SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended 3/31/99 Commission File No. 0-15950
FIRST BUSEY CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 37-1078406
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
201 West Main Street
Urbana, Illinois 61801
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(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (217) 365-4556
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.
Class Outstanding at May 1, 1999
--------------------------------------- --------------------------
Class A Common Stock, without par value 13,626,676
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
2 of 24
FIRST BUSEY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
March 31, 1999 December 31, 1998
-------------- -----------------
(Dollars in thousands)
ASSETS
Cash and due from banks $ 29,175 $ 35,644
Federal funds sold 700 0
Securities available for sale (amort. cost 1999, $197,852; 1998, $207,531) 206,375 217,991
Loans (net of unearned interest) 686,128 662,281
Allowance for loan losses (7,338) (7,101)
------------ ------------
Net loans $ 678,790 $ 655,180
Premises and equipment 24,671 24,232
Other assets 18,735 18,484
------------ ------------
Total assets $ 958,446 $ 951,531
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
Non-interest bearing $ 90,064 $ 96,555
Interest bearing 737,753 730,149
------------ ------------
Total deposits $ 827,817 $ 826,704
Short-term borrowings 5,900 5,900
Long-term debt 30,000 25,000
Other liabilities 7,446 6,824
------------ ------------
Total liabilities $ 871,163 $ 864,428
------------ ------------
STOCKHOLDERS' EQUITY
Preferred stock $ - $ -
Common stock 6,291 6,291
Surplus 21,445 21,283
Retained earnings 60,460 59,028
Unrealized gain (loss) on securities available for sale, net 5,540 6,799
------------ ------------
Total stockholders' equity before treasury stock, unearned ESOP
shares and deferred compensation for stock grants $ 93,736 $ 93,401
Treasury stock, at cost (6,026) (5,865)
Unearned ESOP shares and deferred compensation for stock grants (427) (433)
------------ ------------
Total stockholders' equity $ 87,283 $ 87,103
------------ ------------
Total liabilities and stockholders' equity $ 958,446 $ 951,531
============ ============
Common Shares outstanding at period end 13,709,629 13,704,938
============ ============
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FIRST BUSEY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
March 31, 1999 March 31, 1998
-------------- --------------
(Dollars in thousands)
ASSETS
Cash and due from banks $ 29,175 $ 42,252
Federal funds sold 700 25,300
Securities available for sale (amort. cost 1999, $197,852; 1998, $209,963) 206,375 219,752
Loans (net of unearned interest) 686,128 610,758
Allowance for loan losses (7,338) (7,474)
------------ ------------
Net loans $ 678,790 $ 603,284
Premises and equipment 24,671 24,602
Other assets 18,735 19,688
------------ ------------
Total assets $ 958,446 $ 934,878
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
Non-interest bearing $ 90,064 $ 84,268
Interest bearing 737,753 716,651
------------ ------------
Total deposits $ 827,817 $ 800,919
Short-term borrowings 5,900 16,550
Long-term debt 30,000 25,000
Other liabilities 7,446 8,832
------------ ------------
Total liabilities $ 871,163 $ 851,301
------------ ------------
STOCKHOLDERS' EQUITY
Preferred stock $ - $ -
Common stock 6,291 6,291
Surplus 21,445 21,219
Retained earnings 60,460 54,406
Unrealized gain (loss) on securities available for sale, net 5,540 6,363
------------ ------------
Total stockholders' equity before treasury stock, unearned ESOP
shares and deferred compensation for stock grants $ 93,736 $ 88,279
Treasury stock, at cost (6,026) (4,082)
Unearned ESOP shares and deferred compensation for stock grants (427) (620)
------------ ------------
Total stockholders' equity $ 87,283 $ 83,577
------------ ------------
Total liabilities and stockholders' equity $ 958,446 $ 934,878
============ ============
Common Shares outstanding at period end 13,709,629 13,786,876
============ ============
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FIRST BUSEY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(UNAUDITED)
1999 1998
--------- --------
(Dollars in thousands,
except per share amounts)
INTEREST INCOME:
Interest and fees on loans $ 13,673 $13,319
Interest and dividends on investment securities:
Taxable interest income 2,306 2,646
Non-taxable interest income 464 417
Dividends 34 35
Interest on federal funds sold 121 280
--------- --------
Total interest income $ 16,598 $16,697
--------- --------
INTEREST EXPENSE:
Deposits $ 7,215 $ 7,592
Short-term borrowings 105 284
Long-term debt 368 266
--------- --------
Total interest expense $ 7,688 $ 8,142
--------- --------
Net interest income $ 8,910 $ 8,555
Provision for loan losses 300 650
--------- --------
Net interest income after provision for loan losses $ 8,610 $ 7,905
--------- --------
OTHER INCOME:
Trust $ 988 $ 884
Commissions and brokers fees, net 355 283
Service charges on deposit accounts 732 703
Other service charges and fees 480 449
Security gains (losses), net 179 300
Trading security gains (losses), net (1) (1)
Gain on sales of loans 214 186
Net commissions from travel services 279 195
Other operating income 334 303
--------- --------
Total other income $ 3,560 $ 3,302
--------- --------
OTHER EXPENSES:
Salaries and wages $ 3,580 $ 3,386
Employee benefits 711 665
Net occupancy expense of bank premises 647 621
Furniture and equipment expenses 730 487
Data processing 168 486
Stationery, supplies and printing 251 149
Amortization expense 341 343
Other operating expenses 1,497 1,171
--------- --------
Total other expenses $ 7,925 $ 7,308
--------- --------
Income before income taxes $ 4,245 $ 3,899
Income taxes 1,306 1,188
--------- --------
Net income $ 2,939 $ 2,711
========= ========
Other comprehensive income, before tax:
Unrealized gains on securities:
Unrealized holding gains (losses) arising during period ($1,758) $ 1,165
Less reclassification adjustment for gains included in net income (179) (300)
--------- --------
Other comprehensive income, before tax (1,937) 865
Income tax expense related to items of other comprehensive income 678 (303)
--------- --------
Other comprehensive income, net of tax ($1,259) $ 562
Comprehensive income $ 1,680 $ 3,273
========= ========
BASIC EARNINGS PER SHARE $ 0.21 $ 0.20
========= ========
DILUTED EARNINGS PER SHARE $ 0.21 $ 0.19
========= ========
DIVIDENDS DECLARED PER SHARE OF COMMON STOCK $ .110 $ 0.095
========= ========
