UNITED STATES
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 period ended September 30, 1997
or
( ) Transition Report Pursuant to Section 13 of 15(d) of
the Securities Exchange Act of 1934
For the transition period from ----- to -----
____________________
Commission file number 0-15123
I.R.S. Employer Identification Number 31-1182986
FIRST NATIONAL BANCORP, INC.
(an Illinois Corporation)
78 N. Chicago St.
Joliet, Illinois 60432
Telephone: (815) 726-4371
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 issuer's classes of
common stock, as of the latest practicable date: 2,431,804 shares of the
Company's Common Stock ($10.00 par value) were outstanding as of November 1,
1997.
FIRST NATIONAL BANCORP, INC. AND SUBSIDIARIES
CONTENTS
Part I. Financial Information
Item 1. Financial Statements Page
a. Condensed Consolidated Balance Sheets 1
b. Condensed Consolidated Statements of Income 2
c. Condensed Consolidated Statements of Cash Flows 3
d. Notes to Condensed Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
Part II. Other Information
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
Signature Page 14
Page 1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FIRST NATIONAL BANCORP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except per share data)
September 30, December 31,
1997 1996
(Unaudited)
------------- ------------
ASSETS
Cash and due from banks $35,696 $35,785
Federal funds sold 49,400 73,241
Securities available-for-sale 12,825 11,404
Securities held-to-maturity (Fair value of $214,871 and
$203,500 at September 30,1997 and December 31,1996) 213,655 203,424
Loans:
Commercial 84,638 81,981
Agricultural 10,344 8,692
Real estate 255,014 234,604
Consumer 163,395 141,115
Other 2,336 2,394
-------- --------
Total loans 515,727 468,786
Allowance for loan losses (4,329) (4,414)
-------- --------
Loans, net 511,398 464,372
Premises and equipment, net 18,874 17,880
Accrued interest and other assets 8,976 7,954
Intangibles,net 9,740 10,510
-------- --------
TOTAL ASSETS $860,564 $824,570
-------- --------
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
Demand, non-interest bearing $116,891 $116,147
NOW accounts 96,311 74,749
Money Market accounts 37,999 37,130
Savings 163,612 160,653
Time deposits, $100,000 and over 66,952 63,189
Other time deposits 237,754 238,645
-------- --------
Total Deposits 719,519 690,513
-------- --------
Short-term borrowings 52,389 49,236
Long-term debt 6,201 6,951
Accrued interest and other liabilities 6,514 6,479
-------- --------
Total Liabilities 784,623 753,179
-------- --------
STOCKHOLDERS' EQUITY
Preferred stock - -
Common stock 24,318 24,318
Retained earnings 51,607 47,081
Unrealized gain (loss) on securities available for sale, net 16 (8)
-------- --------
Total Stockholders' Equity 75,941 71,391
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $860,564 $824,570
-------- --------
-------- --------
See Notes to Condensed Consolidated Financial Statements.
