SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2000 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For transition period from ____________ to ______________ 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.) of incorporation or organization) 701-705 LASALLE STREET 61350 OTTAWA, ILLINOIS (ZIP Code) (Address of principal executive offices) (815) 434-0044 (Registrant's telephone number, including area code) 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 the number of shares outstanding of each of the Registrant's classes of common stock as of the latest practicable date: As of July 31, 2000 the Registrant had outstanding 662,281 shares of common stock, $1.00 par value per share. FIRST OTTAWA BANCSHARES, INC. - -------------------------------------------------------------------------------- Form 10-Q Quarterly Report Table of Contents PART I Item 1. Condensed Consolidated Financial Statements 3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 3. Quantitative and Qualitative Disclosures about Market Risk 14 PART II Item 1. Legal Proceedings 15 Item 2. Changes in Securities 15 Item 3. Defaults Upon Senior Securities 15 Item 4. Submission of Matters to a Vote of Security Holders 15 Item 5. Other Information 16 Item 6. Exhibits and Reports on Form 8-K 16 Item 7. Signatures 17 - -------------------------------------------------------------------------------- 2. FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data) - -------------------------------------------------------------------------------- June 30, December 31, 2000 1999 -------- -------- ASSETS Cash and due from banks $ 6,266 $ 13,243 Securities available-for-sale 87,376 89,983 Loans held for sale 333 1,738 Loans, less allowance for loan losses of $1,083 and $1,059 121,724 126,647 Bank premises and equipment, net 2,550 2,494 Interest receivable and other assets 6,626 6,385 -------- -------- Total assets $224,875 $240,490 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities Deposits Demand - non-interest-bearing $ 18,537 $ 17,917 NOW accounts 27,505 30,338 Money market accounts 10,930 10,530 Savings 18,353 18,702 Time, $100,000 and over 25,934 23,073 Other time 77,157 83,329 -------- -------- Total deposits 178,416 183,889 Federal funds purchased 7,420 7,600 Securities sold under agreements to repurchase 15,085 18,665 Interest payable and other liabilities 3,227 4,353 -------- -------- Total liabilities 204,148 214,507 Shareholders' equity Common stock - $1 par value, 750,000 shares authorized and issued 750 750 Additional paid-in capital 4,000 4,000 Retained earnings 23,372 22,947 Treasury stock, at cost, 87,719 shares (5,000) - Accumulated other comprehensive loss (2,395) (1,714) -------- -------- Total shareholders' equity 20,727 25,983 -------- -------- Total liabilities and shareholders' equity $224,875 $240,490 ======== ======== - -------------------------------------------------------------------------------- See accompanying notes to condensed consolidated financial statements. 3. FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except share and per share data) - -------------------------------------------------------------------------------- Three Months Ended Six Months Ended June 30, June 30, 2000 1999 2000 1999 -------- -------- -------- -------- Interest income Loans (including fee income) $ 2,623 $ 2,506 $ 5,270 $ 4,990 Securities Taxable 935 1,148 1,866 2,283 Exempt from federal income tax 437 472 873 959 Federal funds sold - 1 - 1 -------- -------- -------- -------- Total interest income 3,995 4,127 8,009 8,233 Interest expense NOW account deposits 135 170 286 337 Money market deposit accounts 108 104 206 195 Savings deposits 92 126 194 250 Time deposits 1,379 1,502 2,756 3,023 Repurchase agreements 216 101 445 196 Federal funds purchased 156 56 248 111 -------- -------- -------- -------- Total interest expense 2,086 2,059 4,135 4,112 -------- -------- -------- -------- NET INTEREST INCOME 1,909 2,068 3,874 4,121 Provision for loan losses 90 90 180 180 -------- -------- -------- -------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 1,819 1,978 3,694 3,941 Noninterest income Service charges on deposit accounts 180 129 349 256 Trust and farm management fee income 90 108 180 216 Other fees and commissions 151 245 246 342 Securities gains (losses), net (4) 1 (4) 1 -------- -------- -------- -------- Total noninterest income 417 483 771 815 Noninterest expenses Salaries and employee benefits 904 738 1,739 1,520 Occupancy and equipment expense 191 226 415 457 Data processing expense 125 125 259 242 Supplies 35 68 68 116 Advertising and promotions 43 63 85 108 Professional fees 60 59 126 98 Other expenses 285 162 531 343 -------- -------- -------- -------- Total noninterest expenses 1,643 1,441 3,224 2,885 -------- -------- -------- -------- INCOME BEFORE INCOME TAXES 593 1,020 1,241 1,871 Provision for income taxes 49 166 154 334 -------- -------- -------- -------- NET INCOME $ 544 $ 854 $ 1,087 $ 1,536 ======== ======== ======== ======== Comprehensive income (loss) $ 294 $ (654) $ 406 $ (608) ======== ======== ======== ======== Earnings per share $ 0.82 $ 1.14 $ 1.62 $ 2.05 ======== ======== ======== ======== Average shares outstanding 662,281 750,000 671,956 750,000 - -------------------------------------------------------------------------------- See accompanying notes to condensed consolidated financial statements. 4. FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY Six Months ended June 30, 2000 and 1999 (In thousands, except per share data) - -------------------------------------------------------------------------------- Accumulated Total Additional Other Share- Common Paid-In Retained Treasury Comprehensive holders' Stock Capital Earnings Stock Income (Loss) Equity ----- ------- -------- ----- ------------- ------ Balance at January 1, 1999 $750 $4,000 $23,043 $ - $ 1,466 $29,259 Net income - - 1,536 - - 1,536 Unrealized net loss on securities available-for-sale, net of reclassi- fication and tax effects - - - - (2,144) (2,144) ------- Comprehensive loss - - - - - (608) Cash dividends declared ($1 per share) - - (750) - - (750) ---- ------ ------- ------- ------- ------- Balance at June 30, 1999 $750 $4,000 $23,829 $ - $ (678) $27,901 ==== ====== ======= ======= ======= ======= Balance at January 1, 2000 $750 $4,000 $22,947 $ - $(1,714) $25,983 Net income - - 1,087 - - 1,087 Unrealized net loss on securities available-for-sale, net of reclassi- fications and tax effects - - - - (681) (681) ------- Comprehensive income - - - - - 406 Cash dividends declared ($1 per share) - - (662) - - (662) Purchase of 87,719 treasury shares - - - (5,000) - (5,000) ---- ------ ------- ------- ------- ------- Balance at June 30, 2000 $750 $4,000 $23,372 $(5,000) $(2,395) $20,727 ==== ====== ======= ======= ======= ======= - -------------------------------------------------------------------------------- See accompanying notes to condensed consolidated financial statements. 5. FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Six Months ended June 30, 2000 and 1999 (In thousands) - -------------------------------------------------------------------------------- 2000 1999 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 1,087 $ 1,536 Adjustments to reconcile net income to net cash from operating activities Change in deferred loan fees 1 2 Provision for loan losses 180 180 Depreciation and amortization 150 151 Premium amortization on securities, net 34 39 Net real estate loans originated for sale 1,387 (1,017) Loss on loan sales 13 - Loss (gain) on sale of securities available-for-sale 4 (1) Loss on sale of other real estate owned 18 - Change in interest receivable and other assets 168 (103) Change in interest payable and other liabilities (275) (226) -------- -------- Net cash from operating activities 2,767 561 CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sales of securities available-for-sale 2,041 14,338 Proceeds from maturities of securities 505 13,782 Purchases of securities available-for-sale (1,009) (18,722) Net change in loans receivable 4,530 (653) Proceeds from sale of other real estate owned 50 - Proceeds from sale of bank premises 15 - Property and equipment expenditures (143) (266) -------- -------- Net cash from investing activities 5,989 8,479 CASH FLOWS FROM FINANCING ACTIVITIES Change in deposits (5,473) 1,961 Change in federal funds purchased (180) (450) Change in securities sold under agreements to repurchase (3,580) (5,064) Purchase of treasury stock (5,000) - Dividends paid (1,500) (1,500) -------- -------- Net cash from financing activities (15,733) (5,053) -------- -------- Change in cash and due from banks (6,977) 3,987 Cash and due from banks at beginning of period 13,243 7,601 -------- -------- CASH AND DUE FROM BANKS AT END OF PERIOD $ 6,266 $ 11,588 ======== ======== - -------------------------------------------------------------------------------- See accompanying notes to condensed consolidated financial statements. 6. FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Table dollars in thousands) June 30, 2000 and 1999 - -------------------------------------------------------------------------------- NOTE 1 - BASIS OF PRESENTATION The accounting policies followed in the preparation of the interim condensed consolidated financial statements are consistent with those used in the preparation of annual consolidated financial statements. The interim condensed consolidated financial statements reflect all normal and recurring adjustments, which are necessary, in the opinion of management, for a fair statement of results for the interim periods presented. Results for the six months ended June 30, 2000 are not necessarily indicative of the results that may be expected for the year ended December 31, 2000. First Ottawa Bancshares, Inc. ("Company") was organized during 1999 and on October 1, 1999 exchanged 100% of its common stock for 100% of the First National Bank of Ottawa's ("Bank") common stock. This exchange was accounted for as an internal reorganization. Accordingly, all information reflects the internal reorganization as if it had occurred as of the beginning of the earliest reporting period. NOTE 2 - TREASURY STOCK On December 6, 1999, the Company commenced a tender offer ("the Offer") to acquire up to 87,719 common shares at $57 per share. The Offer expired on January 20, 2000 and the Company purchased 86,373 shares, representing approximately 11.51% of its outstanding common shares, for an aggregate purchase price of $4,923,261. On March 6, 2000, the Company commenced a tender offer (the "Odd-lot Offer") to acquire up to 1,346 common shares at $57 per share from stockholders who own fewer than 100 shares. The Odd-lot Offer expired on March 30, 2000 and the Company purchased 1,346 shares, representing .20% of its outstanding common shares for an aggregate purchase price of $76,722. NOTE 3 - CAPITAL RATIOS At the end of the period the Company and Bank's capital ratios were the same and were: June 30, 2000 December 31, 1999 ------------------- ------------------- Amount Ratio Amount Ratio ------ ----- ------ ----- Total capital (to risk-weighted assets) $24,022 18.2% $28,756 20.8% Tier I capital (to risk-weighted assets) 22,939 17.3 27,697 20.1 Tier I capital (to average assets) 22,939 10.1 27,697 11.7 - -------------------------------------------------------------------------------- (Continued) 7. FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Table dollars in thousands) June 30, 2000 and 1999 - -------------------------------------------------------------------------------- NOTE 3 - CAPITAL RATIOS (Continued) At June 30, 2000, the Company and the Bank were categorized as well capitalized and management is not aware of any conditions or events since the most recent notification that would change the Company's or Bank's categories. NOTE 4 - NEW ACCOUNTING STANDARDS Statement of Financial Accounting Standards No. 133 on derivatives will, in 2001, require all derivatives to be recorded at fair value in the balance sheet, with changes in fair value reported in income. If derivatives are documented and effective as hedges, the change in the derivative fair value will be offset by an equal change in the fair value of the hedged item. Under the new standard, securities held-to-maturity can no longer be hedged, except for changes in the issuer's creditworthiness. Therefore, upon adoption of the Statement, companies will have another one-time window of opportunity to reclassify held-to-maturity securities to either trading or available-for-sale, provided certain criteria are met. The Statement may be adopted early, at the start of a calendar quarter. The Company does not plan to adopt the Statement early and adoption is not expected to have a material impact since the Company does not have significant derivative instruments or hedging activity and all securities are classified as available-for-sale. - -------------------------------------------------------------------------------- 8. FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - -------------------------------------------------------------------------------- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis is intended as a review of significant factors affecting the financial condition and results of operations of the Company for the periods indicated. The discussion should be read in conjunction with the Condensed Consolidated Financial Statements and Notes. In addition to historical information, the following Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. The Company's actual results could differ significantly from those anticipated in these forward-looking statements as a result of certain factors discussed elsewhere in this report. CONSOLIDATED FINANCIAL CONDITION Total assets at June 30, 2000 were $224.9 million compared to $240.5 million at December 31, 1999, a decrease of $15.6 million, or 6.5%. This decrease was the result of reductions in cash and due from banks, securities available for sale, loans held for sale and loans. Cash and due from banks was reduced $7.0 million to remove the extra liquidity that had been built up as a contingency against any year 2000 problems. In addition, approximately $5.0 million was used to repurchase shares of the Company's common stock. Loans held for sale was reduced