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FIRST BUSEY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(UNAUDITED)
1999 1998
---------- ----------
(Dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 2,939 $ 2,711
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 1,135 923
Provision for loan losses 300 650
Increase in deferred income taxes 6 6
Amortization of investment security discounts (24) (41)
(Gain) on sales of investment securities, net (179) (300)
Proceeds from sales of pooled loans 25,667 15,831
Loans originated for sale (27,779) (16,944)
Gain on sale of pooled loans (214) (186)
Loss on sale and disposition of premises and equipment 7 -
Change in assets and liabilities:
Decrease (increase) in other assets 132 (492)
Increase in accrued expenses (333) 1,312
Decrease in interest payable (113) (97)
Increase in income taxes payable 1,068 1,125
---------- ----------
Net cash provided by operating activities $ 2,612 $ 4,498
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sales of securities classified available for sale $ 2,033 $ 16,701
Proceeds from maturities of securities classified available for sale 51,497 37,853
Purchase of securities classified available for sale (43,648) (57,586)
Increase in federal funds sold (700) (6,500)
Increase in loans (21,636) (6,558)
Proceeds from sale of premises and equipment 20 22
Purchases of premises and equipment (1,254) (2,337)
Cash acquired in acquisition of Busey Carter Travel, Inc. - 204
---------- ----------
Net cash (used in) investing activities ($13,688) ($18,201)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net decrease in certificates of deposit ($3,941) ($21,194)
Net increase in demand, money market and saving deposits 5,054 10,660
Cash dividends paid (1,507) (1,315)
Purchase of treasury stock (352) (886)
Proceeds from sale of treasury stock 353 391
Proceeds from short-term notes payable - 10,000
Proceeds from long-term borrowings 5,000 15,000
---------- ----------
Net cash provided by (used in) financing activities $ 4,607 $ 12,656
---------- ----------
Net increase (decrease) in cash and cash equivalents ($6,469) ($1,047)
Cash and due from banks, beginning 35,644 43,299
---------- ----------
Cash and due from banks, ending $ 29,175 $ 42,252
========== ==========
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FIRST BUSEY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: INTERIM FINANCIAL STATEMENTS
The consolidated interim financial statements of First Busey Corporation and
Subsidiaries are unaudited, but in the opinion of management reflect all
necessary adjustments, consisting only of normal recurring accruals, for a fair
presentation of results as of the dates and for the periods covered by the
financial statements. The results for the interim periods are not necessarily
indicative of the results of operations that may be expected for the fiscal
year.
NOTE 2: LOANS
The major classifications of loans at March 31, 1999 and December 31, 1998 were
as follows:
March 31, 1999 December 31, 1998
------------------------------------
(Dollars in thousands)
Commercial $ 91,808 $ 80,958
Real estate construction 51,255 44,713
Real estate - farmland 14,776 14,184
Real estate - 1-4 family residential mortgage 252,395 246,599
Real estate - multifamily mortgage 49,758 51,888
Real estate - non-farm nonresidential mortgage 174,748 168,948
Installment 34,355 35,919
Agricultural 17,033 19,072
------------------------------------
$686,128 $662,281
Less:
Allowance for loan losses 7,338 7,101
------------------------------------
Net loans $678,790 $655,180
====================================
The real estate-mortgage category includes loans held for sale with carrying
values of $13,592,000 at March 31, 1999 and $11,266,000 at December 31, 1998;
these loans had fair market values of $13,689,000 and $11,373,000, respectively.
7 of 24
FIRST BUSEY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3: INCOME PER SHARE
Net income per common share has been computed as follows:
Three Months Ended
March 31,
1999 1998
----------- -----------
Net income $ 2,939,000 $ 2,711,000
Shares:
Weighted average common shares outstanding 13,689,431 13,781,130
Dilutive effect of outstanding options, as determined
by the application of the treasury stock method 298,636 235,312
----------- -----------
Weighted average common shares outstanding,
as adjusted for diluted earnings per share calculation 13,988,067 14,016,442
=========== ===========
Basic earnings per share $ 0.21 $ 0.20
=========== ===========
Diluted earnings per share $ 0.21 $ 0.19
=========== ===========
NOTE 4: SUPPLEMENTAL CASH FLOW DISCLOSURES FOR THE THREE MONTHS ENDED MARCH 31,
1999 AND 1998.
1999 1998
-------- -------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash payments for:
Interest $ 7,801 $8,239
======== =======
Income taxes $ 185 $ 0
======== =======
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Other real estate acquired in settlement of loans $ 52 $ 0
======== =======
(Decrease) increase in unrealized gain on securities available
for sale (1,937) $ 865
======== =======
(Decrease) increase in deferred income tax assets attributable to the
unrealized (gain) loss on investment securities available for sale 678 ($303)
======== =======
Acquisition of Busey Carter Travel, Inc.:
Working capital including cash $ 561
Premises and equipment 23
Intangibles and other assets 241
-------
Common stock issued from treasury
to acquire Busey Travel, Inc. $ 825
=======
8 of 24
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of the financial condition
of First Busey Corporation and Subsidiaries ("Corporation") at March 31, 1999
(unaudited) when compared with December 31, 1998 and the results of operations
for the three months ended March 31, 1999 and 1998 (unaudited). This discussion
and analysis should be read in conjunction with the Corporation's consolidated
financial statements and notes thereto appearing elsewhere in this quarterly
report.
FINANCIAL CONDITION AT MARCH 31, 1999 AS COMPARED TO DECEMBER 31, 1998
Total assets increased $6,915,000, or 0.7%, to $958,446,000 at March 31, 1999
from $951,531,000 at December 31, 1998.
Securities available for sale decreased $11,616,000 or 5.3%, to $206,375,000 at
March 31, 1999 from $217,991,000 at December 31, 1998.
Loans increased $23,847,000 or 3.6%, to $686,128,000 at March 31, 1999 from
$662,281,000 at December 31, 1998, primarily due to increases in commercial,
real estate construction, 1-4 family residential mortgages, and non-farm,
non-residential mortgages. These increases were partially offset by decreases
in multi-family mortgage loans, installment, and agricultural loans.