Page 2
FIRST NATIONAL BANCORP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Dollars in thousands, except per share data)
Three Months Ended Nine Months Ended
September 30, September 30,
1997 1996 1997 1996
---- ---- ---- ----
INTEREST INCOME:
Loans $11,279 $9,931 $32,075 $28,821
Securities:
Taxable 3,206 2,924 9,640 8,071
Tax-exempt 465 501 1,433 1,516
Federal funds sold 193 530 942 1,665
--------- --------- --------- ---------
Total interest income 15,143 13,886 44,090 40,073
--------- --------- --------- ---------
INTEREST EXPENSE:
Deposits 5,986 5,330 17,494 15,171
Short-term borrowings 631 635 1,762 1,943
Long-term debt 129 142 395 440
--------- --------- --------- ---------
Total interest expense 6,746 6,107 19,651 17,554
--------- --------- --------- ---------
Net interest income 8,397 7,779 24,439 22,519
Provision for loan losses 229 209 659 816
--------- --------- --------- ---------
Net interest income after provision for loan losses 8,168 7,570 23,780 21,703
--------- --------- --------- ---------
NONINTEREST INCOME:
Trust department income and farm management income 244 218 778 780
Service fees 1,175 988 3,284 2,793
Securities gains, net 5 2 6 152
Other income 80 131 293 334
--------- --------- --------- ---------
Total noninterest income 1,504 1,339 4,361 4,059
--------- --------- --------- ---------
NONINTEREST EXPENSES:
Salaries and employee benefits 3,076 3,048 9,097 8,309
Occupancy expense 854 800 2,342 2,194
Data processing expense 324 276 766 754
Other expenses 1,744 1,448 4,747 4,484
--------- --------- --------- ---------
Total noninterest expenses 5,998 5,572 16,952 15,741
--------- --------- --------- ---------
INCOME BEFORE INCOME TAXES 3,674 3,337 11,189 10,021
Income tax expense 1,194 1,073 3,623 3,286
--------- --------- --------- ---------
NET INCOME $2,480 $2,264 $7,566 $6,735
--------- --------- --------- ---------
--------- --------- --------- ---------
Earnings per common share $1.02 $0.93 $3.11 $2.77
--------- --------- --------- ---------
--------- --------- --------- ---------
Weighted average number of shares outstanding 2,431,804 2,431,804 2,431,804 2,431,804
--------- --------- --------- ---------
--------- --------- --------- ---------
See Notes to Condensed Consolidated Financial Statements.
Page 3
FIRST NATIONAL BANCORP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in Thousands)
Nine Months Ended
September 30,
1997 1996
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $7,566 $6,735
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 1,122 971
Provision for loan losses 659 816
Amortization of securities premiums, net of accretion 45 122
Net securities gains (6) (152)
Net losses (gains) on sale of other real estate 6 (8)
Amortization of intangibles 737 802
Increase in accrued interest and other assets (1,035) (1,115)
Increase in accrued interest and other liabilities 53 26
-------- --------
Net cash provided by operating activities 9,147 8,197
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities of securities 63,156 68,937
Proceeds from sale of securities - 1,656
Purchase of securities (74,808) (88,442)
Proceeds from sale of other real estate 7 50
Change in federal funds sold, net 23,841 (22,013)
Loans made to customers, net of principal collections (47,685) (29,628)
Purchase of premises and equipment (2,116) (3,150)
-------- --------
Net cash used in investing activities (37,605) (72,590)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits 29,006 70,986
Net increase (decrease) in short-term borrowings 3,153 (13,756)
Principal paid on long-term debt (750) (625)
Dividends paid (3,040) (3,648)
-------- --------
Net cash provided by financing activities 28,369 52,957
-------- --------
Net decrease in cash and due from banks (89) (11,436)
CASH AND DUE FROM BANKS
Beginning 35,785 42,979
-------- --------
Ending $35,696 $31,543
-------- --------
-------- --------
SUPPLEMENTAL DISCLOSURES
Cash payments for:
Interest paid $20,173 $17,338
Income taxes 3,501 3,201
See Notes to Condensed Consolidated Financial Statements.
Page 4
FIRST NATIONAL BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
(Unaudited)
(Table amounts in thousands of dollars, except per share data)
NOTE 1 - BASIS OF PRESENTATION
The condensed consolidated financial statements include the accounts of
First National Bancorp, Inc. (the "Company") and its subsidiaries, First
National Bank of Joliet, Southwest Suburban Bank, Bank of Lockport and Plano
Bancshares, Inc. (the "Banks"). All material intercompany items and
transactions have been eliminated in consolidation.
The accompanying unaudited interim condensed consolidated financial
statements have been prepared pursuant to the rules and regulations for
reporting on Form 10-Q. Accordingly, certain disclosures required by
generally accepted accounting principles are not included herein. These
interim statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's 1996 Annual
Report on Form 10-K filed with the Securities and Exchange Commission. The
December 31, 1996 balance sheet has been derived from the audited financial
statements included in the Company's 1996 Annual Report on Form 10-K filed
with the Securities and Exchange Commission, but does not include all
disclosures required by generally accepted accounting principles.
