Filed by First Community Financial Partners, Inc.
(Commission File No. 132-02761)
pursuant to Rule 425 under the Securities Act of 1933,
as amended, and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Companies:
Burr Ridge Bank & Trust
First Community Bank of Homer Glen & Lockport
First Community Bank of Plainfield
[LOGO]
August 28, 2012
Dear First Community Financial Partners Shareholder:
We have important news to share with you.
First Community Financial Partners, Inc. has entered into
agreements with Burr Ridge Bank and Trust, First Community Bank
of Homer Glen & Lockport and First Community Bank of Plainfield,
to merge with First Community Bank of Joliet, a wholly owned
banking subsidiary. The new consolidated organization will be
called First Community Financial Bank and will be wholly owned by
First Community Financial Partners. The transaction is subject
to bank regulatory approval, the approval of the shareholders of
the banking subsidiaries and certain other closing conditions,
all expected to be received in late 2012 and early 2013.
This is a major event in the history of our organization. We
feel strongly that by taking this step, First Community Financial
Partners will be better positioned to pursue our mission of
providing superior, community-based financial services. The four
banks will operate under a single charter; however, each bank
will retain its local community bank identity.
What do these mergers mean for shareholders? To put it simply:
growth.
Our plan represents the next stage in our evolution as a dynamic
financial institution, our "pathway" to future growth. Combined
under a single charter, we anticipate experiencing enhanced
operating efficiencies, while offering customers a greater range
of products, services and access to expertise than any of the
banks could provide individually. By consolidating our banks, we
believe we will:
* improve our access to growth capital in the future by
simplifying our organizational structure,
* enhance the position of the organization to make
acquisitions,
* enhance our ability to attract additional sophisticated and
profitable clients,
* create better liquidity for shareholders, and, critically,
* grow shareholder value.
Following the mergers, we will look to retain the successful
elements of our operating structure including our management team
and current board members. While we will have a single board of
directors for First Community Financial Bank, we will maintain
our community focus as each of the bank offices will retain its
current board members in an advisory role. These local advisory
boards provide local knowledge of each market to guide our growth
while we serve each community's unique banking needs.
The banking industry has been challenging over the past four
years. We have focused our efforts on improving our credit
quality, maintaining and enhancing our capital position, managing
expenses and putting our company in a position for sustained and
profitable growth as the economy slowly rebounds. The mergers
are an important next step for us as we position our company for
long term growth.
We are very excited about our consolidation plan as we feel that
it provides a solid "pathway" for the bank's future success, and
we believe our shareholders will join in that excitement. Please
contact either of us if you have any questions.
Sincerely,
/s/ George Barr /s/ Patrick J. Roe
George Barr Patrick J. Roe
Chairman of the Board President
Safe Harbor
-----------
Any statements other than statements of historical facts,
including statements about management's beliefs and expectations,
are forward-looking statements and should be evaluated as such.
These statements are made on the basis of management's views and
assumptions regarding future events and business performance.
Words such as "estimate," "believe," "anticipate," "expect,"
"intend," "plan, "target," "project," "should," "may," "will" and
similar expressions are intended to identify forward-looking
statements. Forward-looking statements (including oral
representations) involve risks and uncertainties that may cause
actual results to differ materially from any future results,
performance or achievements expressed or implied by such
statements. These risks and uncertainties include the ability of
First Community Financial Partners, Inc. (the "Company") to
complete the acquisition of the shares of stock of Burr Ridge
Bank and Trust, First Community Bank of Homer Glen & Lockport and
First Community Bank of Plainfield not owned by the Company
(collectively, the "Non-Wholly Owned Banks"), successfully
integrate the operations of the Company, the Non-Wholly Owned
Banks and First Community Bank of Joliet ("Joliet"), a wholly
owned subsidiary of the Company, and realize the synergies from
the acquisition, as well as a number of other factors related to
the businesses of the Company, the Non-Wholly Owned Banks and
Joliet, including various risks to stockholders of not receiving
dividends and risks to the Company's ability to pursue growth
opportunities if the Company continues to pay dividends according
to the current dividend policy; various risks to the price and
volatility of the Company's common stock; the amount of debt and
the Company's ability to repay or refinance it or incur
additional debt in the future; the Company's need for cash to
service and repay the debt and to pay dividends on the Company's
common stock and preferred stock; risks associated with the
Company's possible pursuit of acquisitions; economic conditions
in the Company's, Joliet's and the Non-Wholly Owned Bank's
service areas; system failures; losses of large customers;
disruptions in the relationship with third party vendors; losses
of key management personnel and the inability to attract and
retain highly qualified management and personnel in the future;
changes in the extensive governmental legislation and regulations
governing banking; high costs of regulatory compliance; the
impact of legislation and regulatory changes on the banking
industry; and liability and compliance costs regarding banking
regulations.
Many of these risks are beyond management's ability to control or
predict. All forward-looking statements attributable to the
Company, Joliet or the Non-Wholly Owned Banks or persons acting
on behalf of each of them are expressly qualified in their
entirety by the cautionary statements and risk factors contained
in this communication. Because of these risks, uncertainties and
assumptions, you should not place undue reliance on these
forward-looking statements. Furthermore, forward-looking
statements speak only as of the date they are made. Except as
required under the federal securities laws or the rules and
regulations of the Securities and Exchange Commission, we do not
undertake any obligation to update or review any forward-looking
information, whether as a result of new information, future
events or otherwise.
Prospectus/Proxy Statement
--------------------------
This material is not a substitute for the prospectus/proxy
statement the Company will file with the Securities and Exchange
Commission. INVESTORS IN THE COMPANY OR THE NON-WHOLLY OWNED
BANKS ARE URGED TO READ THE PROSPECTUS/PROXY STATEMENT, WHICH
WILL CONTAIN IMPORTANT INFORMATION, INCLUDING DETAILED RISK
FACTORS, WHEN IT BECOMES AVAILABLE. The prospectus/proxy
statement and other documents which will be filed by the Company
with the Securities and Exchange Commission will be available
free of charge at the Securities and Exchange Commission's
website, www.sec.gov, or by directing a request when such a
filing is made to First Community Financial Partners, Inc., 2801
Black Road Joliet, IL 60435, Attention: Glen Stitely, Corporate
Secretary. A final proxy statement will be mailed to the
stockholders of the Non-Wholly Owned Banks.
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction.
Proxy Solicitation
------------------
The Non-Wholly Owned Banks and their respective directors,
executive officers and other employees may be deemed to be
participants in the solicitation of proxies in connection with
the proposed transaction. Information about the directors and
executive officers of the Non-Wholly Owned Banks will be
available in the prospectus/proxy statement when it becomes
available.