Total deposits increased $1,000, or 0.1%, to $827,817,000 at March 31, 1999 from
$826,704,000 at December 31, 1998. Non-interest bearing deposits decreased 6.7%
to $90,064,000 at March 31, 1999 from $96,555,000 at December 31, 1998.
Interest bearing deposits increased 1.0% to $737,753,000 at March 31, 1999 from
$730,149,000 at December 31, 1998. Long-term borrowings increased $5,000,000 to
$30,000,000 at March 31, 1999, as compared to $25,000,000 at December 31, 1998.
Proceeds from the increase in long-term borrowings were used to fund loan
growth.
In the first three months of 1999, the Corporation repurchased 18,959 shares of
its common stock at an aggregate cost of $352,000. The Corporation is
purchasing shares for the treasury as they become available in order to meet
future issuance requirements of previously granted non-qualified stock options.
As of March 31, 1999, 65,930 of the 266,882 options which became exercisable on
January 1, 1997 (and expire December 31, 1999), have not yet been exercised,
18,300 of the 63,900 options which became exercisable on January 1, 1998 (and
expire December 31, 1999) have not yet been exercised, and all of the 2000
options which became exercisable on January 1, 1999, (and expire on December 31,
1998) have not yet been exercised.
The following table sets forth the components of non-performing assets and past
due loans.
March 31, 1999 December 31,1998
-------------- ----------------
(Dollars in thousands)
Non-accrual loans $ 611 $ 526
Loans 90 days past due, still accruing 1,439 1,052
Restructured loans - -
Other real estate owned 307 320
Non-performing other assets 8 14
------- -------
Total non-performing assets $2,365 $1,912
======= =======
Total non-performing assets as a percentage of total assets 0.25% 0.20%
======= =======
Total non-performing assets as a percentage of loans plus non-performing assets 0.34% 0.29%
======= =======
The ratio of non-performing assets to loans plus non-performing assets increased
to 0.34% at March 31, 1999 from 0.29 % at December 31, 1998. This was due to
increases in the balance of non-accrual loans and loans 90 days past due and
still accruing.
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RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1999 AS COMPARED TO MARCH 31, 1998
SUMMARY
- -------
Net income for the three months ended March 31, 1999 increased 8.4% to
$2,939,000 as compared to $2,711,000 for the comparable period in 1998. Diluted
earnings per share increased 10.5% to $.21 at March 31, 1999 as compared to $.19
for the same period in 1998.
Operating earnings, which exclude security gains (losses) and the related tax
expense (benefit), were $2,823,000, or $.20 per share for the three months ended
March 31, 1999, as compared to $2,516,000, or $.18 per share for the same period
in 1998.
The Corporation's return on average assets was 1.25% for the three months ended
March 31, 1999, as compared to 1.20% achieved for the comparable period in 1998.
The return on average assets from operations of 1.20% for the three months ended
March 31, 1999 was a slight improvement over the 1.11% achieved in the
comparable period of 1998.
Net interest margin, the Corporation's net interest income expressed as a
percentage of average earning assets stated on a fully taxable equivalent basis,
was 4.22% for the three months ended March 31, 1999, as compared to 4.21% for
the same period in 1998. The net interest margin expressed as a percentage of
average total assets, also on a fully taxable equivalent basis, was 3.93% for
the three months ended March 31, 1999, compared to 3.91% for the same period in
1998.
During the three months ended March 31, 1999, the Corporation recognized
security gains of approximately $116,000, after income taxes, representing 4.0%
of net income. During the same period in 1998, security gains of approximately
$195,000 after income taxes were recognized, representing 7.2% of net income.
INTEREST INCOME
- ---------------
Interest income, on a tax equivalent basis, for the three months ended March 31,
1999 decreased 0.5% to $16,903,000 from $16,994,000 for the comparable period
in 1998. The decrease in interest income resulted from decreases in the average
yield on all categories of interest-earning assets and decreases in the average
balances in fed funds sold and U.S. Government obligations. These were
partially offset by the effect of the increase in average loan balances. The
average yield on interest-earning assets decreased 35 basis points for the three
months ended March 31, 1999, as compared to the same period in 1998, due
primarily to the decline in market interest rates offset by the growth in loan
balances.
INTEREST EXPENSE
- ----------------
Total interest expense decreased 5.6% for the three months ended March 31, 1999
as compared to the prior year period. The decrease resulted primarily from
decreases in the average balances of time deposits and other short-term
borrowings, combined with lower rates on savings and time deposits for the three
months ended March 31, 1999, as compared to the same period in 1998.
PROVISION FOR LOAN LOSSES
- -------------------------
The provision for loan losses of $300,000 for the three months ended March 31,
1999 is $350,000 less than the provision for the comparable period in 1998. The
provision and the low level of net charge-offs for the period resulted in the
reserve representing 1.07% of total loans on March 31, 1999, consistent with the
1.07% level at December 31, 1998. The adequacy of the reserve for loan losses
is consistent with management's consideration of the composition of the
portfolio, recent credit quality experience, and prevailing economic conditions.
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OTHER INCOME, OTHER EXPENSE AND INCOME TAXES
- --------------------------------------------
Total other income, excluding security transactions, increased 12.6% for the
three months ended March 31, 1999 as compared to the same period in 1998. This
was a combination of increased trust revenue, other service charges and fees,
and other operating income. Gains of $214,000 were recognized on the sale of
$25,454,000 of loans for the three months ended March 31, 1999 as compared to
gains of $186,000 on the sale of $15,645,000 of loans in the prior year period.
Management anticipates continued sales from the current mortgage loan production
of the Corporation if mortgage loan originations allow and the sales of the
loans are necessary to maintain the asset/liability structure that the
Corporation is trying to effect. The Corporation may realize gains and/or
losses on these sales dependent upon interest rate movements and upon how
receptive the debt markets are to mortgage backed securities.
Total other expense increased 8.4% or $617,000 for the three months ended March
31, 1999 as compared to the same period in 1998.
Salaries and wages expense increased $194,000 or 5.7% and employee benefits
expense increased $46,000 or 6.9% for the three months ended March 31, 1999, as
compared to the same period last year. The Corporation had 439 and 422
full-time-equivalent employees as of March 31, 1999 and 1998, respectively.