Interim statements are subject to possible adjustment in connection with
the annual audit of the Company for the year ending December 31, 1997. In the
opinion of management of the Company, the accompanying unaudited interim
condensed consolidated financial statements reflect all adjustments
(consisting of normal recurring adjustments) necessary for a fair
presentation of the consolidated financial position and consolidated results
of operations for the periods presented.
The results of operations for the three months ended September 30, 1997
and 1996 and nine months ended September 30, 1997 and 1996, are not
necessarily indicative of the results to be expected for the full year.
Earnings per share of common stock is based on weighted average number of
shares outstanding during the period.
Page 5
NOTE 2 - SECURITIES
The amortized cost and fair value of securities available-for-sale at
September 30, 1997 and December 31, 1996 are as follows:
Amortized Fair
Cost Value
---- -----
September 30, 1997
------------------
U. S. Treasury $8,997 $9,024
U. S. government agencies 3,502 3,501
Other 300 300
-------- --------
$12,799 $12,825
-------- --------
-------- --------
Amortized Fair
Cost Value
---- -----
December 31, 1996
-----------------
U. S. Treasury $9,317 $9,308
U. S. government agencies 1,800 1,796
Other 300 300
-------- --------
$11,417 $11,404
-------- --------
-------- --------
The amortized cost and fair value of securities held-to-maturity at
September 30, 1997 and December 31, 1996 are as follows:
Amortized Fair
Cost Value
---- -----
September 30, 1997
------------------
U. S. Treasury $27,975 $28,036
U. S. government agencies 152,050 152,159
States and political subdivisions 33,630 34,676
-------- --------
$213,655 $214,871
-------- --------
-------- --------
Amortized Fair
Cost Value
---- -----
December 31, 1996
-----------------
U. S. Treasury $40,194 $40,132
U. S. government agencies 127,472 126,637
States and political subdivisions 35,758 36,731
-------- --------
$203,424 $203,500
-------- --------
-------- --------
Securities with a carrying value of $160,000,000 and $133,000,000 at
September 30, 1997 and December 31, 1996, respectively, were pledged to
secure public deposits, securities sold under agreements to repurchase, and
for other purposes required or permitted by law.
Page 6
NOTE 3 - LOANS
The subsidiary banks make loans to both individuals and commercial
entities in a wide variety of industries. Loan terms vary as to interest
rate, repayment period, and collateral requirements based on the type of loan
requested and the credit worthiness of the prospective borrower. Credit risk
tends to be geographically concentrated in that the majority of the loan
customers are located in the markets served by the subsidiary banks.
The components of real estate loans at September 30, 1997 and December 31,
1996 were as follows:
September 30, December 31,
1997 1996
------------- ------------
Commercial $ 90,902 $ 76,354
Residential 148,137 138,443
Construction 15,975 19,807
-------- --------
$255,014 $234,604
-------- --------
-------- --------
Impaired loans amounted to $914,000 at September 30, 1997 and $580,000 at
December 31, 1996.
Changes in the allowance for loan losses were as follows:
1997 1996
------ ------
Balance, beginning of year $4,414 $3,931
Provision charged to operations 659 816
Loans charged-off (849) (439)
Recoveries 105 126
------ ------
Balance, September 30, 1997 and 1996 $4,329 $4,434
------ ------
------ ------
The Banks are parties to financial instruments with off-balance-sheet risk
in the normal course of business to meet the financing needs of their
customers. These financial instruments include commitments to extend credit
and standby letters of credit which, to varying degrees, involve elements of
credit risk in excess of the amount recognized in the balance sheet.
The Banks' exposure to credit loss on commitments to extend credit and
standby letters of credit in the event of nonperformance by the customer, is
represented by the contractual amount of those instruments. The Banks use the
same credit policies in making commitments and conditional obligations as for
on-balance-sheet instruments.
