $72.50 in BMO stock or cash, or a
combination at their option, for each FNBJ common share outstanding
with the share exchange ratio determined at closing. The purchase
price of approximately $220 million is 19.1 times year 2000 earnings
and equates to 2.3 times FNBJ's book value. The transaction is
subject to regulatory and First National Bank of Joliet shareholder
approvals.
In connection with this transaction, which is expected to close in
August, FNBJ has granted BMO an option to acquire 19.9% of the common
stock of FNBJ exercisable under certain circumstances.
"First National Bank of Joliet is a premier community bank their
people, their network and their customers are a perfect fit for
Harris," said Al McNally, Chairman and CEO of Harris Bank. "We have
great respect for their long and successful history as 'the hometown
bank' in Will County and are delighted that First National Bank of
Joliet's management team will continue in leadership roles.
"This merger gives us the opportunity to provide the full array of
Harris services to thousands of new individual and business customers
-- in what has become the fastest growing market in Chicagoland,"
McNally said. "It moves us very close to the number two position in
the Chicagoland marketplace, and closer to our goal of becoming the
dominant full-service bank."
The merger increases the Harris community bank network to 149
locations and 245 ATMs across Chicagoland. Upon closing, First
National Bank of Joliet will become Harris Bank Joliet, and will
operate as the ninth Harris Chicagoland Banking region.
"We look forward to being part of the Harris organization," said Kevin
Reardon, Chairman and CEO of First National Bank of Joliet. "After
144 years as a community bank, we believe Harris is the ideal partner
to carry on First National Bank of Joliet's values and commitment to
our customers and communities in the rapidly growing Will County
region.
"Our partnership brings together a shared commitment to local
community banking, under the Harris name," Reardon said. "Our
customers will continue to receive the same quality service from our
employees, enhanced by the broader capabilities of the Harris. And
our employees can look forward to expanding career opportunities as we
continue to grow and invest in the communities we serve."
This merger is another major milestone in the growth and expansion of
Harris Bank. Since 1994, Harris has more than tripled its number of
locations and the number of customers served in Chicagoland to one
million. Harris Bank earnings have more than doubled from $110
million in 1994 to $243 million in 2000 (excluding net gains on
divestitures), an average growth rate of 16% per annum.
With $29 billion in assets and $19 billion in deposits, Harris is one
of the largest community bank networks in Illinois, a nationally
recognized provider of private client and personal trust services, and
a premier Midwest mid-market corporate bank. Harris also has 14
branches and private banking offices in Arizona and Florida. Harris
Bank is wholly owned by Bank of Montreal, Canada's first bank, a
highly diversified financial services institution with average assets
of (US) $162 billion and 33,000 employees.
###
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OR SALE OF SECURITIES.
BANK OF MONTREAL AND FIRST NATIONAL BANK OF JOLIET WILL BE FILING A
PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS CONCERNING THE
BUSINESS COMBINATION TRANSACTION REFERENCED HEREIN WITH THE SECURITIES
AND EXCHANGE COMMISSION. INVESTORS AND SECURITY HOLDERS ARE ADVISED
TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING SUCH TRANSACTION,
WHEN IT IS FILED BY BANK OF MONTREAL AND FIRST NATIONAL BANK OF JOLIET
AND BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
INVESTORS AND SECURITY HOLDERS WILL BE ABLE TO OBTAIN A FREE COPY OF
THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED BY BANK OF
MONTREAL AND FIRST NATIONAL BANK OF JOLIET WHEN THEY BECOME AVAILABLE
WITH THE SECURITIES AND EXCHANGE COMMISSION AT THE COMMISSION'S WEB
SITE AT www.SEC.GOV. THE PROXY STATEMENT/PROSPECTUS AND SUCH OTHER
DOCUMENTS MAY ALSO BE OBTAINED WITHOUT CHARGE FROM BANK OF MONTREAL
AND FIRST NATIONAL BANK OF JOLIET BY DIRECTING YOUR REQUEST TO BANK OF
MONTREAL AT CORPORATE SECRETARY'S DEPARTMENT, 21st FLOOR, 1 FIRST
CANADIAN PLACE, TORONTO, ONTARIO, M5X1A1 OR FIRST NATIONAL BANK OF
JOLIET AT 78 N. CHICAGO STREET, JOLIET, IL 60432.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This news release includes forward-looking statements that are
intended to be covered by the safe-harbor provisions of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements include but are not limited to comments with respect to the
objectives and strategies, financial condition, results of operations
and businesses of both Bank of Montreal and First National Bank of
Joliet.
However, by their nature these forward-looking statements involve
numerous assumptions, inherent risks and uncertainties, both general
and specific, and the risk that predictions and other forward-looking
statements will not be achieved. Bank of Montreal and First National
Bank of Joliet caution readers of this news release not to place undue
reliance on these forward-looking statements as a number of important
factors could cause actual future results to differ materially from
the plans, objectives, expectations, estimates and intentions
expressed in such forward-looking statements.
These risks, uncertainties and other factors include the satisfaction
of merger closing conditions; regulatory approval and First National
Bank of Joliet shareholder approval of the merger; the actual closing
of the merger; the actual effects of the merger on the combined
companies and their customers; the combined companies' ability to
successfully integrate and achieve desired and achieve desired
operating synergies and results; and others discussed in Bank of
Montreal's and First National Bank of Joliet's respective filings with
the Securities and Exchange Commission.