Occupancy and furniture and equipment expenses increased 24.3% to $1,377,000 for
the three months ended March 31, 1999 from $1,108,000 in the prior year period.
Data processing expense decreased $318,000 to $168,000 for the three months
ended March 31, 1999 from the prior year period. Other operating expenses
increased $426,000 or 25.6% for the three months ended March 31, 1999 from the
prior year period.
The Corporation's net overhead expense, total non-interest expense less
non-interest income divided by average assets, increased to 1.94% for the three
months ended March 31, 1999 from 1.90% in the prior year period as a result of
the income and expense items described above.
The Corporation's efficiency ratio is defined as operating expenses divided by
net revenue. (More specifically it is defined as non interest expense
expressed as a percentage of the sum of tax equivalent net interest income and
non interest income, excluding security gains and amortization expense). The
consolidated efficiency ratio for the three months ended March 31, 1999 was
60.21% as compared to 58.80% for the prior year period. When the gains on the
sales of loans are excluded, these ratios are 61.30% and 59.70%, respectively.
The change in the current year efficiency ratio is due to the income and expense
items noted above.
Income taxes for the three months ended March 31, 1999 increased to $1,306,000
as compared to $1,188,000 for the comparable period in 1998 due to the higher
level of pre-tax income. As a percent of income before taxes, the provision for
income taxes increased to 30.8% for the three months ended March 31, 1999 from
30.5% for the same period in 1998.
NEW ACCOUNTING PRONOUNCEMENTS
- -----------------------------
Statement of Financial Accounting Standard No. 133, "Accounting for Derivative
Instruments and Hedging Activities" was issued in June 1998 by the Financial
Accounting Standards Board. The Statement is effective for all fiscal quarters
of fiscal years beginning after June 15, 1999. Because the Corporation does
not use derivatives, management does not believe the adoption of the Statement
will have a material impact on the consolidated financial statements.
REPORTABLE SEGMENTS AND RELATED INFORMATION
- -------------------------------------------
First Busey Corporation has two reportable segments, Busey Bank and First Busey
Trust & Investment Co. Busey Bank provides a full range of banking services to
individual and corporate customers through its branch network in central
Illinois, through its branch in Indianapolis, Indiana, and through its loan
production office in Fort Myers, Florida. First Busey Trust & Investment Co.
provides trust and asset management services to individual and corporate
customers throughout central Illinois.
The Corporation's two reportable segments are strategic business units that are
separately managed as they offer different products and services and have
different marketing strategies.
11 of 24
The segment financial information provided below has been derived from the
internal profitability reporting system used by management to monitor and manage
the financial performance of the Corporation. The accounting policies of the
two segments are the same as those described in the summary of significant
accounting policies. The Corporation accounts for intersegment revenue and
transfers at current market value.
The following summarized information relates to the company's reportable
segments, in thousands:
March 31, 1999
---------------------------------------------------------------------------------------
First Busey
Trust & Consolidated
Busey Bank Investment Co. All Other Totals Eliminations Totals
---------------------------------------------------------------------------------------
Interest income $ 16,528 $ 45 $ 26 $ 16,599 $ (1) $ 16,598
Interest expense 7,589 - 92 7,681 $ 7 7,688
Other income 2,003 999 4,172 7,174 $ (3,614) 3,560
Net income 2,861 357 3,081 6,299 $ (3,360) 2,939
Total assets 944,218 3,704 103,375 1,051,297 $ (92,851) 958,446
March 31, 1998
---------------------------------------------------------------------------------------
First Busey
Trust & Consolidated
Busey Bank Investment Co. All Other Totals Eliminations Totals
---------------------------------------------------------------------------------------
Interest income $ 16,453 $ 39 $ 208 $ 16,700 $ (3) $ 16,697
Interest expense 7,864 - 271 8,135 $ 7 8,142
Other income 1,910 896 3,947 6,753 $ (3,451) 3,302
Net income 2,868 318 2,736 5,922 $ (3,211) 2,711
Total assets 909,618 3,218 120,335 1,033,171 $ (98,293) 934,878
LIQUIDITY
- ---------
Liquidity is the availability of funds to meet all present and future financial
obligations arising in the daily operations of the business at a minimal cost.
These financial obligations consist of needs for funds to meet extensions of
credit, deposit withdrawals and debt servicing.
The sources of short-term liquidity utilized by the Corporation consist of
non-reinvested asset maturities, deposits and capital funds. Additional
liquidity is provided by bank lines of credit, repurchase agreements and the
ability to borrow from the Federal Reserve Bank and the Federal Home Loan Bank.
The Corporation does not deal in or use brokered deposits as a source of
liquidity. The Corporation has an operating line with American National Bank
and Trust Company of Chicago in the amount of $10,000,000 with $4,500,000
available as of March 31, 1999. Long-term liquidity needs will be satisfied
primarily through retention of capital funds.
The Corporation's dependence on large liabilities (defined as time deposits over
$100,000 and short-term borrowings) increased slightly to 8.5% at March 31, 1999
from 8.4% at December 31, 1998. This is the ratio of total large liabilities to
total liabilities. This change was due to a $2,233,000 increase in time
deposits over $100,000 partially offset by the increase in long-term debt.
12 of 24
CAPITAL RESOURCES
- -----------------
Other than from the issuance of common stock, the Corporation's primary source
of capital is retained net income. During the three months ended March 31,
1999, the Corporation earned $2,939,000 and paid dividends of $1,507,000 to
stockholders, resulting in a retention of current earnings of $1,432,000. The
Corporation's dividend payout for the three months ended March 31, 1999 was
51.3%. The Corporation's risk-based capital ratio was 13.55% and the leverage
ratio was 8.01%as of March 31 1999, as compared to 13.23% and 7.87% respectively
as of December 31, 1998. The Corporation and its bank subsidiary were well
above all minimum required capital ratios as of March 31, 1999.
MARKET RISK
- -----------
Market risk is the risk of change in asset values due to movements in underlying
market rates and prices. Interest rate risk is the risk to earnings and capital
arising from movements in interest rates. Interest rate risk is the most
significant market risk affecting the Corporation as other types of market risk,
such as foreign currency exchange rate risk and commodity price risk, do not
arise in the normal course of the Corporation's business activities.