Page 7
A summary of the contract amounts of the Banks' exposure to
off-balance-sheet risk is as follows:
September 30, December 31,
1997 1996
------------ ------------
Loan commitments $75,831 $96,059
Standby letters of credit 21,746 19,417
NOTE 4 - STOCKHOLDERS' EQUITY
At the Company's March 13, 1997, Annual Shareholders' meeting,
shareholders approved an increase in the number of authorized shares from
2,750,000 to 5,500,000 and the Board declared a two-for-one stock split
effected in the form of a 100% stock dividend. Stockholders' equity has been
retroactively restated to account for the two-for-one stock split.
Common stock consisted of the following at September 30, 1997 and
December 31, 1996:
1997 1996
------------ ------------
Par value per share $10 $10
Shares authorized 5,500,000 5,500,000
Shares issued and outstanding 2,431,804 2,431,804
Changes in stockholders' equity for the nine months ended September 30,
1997 and 1996 are summarized as follows:
1997 1996
------------ ------------
Balance at beginning of period $71,391 $66,426
Net income for the period 7,566 6,735
Cash dividends declared (3,040) (3,648)
Net change in unrealized loss on
securities available-for-sale,
net of deferred tax 24 55
------------ ------------
$75,941 $69,568
------------ ------------
------------ ------------
NOTE 5 - PENDING ACCOUNTING CHANGES
Financial Accounting Standard No. 125, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities," was issued
by the Financial Accounting Standards Board ("FASB") in 1996. It revises the
accounting for transfers of financial assets, such as loans and securities,
and for distinguishing between sales and secured borrowings. It is effective
for some transactions in 1997 and others in 1998. The effect on the financial
statements is not material.
On March 3, 1997, the FASB issued Statement No. 128, Earnings Per Share,
which is effective for financial statements beginning with year end 1997.
Basic earnings per share for 1997 and later will be calculated solely on
average common shares outstanding. Diluted earnings per share will reflect
the potential dilution of stock options and other common stock equivalents.
All prior calculations will be restated to be comparable to the new methods.
As the Company does not currently have outstanding stock options, the new
calculation methods will not significantly affect the future basic earnings
per share.
Page 8
FIRST NATIONAL BANCORP, INC. AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following management discussion and analysis focuses on the
consolidated financial position of First National Bancorp, Inc. (the
"Company") as of September 30, 1997, as compared to the position of the
Company at December 31, 1996, as well as the results of operations for the
three months ended September 30, 1997 and 1996, and the nine months ended
September 30, 1997 and 1996. This discussion is intended to be read in
conjunction with the interim condensed consolidated financial statements and
notes thereto.
HIGHLIGHTS
For the three months ended September 30, 1997, the Company earned
$2,480,000 or $1.02 per share as compared to $2,264,000 or $.93 per share for
the same period in 1996. Earnings per share data for each period reflects the
two-for-one stock split approved at the March 13, 1997 Annual Shareholders'
Meeting. On a percentage basis, net income for the third quarter of 1997
increased by 9.54% over that of the third quarter of 1996. The Company's
annualized return on average assets for the three months ended September 30,
1997 was 1.17% versus 1.14% for the same period in 1996. Annualized return on
average equity was 13.09% for the third quarter of 1997 compared to 13.04%
for the third quarter of 1996.
For the nine months ended September 30, 1997, net income was $7,566,000 or
$3.11 per share as compared to $6,735,000 or $2.77 per share for the same
period in 1996, as adjusted for the two-for-one stock split. Year-to-date net
income increased by 12.34% over that of 1996. Annualized return on average
assets for the nine months ended September 30, 1997 was 1.22% versus 1.19%
for the same period in 1996. Annualized return on average equity was 13.82%
for the first nine months of 1997 compared to 13.30% for the first nine
months of 1996.