by $1.4 million as new loans originated are being sold sooner in the secondary market. Additionally, loans decreased $4.9 million as loan repayments exceeded new loan demand during the first half of 2000. Total equity was $20.7 million at June 30, 2000 compared to $26.0 million at December 31, 1999. This decrease was the result of the stock repurchases completed by the Company in January 2000 and March 2000. The Company repurchased 87,719 shares of common stock at $57 per share. Additionally, a $681,000 increase in unrealized loss on securities available for sale and dividends declared of $662,000 were largely offset by net income of $1,087,000. CONSOLIDATED RESULTS OF OPERATIONS Net income for the second quarter of 2000 was $544,000, or 82 cents per share, a 36.3% decrease compared to $854,000, or $1.14 per share, in the second quarter of 1999. The decrease in net income for the quarter was primarily a result of a decrease in net interest income of $159,000, an increase of $166,000 in salaries and benefits expense and a reduction in income tax expense of $117,000. During the six months ended June 30, 2000, net income was $1,087,000, or $1.62 per share, compared to $1,536,000, or $2.05 per share during the first six months of 1999. This 29.2% decrease in net income for the six month period is primarily due to a $247,000 decrease in net interest income, or 6.0%, and an increase in noninterest expense of $339,000, or 11.8%, partially offset by a decrease in income tax expense of $180,000 or 53.9%. The annualized return on average assets was 0.95% in 2000 compared to 1.28% in 1999. The return on average equity decreased to 9.99% in 2000 from 10.57% in 1999. - -------------------------------------------------------------------------------- (Continued) 9. FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - -------------------------------------------------------------------------------- NET INTEREST INCOME Net interest income was $1,909,000 and $2,068,000 during the three months ended June 30, 2000 and 1999. The Company's net interest margin was 3.96% for the three months ended June 30, 2000, and 4.08% a year earlier. The decrease was largely due to an increase in the ratio of average interest bearing liabilities to average interest earning assets as the Company purchased federal funds and then repurchased $5,000,000 of common stock. This increase in the ratio of average interest bearing liabilities to interest earning assets was partially offset by an increase in the yield on earning assets to 7.82% for the three months ended June 30, 2000 from 7.70% in the year earlier period. Net interest income for the six months ended June 30, 2000 and 1999 was $3,874000 and $4,121,000, respectively. The Company's net interest margin was 3.99% for the six months ended June 30, 2000 and 4.12% a year earlier. PROVISION FOR LOAN LOSSES The provision for loan losses remained unchanged at $90,000 in the second quarter of 2000 and 1999. As of June 30, 2000, the allowance for loan losses totaled $1.1 million, or .88% of total loans which is an increase from .82% as of December 31, 1999. Nonaccrual loans increased from $397,000 at December 31, 1999 to $492,000 at June 30, 2000. Nonperforming loans, including nonaccrual loans, decreased $490,000 to $1,450,000 over the same period. The amounts of the provision and allowance for loan losses are influenced by current economic conditions, actual loss experience, industry trends and other factors, including real estate values in the Company's market area and management's assessment of current collection risks within the loan portfolio. NONINTEREST INCOME The Company's noninterest income totaled $417,000 for the three months ended June 30, 2000 compared to $483,000 for the same period in 1999, a decrease of $66,000. Service charges on deposit accounts increased $51,000, or 39.5%, to $180,000. Changes in the way overdraft charges are assessed accounted for $47,000 of this increase. Trust and farm management fee income decreased $18,000 due to a reduction in farm acreage managed and fewer estates administered. Other fees and commissions declined $94,000 to $151,000, largely due to a reduction in mortgage banking income. For the six months ended June 30, 2000, noninterest income decreased $44,000 to $771,000. Service charges on deposit accounts increased $93,000, or 36.3%, trust and farm management fee income decreased $36,000 and other fees and commission declined $96,000 for the reasons previously discussed. - -------------------------------------------------------------------------------- (Continued) 10. FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - -------------------------------------------------------------------------------- NONINTEREST EXPENSE The Company's noninterest expenses