The Corporation's banking subsidiary, Busey Bank, has an asset-liability
committee which meets monthly to review current market conditions and attempt to
structure the banks' balance sheets to ensure stable net interest income despite
potential changes in interest rates with all other variables constant.
The asset-liability committees use gap analysis to identify mismatches in the
dollar value of assets and liabilities subject to repricing within specific time
periods. The Funds Management Policy established by Busey Bank's
asset-liability committee and approved by the Corporation's board of directors
establishes guidelines for maintaining the ratio of cumulative rate-sensitive
assets to rate sensitive liabilities within prescribed ranges at certain
intervals. A summary of the Corporation's gap analysis is summarized in the
Rate Sensitive Assets and Liabilities section of this report.
The committee does not rely solely on gap analysis to manage interest-rate risk
as interest rate changes do not impact all categories of assets and liabilities
equally or simultaneously. The asset-liability committee supplements gap
analysis with balance sheet and income simulation analysis to determine the
potential impact on net interest income of changes in market interest rates. In
these simulation models the balance sheet is projected over a one-year period
and net interest income is calculated under current market rates, and then
assuming permanent instantaneous shifts in the yield curve of +/-100 basis
points and +/- 200 basis points. These interest-rate scenarios indicate the
interest rate risk of the Corporation over a one-year time horizon due to
changes in interest rates, as of March 31, 1999, is as follows:
Basis Point Changes
-200 -100 +100 +200
----------------------------
Percentage change in net interest income due to an
immediate change in interest rates over a one-year period -2.19% -.70% -.74% -1.43%
13 of 24
YEAR 2000 COMPLIANCE
- --------------------
The "Year 2000" is an issue due to the fact that computer programmers and other
designers of microprocessor controlled systems have used only the last two
digits to refer to a year. As the calendar moves from December 31, 1999 to
January 1, 2000, systems may be unable to distinguish between the year 1900 and
2000. This could result in inaccurate processing of information that is date
related which could cause a variety of problems for businesses.
First Busey Corporation has appointed a Year 2000 Project Team, headed by a
full-time project coordinator to manage the project. The team members come from
all areas of the organization and have experience with the processes and systems
in use by the organization.
The Corporation's software and hardware systems provide essential support to all
of its businesses. Failure to properly address Year 2000 issues could result in
an adverse affect on the daily operations and financial performance of the
Corporation. Additionally, those on whom Corporation relies or does business
with could also adversely affect the organization if they are not properly
prepared. Given the number of possible scenarios it is virtually impossible to
determine the potential cost of problems should the Corporation's remediation
efforts or the efforts of those with whom it does business not be successful.
In addition should the Corporation fail to make satisfactory progress toward
Year 2000 preparedness or not fully comply with government agency mandated steps
there could be steps taken by state or federal regulators that would adversely
affect the Corporation's business.
The project team has employed a five-step plan to effectively deal with all
aspects of the Y2K issue. The first step is awareness during which the project
was defined. This was followed closely be the assessment phase where all
software, hardware, equipment, physical plant issues and forms were inventoried
and a priority assigned as to the importance in overall operations. Items
included in the physical plant inventory were HVAC systems, security systems,
vaults, and elevators among others.
The third step of the project plan is renovation. This involves making changes
to existing items, elimination of unnecessary items or replacement of items.
During 1997 and early 1998 Busey Bank conducted a search process to select a new
core processing system to replace the system then processed by a third party
vendor. The third party processor undertook a project to consolidate systems
requiring Busey Bank to convert to another of their systems. The bank took this
opportunity to review all options available and select a solution that would be
Year 2000 compliant.
The fourth step of the Year 2000 project plan is validation, which involves
testing all mission critical items. This step was completed as of March 31,
1999. Testing will continue throughout 1999 on non-mission critical systems.
The testing will be done on all systems even those such as the core banking
applications that were purchased as being Year 2000 compliant. Any systems that
have changes made after the initial testing will be re-tested to insure that
they remain compliant. The Corporation relies on entities such as the Federal
Reserve to conduct banking business. Testing has been done with the Federal
Reserve to insure that the services used will be available.
The fifth step of the Corporation's Year 2000 project plan is implementation.
This phase involves the review of test results by end users to verify that
performance is as expected. The Corporation has completed all five steps of
the plan as of March 31, 1999.
In addition to the five-step project plan, First Busey Corporation has also
undertaken the challenge to review its customer base and business suppliers for
compliance. Several approaches have been taken to achieve an understanding of
how well prepared these groups are. Questionnaires have been sent to the
Corporation's significant customers and suppliers. These questionnaires were
followed up with personal interviews when questionnaire answers did not provide
clear indications of the entities' preparedness. The Corporation cannot control
the success of any given entity's preparations but is merely trying to have as
complete an understanding as possible about all aspects of its business.
14 of 24
First Busey Corporation has also developed a business continuity plan to
implement should a problem arise. This business continuity plan is complete and
will be tested several times prior to the end of 1999. The first test was
successfully completed on March 23, 1999. The plan was developed with three
scenarios the most critical of which is worst case where there would be no
utilities of any kind. The organization has five back-up generators for
operating customer service locations and a large generator to power the data
processing center, which will support the most critical operations functions.
First Busey Corporation has developed an education program in conjunction with
its Year 2000 efforts. The Corporation has provided mandatory training for all
in-house personnel. The Corporation has also taken a leadership role in
educating the community about the Year 2000 issues through public forums, radio
and television sessions, and meetings with community organizations to educate
the people in the county about the Year 2000 issues. It is important that the
citizens of the communities which the Corporation serves understand what the
Year 2000 issues are and also understand the plans and progress that
individuals, businesses and government are making to minimize any negative
effects of Year 2000.
First Busey Corporation is monitoring its liquidity position and has established
a liquidity contingency plan should any unlikely situations occur which would
create a need for additional liquidity.
The estimated expense for Busey's Year 2000 renovation efforts is $155,000. The
cost of in-house personnel that performed testing and other functions for the
Year 2000 project plan is not included, with the exception of the full time Year
2000 Project Coordinator. Of this total figure $67,600 was expensed in 1998.
The remaining amount is for projected expenses not yet incurred. Funding for
these expenses has been including in the operating budget. Expenses related to
the in-house data processing solution conversion are considered to be in the
normal course of business and not Year 2000 related.