Total assets increased $35,994,000 or 4.37% to $860,564,000 as of
September 30, 1997, compared to December 31, 1996. During the first nine
months of 1997, net loans grew $47,026,000, up 10.13% from December 31, 1996.
Deposits increased $29,006,000 during the first nine months of 1997, up 4.20%
from December 31, 1996. Stockholders' Equity increased $4,550,000, up 6.37%
from December 31, 1996.
Page 9
RESULTS OF OPERATIONS
NET INTEREST INCOME
Net interest income, the difference between total interest earned on
earning assets and total interest expense on interest bearing liabilities, is
the Company's principal source of income. Net interest income is influenced
by changes in the volume and yield on earning assets as well as changes in
the volume and rates paid on interest bearing liabilities. The Company
attempts to favorably impact net interest income through investment decisions
on interest earning assets and monitoring the interest rates its banking
subsidiaries offer, particularly rates for time deposits and short-term
borrowings.
On a tax equivalent basis (35% income tax rate), the Company's net
interest income expressed as a percentage of average interest earning assets
was 4.46% for the three months ended September 30, 1997, as compared to 4.47%
for the same period in 1996.
For the nine months ended September 30, 1997, the Company's net interest
income expressed as a percentage of average interest earning assets on a tax
equivalent basis was 4.45%, as compared to 4.52% for the same period in 1996.
NONINTEREST INCOME
Noninterest income consists primarily of service charges on customer
deposit accounts and fees earned on trust department services. Total
noninterest income was $1,504,000 for the three months ended September 30,
1997, an increase of $165,000, or 12.3%, from the same period in 1996. The
ratio of noninterest income to income before taxes was 40.9% and 40.1% for
the three months ended September 30, 1997 and 1996, respectively.
The noninterest income increase of $165,000 was primarily attributable to
an increase of $215,000 in service charges on customer deposit accounts as a
result of increases in the number of demand deposit accounts. This increase
was partially offset by a $18,000 decrease in net gains on the sale of loans,
in addition to a $30,000 decrease in miscellaneous income.
Page 10
For the nine months ended September 30, 1997, total noninterest income was
$4,361,000, an increase of $302,000 or 7.4% from the same period in 1996. The
year-to-date ratio of noninterest income to income before income taxes was
39.0% and 40.5% for 1997 and 1996, respectively.
NONINTEREST EXPENSE
Noninterest expense increased $426,000, or 4.1%, to $5,998,000 for the
three months ended September 30, 1997 as compared to $5,572,000 in the same
period in 1996.
Salaries and employee benefits represented the largest category of
noninterest expense, accounting for 51.3% of the three months ended total
September 30, 1997 total versus 54.7% in the same period in 1996. Salaries
and employee benefits increased $28,000, or .9%, for the three months ended
September 30, 1997 over the same period in 1996.
Noninterest expenses other than salaries and benefits increased $398,000,
or 15.8%, for the three months ended September 30, 1997 over the comparable
period in 1996.
Year-to-date September 30, 1997 noninterest expenses increased $1,211,000
or 7.7% to $16,952,000 as compared to $15,741,000 in the same period in 1996.
Salaries and employee benefits increased $788,000 or 9.5% for the first nine
months of 1997 over the same period in 1996. Salaries and employee benefits
represented 53.7% of the total noninterest expense for the nine months ended
September 30, 1997, versus 52.8% for the same period in 1996. Noninterest
expenses other than salaries and benefits increased $423,000 for the nine
months ended September 30, 1997 over the comparable period in 1996.
FINANCIAL CONDITION
EARNING ASSETS
At September 30, 1997, earning assets were $791,607,000, an increase of
$34,752,000 or 4.6% from $756,855,000 at December 31, 1996. Average earning
assets for the three months ended September 30, 1997 were $770,233,000, an
increase of $55,562,000, or 7.8% from the same period in 1996, primarily due
to an increase of $60,220,000 in the average loan portfolio.