increased to $1,643,000 for the three months ended June 30, 2000 from $1,441,000 in 1999. Salaries and benefits increased $166,000, or 22.5%, to $904,000. Decreases in occupancy and equipment expense of $35,000, supplies expense of $33,000 and $20,000 in advertising and promotions partially offset these increases as management implemented cost control procedures. Other expenses increased $123,000 to $285,000. The majority of the increase in other expenses resulted from a $62,000 increase in expenses related to the disposition of repossessed property, and a $20,000 increase in the accrual for directors' fees. For the six months ended June 30, 2000, noninterest expenses increased $339,000 to $3,224,000 when compared to the year earlier period. Salaries and benefits increased $219,000, or 14.4%, to $1,739,000. Occupancy and equipment expense, supplies expense and advertising and promotion expense declined $113,000 in total due to implementation of cost controls. The increase in professional fees is due to a special loan review project that was outsourced and expenditures related to increased disclosure requirements as the Company transitioned from filing under the small business regulations of the Securities and Exchange Commission to the full disclosure regulations. Other expenses increased $188,000 during the first half of 2000. The majority of this increase resulted from a $26,000 increase in expenses related to other real estate owned, a $64,000 increase in expenses related to the disposition of repossessed property, a $30,000 increase in the accrual for directors' fees, and a $10,000 increase in cash over and short and charged off checks. - -------------------------------------------------------------------------------- (Continued) 11. FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - -------------------------------------------------------------------------------- LIQUIDITY AND CAPITAL RESOURCES The Company's primary sources of funds are deposits and proceeds from principal and interest payments on loans and securities. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions, and competition. The Company generally manages the pricing of its deposits to be competitive and to increase core deposit relationships. Liquidity management is both a daily and long-term responsibility of management. The Company adjusts its investments in liquid assets based upon management's assessment of (i) expected loan demand, (ii) expected deposit flows, (iii) yields available on interest-earning deposits and securities, and (iv) the objectives of its asset/liability management program. Excess liquid assets are invested generally in interest-earning overnight deposits and short- and intermediate-term U.S. government and agency obligations. The Company's most liquid assets are cash and short-term investments. The levels of these assets are dependent on the Company's operating, financing, lending, and investing activities during any given year. At June 30, 2000, cash and short-term investments totaled $6.3 million. The Company has other sources of liquidity if a need for additional funds arises, including securities maturing within one year and the repayment of loans. The Company may also utilize the sale of securities available-for-sale, federal funds lines of credit from correspondent banks and advances from the Federal Home Loan Bank. During the first quarter 2000, the Company repurchased 87,719 shares, or 11.7% of its outstanding shares, at $57 per share. IMPACT OF INFLATION AND CHANGING PRICES The financial statements and related data presented herein have been prepared in accordance with generally accepted accounting principles, which require the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation. The primary impact of inflation on the operations of the Company is reflected in increased operating costs. Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates, generally, have a more significant impact on a financial institution's performance than does inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services. - -------------------------------------------------------------------------------- (Continued) 12. FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - -------------------------------------------------------------------------------- SAFE HARBOR STATEMENT This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and is including this statement for purposes of these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of the Company, are generally identifiable by use of the words "believe," "expect," "intend," "anticipate," "estimate," "project," or similar expressions. The Company's ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations and future prospects of the Company and the Bank include, but