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RATE SENSITIVE ASSETS AND LIABILITIES
- -------------------------------------
Interest rate sensitivity is a measure of the volatility of the net interest
margin as a consequence of changes in market rates. The rate-sensitivity chart
shows the interval of time in which given volumes of rate-sensitive, earning
assets and rate-sensitive, interest bearing liabilities would be responsive to
changes in market interest rates based on their contractual maturities or terms
for repricing. It is however, only a static, single-day depiction of the
Corporation's rate sensitivity structure, which can be adjusted in response to
changes in forecasted interest rates.
The following table sets forth the static rate-sensitivity analysis of the
Corporation as of March 31, 1999.
Rate Sensitive Within
------------------------------------------------------------------------
1-30 31-90 91-180 181 Days - Over
Days Days Days 1 Year 1 Year Total
------------------------------------------------------------------------
(Dollars in thousands)
Federal funds sold $ 700 $ - $ - $ - $ - $ 700
Investment securities
U.S. Governments 12,954 15,962 11,026 38,190 67,994 146,126
Obligations of states and
political subdivisions 241 379 - 3,593 35,613 39,826
Other securities 6,913 202 758 760 11,790 20,423
Loans (net of unearned int.) 217,002 60,079 66,315 102,825 239,907 686,128
------------------------------------------------------------------------
Total rate-sensitive assets $ 237,810 $ 76,622 $ 78,099 $ 145,368 $355,304 $893,203
------------------------------------------------------------------------
Interest bearing transaction $ 31,198 - - - - $ 31,198
deposits 88,614 - - - - 88,614
Savings deposits 285,244 - - - - 285,244
Money market deposits 45,944 54,543 64,437 82,383 85,390 332,697
Time deposits
Short-term borrowings:
Federal funds purchased &
repurchase agreements - - - - - -
Other 5,900 - - - - 5,900
Long-term debt - - - 5,000 25,000 30,000
------------------------------------------------------------------------
Total rate-sensitive
liabilities $ 456,900 $ 54,543 $ 64,437 $ 87,383 $110,390 $773,653
------------------------------------------------------------------------
Rate-sensitive assets less
rate-sensitive liabilities ($219,090) $ 22,079 $ 13,662 $ 7,985 $244,914 $119,550
------------------------------------------------------------------------
Cumulative Gap ($219,090) ($197,011) ($183,349) ($125,364) $119,550
========================================================================
Cumulative amounts as a
percentage of total
rate-sensitive assets -24.53% -22.06% -20.53% -14.04% 13.38%
========================================================================
Cumulative ratio 0.52x 0.61x 0.68x 0.81x 1.15x
========================================================================
The foregoing table shows a negative (liability sensitive) rate-sensitivity gap
of $219.0 million in the 1-30 day repricing category. The gap beyond 30 days
becomes slightly less liability sensitive as rate-sensitive assets that reprice
in those time periods are greater in volume than rate-sensitive liabilities that
are subject to repricing in the same respective time periods. The composition
of the gap structure at March 31, 1999 will benefit the Corporation more if
interest rates fall during the next 30 days by allowing the net interest margin
to grow as liability rates would reprice more quickly than rates on interest
rate-sensitive assets. After 30 days, a rate increase would benefit the
Corporation because the volume of rate-sensitive assets repricing would exceed
the volume of rate-sensitive liabilities that would be repricing.
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FIRST BUSEY CORPORATION AND SUBSIDIARIES
AVERAGE BALANCE SHEETS AND INTEREST RATES
QUARTERS ENDED MARCH 31, 1999 AND 1998
1999 1998
---------------------------- ----------------------------
Average Income/ Yield/ Average Income/ Yield/
Balance Expense Rate Balance Expense Rate
---------------------------- ----------------------------
(Dollars in thousands)
ASSETS
Federal funds sold $ 10,532 $ 121 4.66% $ 20,616 $ 280 5.51%
Investment securities
U.S. Government obligations 149,384 2,116 5.74% 170,876 2,436 5.78%
Obligations of states and political
subdivisions (1) 38,456 714 7.53% 31,890 642 8.16%
Other securities 21,029 224 4.32% 21,941 246 4.55%
Loans (net of unearned interest) (1) (2) 666,260 13,728 8.36% 606,971 13,390 8.95%
------------------ ------------------
Total interest earning assets $885,661 $16,903 7.74% $852,294 $16,994 8.09%
======= =======
Cash and due from banks 29,714 32,636
Premises and equipment 24,487 23,309
Reserve for possible loan losses (7,203) (7,011)
Other assets 19,094 17,432
--------- ---------
Total Assets $951,753 $918,660
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Interest bearing transaction deposits $ 13,278 $ 52 1.59% $ 10,965 $ 52 1.92%
Savings deposits 85,856 645 3.05% 80,497 662 3.34%
Money market deposits 300,737 2,244 3.03% 261,922 1,898 2.94%
Time deposits 334,485 4,274 5.18% 363,132 4,980 5.56%
Short-term borrowings:
Federal funds purchased and
repurchase agreements 481 6 5.06% 419 6 5.81%
Other 5,900 99 6.81% 14,050 278 8.02%
Long-term debt 27,111 368 5.50% 18,944 266 5.69%
------------------ ------------------
Total interest bearing liabilities $767,848 $ 7,688 4.06% $749,929 $ 8,142 4.40%
======= =======
Net interest spread 3.68% 3.69%
===== =====
Demand deposits 89,223 78,479
Other liabilities 7,891 7,815
Stockholders' equity 86,791 82,437
--------- ---------
Total Liabilities and Stockholders' Equity $951,753 $918,660
========= =========
Interest income / earning assets (1) $885,661 $16,903 7.74% $852,294 $16,994 8.09%
Interest expense / earning assets $885,661 $ 7,688 3.52% 852,294 8,142 3.87%
---------------- ----------------
Net interest margin (1) $ 9,215 4.22% $ 8,852 4.21%
================ ================
<FN>
(1) On a tax-equivalent basis, assuming a federal income tax rate of 35% for 1999 and 1998.
(2) Non-accrual loans have been included in average loans, net of unearned interest.