Page 11
INTEREST-BEARING LIABILITIES
At September 30, 1997, interest-bearing liabilities were $661,218,000, an
increase of $30,665,000 or 4.9%, from $630,553,000 at December 31, 1996. The
increase was primarily due to an increase of 28.8% in NOW accounts and a 6.4%
increase in short-term borrowings, both as a result of fluctuations in the
balances of seasonal public funds.
Average interest-bearing liabilities for the three months ended 1997 were
$636,683,000, an increase of $39,719,000, or 6.7% from the same period in
1996. The increase was primarily due to a 8.7% increase in interest-bearing
deposits.
NONPERFORMING LOANS
Nonperforming loans are comprised of those loans on which interest income
is not being accrued and other loans which are contractually in arrears as to
principal or interest for ninety days or more.
As of September 30, 1997, the Company's nonperforming loans were
$3,009,000 compared to $1,857,000 at December 31, 1996. The increase is
attributable to an increase of $245,000 in nonperforming real estate loans,
an increase of $259,000 in nonperforming commercial loans and an increase of
$321,000 in nonperforming consumer loans. The Company's ratio of
nonperforming loans to total loans was .58% at September 30, 1997, compared
to .40% at December 31, 1996. Impaired loans amounted to $914,000 at
September 30, 1997 and $580,000 at December 31, 1996.
ALLOWANCE FOR LOAN LOSSES
The allowance is an amount that management believes will be adequate to
absorb possible losses on existing loans that may become uncollectible, based
on evaluations of the collectibility of loans and prior loan loss experience.
This evaluation also takes into consideration such factors as changes in the
nature and volume of the loan portfolio quality, review of specific problem
loans and current economic conditions that may affect the borrower's ability
to pay.
The allowance for loan losses decreased $85,000 for the nine month period
ended September 30, 1997 to $4,329,000, which represented .84% of total
loans, net of unearned income. At December 31, 1996, the allowance for loan
losses represented .94% of such loan balances.
CAPITAL RESOURCES
Stockholders' equity was $75,941,000 at September 30, 1997, an increase of
$4,550,000, or 6.4% over December 31, 1996. At September 30, 1997,
stockholders' equity represented 8.82% of total assets compared to 8.66% at
December 31, 1996.
Page 12
Under rules adopted by federal bank regulatory agencies, bank holding
companies and financial institutions are subject to "risk based" capital
measurements. These regulations establish minimum levels for risk-based Tier
I Capital and Total Capital ratios and the leverage ratio. The parent company
(on a consolidated basis) and its subsidiary banks currently are considered
"well capitalized" and exceed the capital requirements established by federal
bank regulatory agencies.
The Company's consolidated actual capital ratios at September 30, 1997 and
December 31, 1996 are summarized below:
September 30, December 31,
1997 1996
------------ ------------
Total Capital to risk-weighted assets 12.83% 13.07%
Tier I Capital to risk-weighted assets 12.05% 12.20%
Tier I Capital to average assets 8.08% 7.66%
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995
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 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 affect on the operations and future prospects of the Company and the
subsidiaries include, but are not limited to, changes in: interest rates,
general economic conditions, legislative/regulatory changes, 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 investment 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.
Page 13
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no material pending legal proceedngs to which the Company or its
subsidiaries are a party other than ordinary routine litigation incidental to
their respective businesses.
ITEM 2. CHANGES IN SECURITIES
Not Applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not Applicable.
ITEM 5. OTHER INFORMATION
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
27.1 Financial Data Schedule
(b) Reports on Form 8-K
None.
Page 14
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.
FIRST NATIONAL BANCORP, INC.
(REGISTRANT)
DATE: NOVEMBER 5, 1997
/s/ Kevin T. Reardon /s/ Albert G. D'Ottavio
- -------------------- -----------------------
Kevin T. Reardon Albert G. D'Ottavio
Chairman of the Board President
Chief Executive Officer Principal Accounting Officer
& Chief Financial Officer