are not limited to, changes in interest rates; general economic conditions; the legislative/regulatory situation; monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board; the quality or composition of the loan or securities portfolios; demand for loan products; deposit flows; competition; demand for financial services in the Company's market area; and accounting principles, policies, and guidelines. These risks and uncertainties should be considered in evaluating forward-looking statements, and undue reliance should not be placed on such statements. Further information concerning the Company and its business, including additional factors that could materially affect the Company's financial results, is included in the Company's filings with the Securities and Exchange Commission. - -------------------------------------------------------------------------------- (Continued) 13. FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK - -------------------------------------------------------------------------------- ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company's overall interest rate sensitivity is demonstrated by net income analysis and "Gap" analysis. Net income analysis measures the change in net income in the event of hypothetical changes in interest rates. This analysis assesses the risk of change in net income in the event of sudden and sustained 2.0% increases and decreases in market interest rates. The tables below present the Company's projected changes in annualized net income for the various rate shock levels at June 30, 2000 and June 30, 1999. ----------------2000 Net Income--------------- --------------- Amount Change Change ------ ------ ------ (Dollars in Thousands) +200 bp $1,884 $(216) (10.3)% Base 2,100 - - -200 bp 2,280 180 8.6% ----------------1999 Net Income--------------- --------------- Amount Change Change ------ ------ ------ (Dollars in Thousands) +200 bp $2,647 $(401) (13.2)% Base 3,048 - - -200 bp 3,392 344 11.3% As shown above, at June 30, 2000, the effect of an immediate 200 basis point increase in interest rates would decrease the Company's net interest income by 10.3% or approximately $216,000. The effect of an immediate 200 basis point decrease in rates would increase the Company's net interest income by 8.6% or approximately $180,000. Overall net income sensitivity has decreased from June 30, 1999 to June 30, 2000. - -------------------------------------------------------------------------------- 14. FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY - -------------------------------------------------------------------------------- PART II ITEM 1. LEGAL PROCEEDINGS There are no material pending legal proceedings to which the Company or its subsidiary are a party other than ordinary routine litigation incidental to their respective businesses. ITEM 2. CHANGES IN SECURITIES None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Election of Directors At the Annual Meeting of Stockholders on May 17, 2000, Bradley J. Armstrong, Joachim J. Brown, John L. Cantlin, Eugene, P. Daugherity, Patty P. Godfrey, Thomas E. Haeberle, Donald J. Harris, Howard E. Jameson, Erika S. Kuiper, Thomas P. Rooney, and William J. Walsh were elected to serve as directors until the 2001 Annual Meeting of Stockholders. The voting for each director was as follows: Votes for Votes Withheld --------- -------------- Bradley J. Armstrong 468,879 27,790 Joachim J. Brown 468,879 27,790 John L. Cantlin 468,879 27,790 Eugene P. Daugherity 553,152 7,180 Patty P. Godfrey 459,765 35,270 Thomas E. Haeberle 468,768 27,890 Donald J. Harris 556,755 3,890 Howard E. Jameson 467,295 29,230 Erika S. Kuiper 552,283 7,761 Thomas P. Rooney 467,751 28,610 William J. Walsh 462,401 33,090 - -------------------------------------------------------------------------------- 15. FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY - -------------------------------------------------------------------------------- ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K Exhibits 27. Financial Data Schedule Reports on Form 8-K None - -------------------------------------------------------------------------------- 16. FIRST OTTAWA BANCSHARES, INC. AND SUBSIDIARY - -------------------------------------------------------------------------------- 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. Dated August 9, 2000 FIRST OTTAWA BANCSHARES, INC. (Registrant) /S/ JOACHIM J. BROWN --------------------------------------- Joachim J. Brown President (Principal Executive Officer) /S/ DONALD J. HARRIS --------------------------------------- Donald J. Harris Executive Vice President, Cashier, and Trust Officer (Principal Financial Officer) - -------------------------------------------------------------------------------- 17.