17 of 24
FIRST BUSEY CORPORATION AND SUBSIDIARIES
CHANGES IN NET INTEREST INCOME
QUARTERS ENDED MARCH 31, 1999 AND 1998
Change due to (1)
Average Average Total
Volume Yield/Rate Change
-----------------------------------
(Dollars in thousands)
Increase (decrease) in interest income:
Federal funds sold ($121) ($38) ($159)
Investment securities:
U.S. Government obligations (305) (15) (320)
Obligations of states and political
subdivisions (2) 116 (44) 72
Other securities (10) (12) (22)
Loans (2) 1,042 (704) 338
-----------------------------------
Change in interest income (2) $ 722 ($813) ($91)
-----------------------------------
Increase (decrease) in interest expense:
Interest bearing transaction deposits ($2) $ 2 $ 0
Savings deposits 57 (74) (17)
Money market deposits 288 58 346
Time deposits (378) (328) (706)
Short-term borrowings:
Federal funds purchased and repurchase
agreements 0 0 0
Other (142) (37) (179)
Long-term debt 111 (9) 102
-----------------------------------
Change in interest expense ($66) ($388) ($454)
-----------------------------------
Increase in net interest income (2) $ 788 ($425) $ 363
===================================
<FN>
(1) Changes due to both rate and volume have been allocated proportionally.
(2) On a tax-equivalent basis, assuming a federal income tax rate of 35% for 1999 and 1998.
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PART II - OTHER INFORMATION
ITEM 4:
The annual meeting of Stockholders of First Busey Corporation was held on April
20, 1999. At that meeting, the following matters were approved by the
Stockholders:
1. Election of the following fourteen (14) directors to serve until the next
annual meeting of stockholders:
Joseph M. Ambrose Samuel P. Banks
T. O. Dawson Victor F. Feldman
Kenneth M. Hendren E. Phillips Knox
P. David Kuhl V. B. Leister, Jr.
Douglas C. Mills Linda M. Mills
Robert C. Parker David C. Thies
Edwin A. Scharlau II Arthur R. Wyatt
2. To consider and act upon the proposed Restated Articles of Incorporation
of the Company, revised to delete all references to the authorization
of Class B Common Stock, none of which is currently outstanding.
For: 10,801,523 (79.26%)
Against: 7,438 (0.05%)
Abstain: 85,513 (0.62%)
3. To approve the First Busey Corporation 1999 Stock Option Plan.
For: 10,697,607 (78.50%)
Against: 74,574 (0.54%)
Abstain: 122,293 (0.89%)
4. Ratification of the appointment of McGladrey & Pullen, LLP as independent
auditors for the fiscal year ending December 31, 1999.
For: 10,714,157 (78.63%)
Against: 30,238 (0.22%)
Abstain: 150,079 (1.10%)
ITEM 5:
Exhibits and Reports on Form 8-K
(a) During the three months ended March 31, 1999, the Corporation
filed a report on Form 8-K dated February 25, 1999, relating to
a press release dated February 19, 1999, announcing a program
to repurchase up to 500,000 shares of its common stock.
(b) Following are the Restated Articles of Incorporation approved
by the Shareholders of Record at the April 20, 1999 Annual
Shareholders' Meeting:
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RESTATED ARTICLES OF INCORPORATION
OF
FIRST BUSEY CORPORATION
First. The name of the corporation (hereinafter called the Corporation)
is:
First Busey Corporation
Second. The address of the Corporation's Registered Office in the State of
Nevada is 3800 Howard Hughes Parkway, Las Vegas, Nevada, County of Clark,
89109. The name of the Corporation's Registered Agent at such address is Vargas
& Bartlett.
Third. The nature of the business or purposes of the Corporation is as
follows:
To engage in any lawful act or activity for which corporations
may be organized under the Nevada Revised Statutes.
Fourth. A. Classes and Number of Shares. The total number of shares of
all classes of stock the Corporation shall have authority to issue is 41,000,000
shares. The classes and the aggregate number of shares of stock of each class
which the Corporation shall have authority to issue are as follows:
1. 40,000,000 shares of Common Stock, without par value.
2. 1,000,000 shares of Preferred Stock, without par value.
B. Powers and Rights of Common Stock.
1. Voting Rights and Powers. With respect to all matters upon
which stockholders are entitled to vote or to which stockholders are
entitled to give consent, the holders of the outstanding shares of the
Common Stock shall be entitled to cast thereon one (1) vote in person or
by proxy for each share of the Common Stock standing in his name.
2. Dividends and Distributions.
a. Cash Dividends. When cash dividends may be declared by the
Board of Directors, and for purposes of calculating the cash
dividend to be paid on shares of the Common Stock, the amount of the
cash dividend declared and payable on shares of the Common Stock,
determined in accordance with this provision, may be rounded up to
the next highest half cent or fraction thereof.
b. Other Dividends and Distributions. Each share of the
Common Stock shall be equal in respect of rights to dividends (other
than cash) and distributions, when and as declared, in the form of
stock or other property of the Corporation, except that in the case
of dividends or other distributions payable in stock of the
Corporation, including distributions pursuant to stock split-ups or
divisions, only shares of the Common Stock shall be distributed with
respect to the Common Stock.
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3. Other Rights. Except as otherwise required by the Nevada Revised
Statutes, or as otherwise provided in the Articles of Incorporation, each
share of the Common Stock shall have identical powers, preferences and
rights, including rights in liquidation.
4. Issuance of the Common Stock. The Board of Directors of the
Corporation may from time to time authorize by resolution the issuance of
any or all of the authorized but unissued shares of the Common Stock for
such purposes, in such amounts, to such persons, corporations or
entities, for such consideration, all as the Board of Directors at its
discretion may determine and without any vote or other action by the
stockholders, except as otherwise required by law. The Board of Directors
may issue shares of the Common Stock in the form of a distribution or
distributions pursuant to a stock dividend or split-up of the shares of
the Common Stock only to the then holders of the outstanding shares of
the Common Stock.
C. Powers and Rights of Preferred Stock.
1. Shares of Preferred Stock may be issued in one or more series at
such time or times and for such consideration as the Board of Directors
may determine. Each such series shall be given a distinguishing
designation. All shares of any one series shall have preferences,
limitations and relative rights identical with those of other shares of
the same series and, except to the extent otherwise provided in the
description of such series, with those of other shares of Preferred Stock.
2. Authority is hereby expressly granted to the Board of Directors
to fix from time to time, by resolution or resolutions providing for the
establishment and/or issuance of any series of Preferred Stock, the
designation of such series and the preferences, limitations and relative
rights of the shares of such series, including the following:
a. The distinctive designation and number of shares comprising
such series, which number may (except as otherwise provided by the
Board of Directors in creating such series) be increased or
decreased (but not below the number of shares then outstanding) from
time to time by action of the Board of Directors;
b. The voting rights, if any, which shares of that series
shall have, which may be special, conditional, limited or otherwise;
c. The rate of dividends, if any, on the shares of that
series, whether dividends shall be non-cumulative, cumulative to the
extent earned, partially cumulative or cumulative (and, if
cumulative, from which date or dates), whether dividends shall be
payable in cash, property or rights, or in shares of the
Corporation's capital stock, and the relative rights of priority,
if any, of payment of dividends on shares of that series over shares
of any other series or over the Common Stock;
d. Whether the shares of that series shall be redeemable and,
if so, the terms and conditions of such redemption, including the
date or dates upon or after which they shall be redeemable, the
event or events upon or after which they shall be redeemable,
whether they shall be redeemable at the option of the Corporation,
the stockholder or another person, the amount per share payable in
case of redemption (which amount may vary under different conditions
and at different redemption dates), whether such amount shall be a
designated amount or an amount determined in accordance with a
designated formula or by reference to extrinsic data or events and
whether such amount shall be paid in cash, indebtedness, securities
or other property or rights, including securities of any other
corporation;
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e. Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series and, if so, the
terms of and amounts payable into such sinking fund;
f. The rights to which the holders of the shares of that
series shall be entitled in the event of voluntary or involuntary
dissolution or liquidation of the Corporation, and the relative
rights of priority, if any, of payment of shares of that series over
shares of any other series or over the Common Stock in any such
event;
g. Whether the shares of that series shall be convertible into
or exchangeable for cash, shares of stock of any other class or any
other series, indebtedness, or other property or rights, including
securities of another corporation, and, if so, the terms and
conditions of such conversion or exchange, including the rate or
rates of conversion or exchange, and whether such rate shall be a
designated amount or an amount determined in accordance with a
designated formula or by reference to extrinsic data or events, the
date or dates upon or after which they shall be convertible or
exchangeable, the duration for which they shall be convertible or
exchangeable, the event or events upon or after which they shall be
convertible or exchangeable, and whether they shall be convertible
or exchangeable at the option of the Corporation, the stockholder or
another person, and the method (if any) of adjusting the rate of
conversion or exchange in the event of a stock split, stock
dividend, combination of shares or similar event;
h. Whether the issuance of any additional shares of such
series, or of any shares of any other series, shall be subject to
restrictions as to issuance, or as to the powers, preferences or
rights of any such other series; and
i. Any other preferences, privileges and powers and relative,
participating, optional or other special rights and qualifications,
limitations or restrictions of such series, as the Board of
Directors may deem advisable and as shall not be inconsistent with
the provisions of this Article and to the full extent now or
hereafter permitted by the laws of the State of Nevada.
Fifth. The number of directors shall be fixed by, or in the manner
provided in, the By-Laws.
Sixth. The Corporation shall have perpetual existence.
Seventh. The stockholders, officers or directors of the Corporation
shall not be personally liable for the payment of the Corporation's debts
except as they may be liable by reason of their own conduct or acts.
Eighth. The Board of Directors is expressly authorized and empowered to
make, alter and repeal the By-Laws of the Corporation, subject to the power of
the stockholders of the Corporation, to alter or repeal any By-Laws of the
Corporation.
Ninth. The Corporation reserves the right at any time and from time to
time to amend, alter, change or repeal any provision contained in the Articles
of Incorporation and add or insert any other provision authorized by the laws
of the State of Nevada in the manner now or hereafter prescribed by law. All
rights, preferences or privileges of whatever nature conferred upon
stockholders, directors or any other persons whomsoever by and pursuant to these
Articles of Incorporation in its present form or as hereafter amended are
granted subject to the rights now reserved in this Article.
Tenth. No director or officer shall be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty, provided that
this Section shall not eliminate or limit the liability of a director or officer
for (i) acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law or (ii) the payment of distributions in violation of
Section 78.300 of the Nevada Revised Statutes.
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Eleventh. Meetings of stockholders may be held within or without the
State of Nevada, as the By-Laws of the Corporation may provide. The books of
the Corporation may be kept outside the State of Nevada at such place or
places as may be designated from time to time by the Board of Directors or in
the By-Laws of the Corporation, except as otherwise required by the Nevada
Revised Statutes. Election of directors need not be by written ballot unless
the By-Laws of the Corporation so provide.
Twelveth. The Corporation expressly elects not to be governed by Sections
78.411-78.444, inclusive, of the Nevada Revised Statutes, as the same may be
amended or supplemented from time to time.
Thirteenth. The Corporation shall, to the fullest extent permitted by
Section 78.751 of the Nevada Revised Statutes, as the same may be amended or
supplemented from time to time, indemnify any and all persons whom it shall have
power to indemnify under said section from and against any and all of the
expenses, liabilities or other matters referred to in or covered by said Section
78.751, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any By-Laws, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
In Witness Whereof, the undersigned officers hereby declare that the
statements made in the foregoing correctly sets forth the text of the Articles
of Incorporation of the Corporations adopted and amended at a meeting of the
shareholders and directors on April 20, 1999.
Dated: April 22, 1999
SIGNATURES:
//Douglas C. Mills// //Barbara J. Kuhl//
- ---------------------------- --------------------------
Douglas C. Mills, President Barbara J. Kuhl, Secretary
Subscribed and sworn to before me this 22nd day of April, 1999.
(Seal)
- ---------------------------- --------------------------
Notary Public
Commission expires __________,_____.
23 of 24
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused the report to be signed on its behalf by the
undersigned thereunto duly authorized.
FIRST BUSEY CORPORATION
(REGISTRANT)
By: //Barbara J. Jones//
--------------------------------------------
Barbara J. Jones
Senior Vice President and
Chief Financial Officer
(Principal financial and accounting officer)
Date: May 14, 1999
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