UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Washington, D. C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number: 0-15123
FIRST NATIONAL BANCORP, INC.
(Exact name of registrant as specified in its charter)
Illinois 31-1182986
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(State of Incorporation) (IRS Employer Identification No.)
78 North Chicago Street, Joliet, Illinois 60432
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (815) 726-4371
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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Common Stock, $10.00 par value None
Securities registered pursuant to Section 12(g) of the Act: Common
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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 report(s), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No __
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of Common Stock held by non-affiliates on March 9,
1999 was $175,481,610. Based on the last reported price of an actual transaction
in registrant's Common Stock on March 9, 1999, and reports of beneficial
ownership filed by directors and executive officers of registrant and by
beneficial owners of more than 5% of the outstanding shares of Common Stock of
registrant; however, such determination of shares owned by affiliates does not
constitute an admission of affiliate status or beneficial interest in shares of
Common Stock of registrant. At March 9, 1999 there were 2,420,436 shares of
registrant's sole class of common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
There is incorporated by reference in this Annual Report on Form 10-K portions
of the information contained in the registrant's proxy statement for its annual
meeting of stockholders held March 11, 1999, to the extent indicated herein.
There is incorporated by reference in Parts II and IV of this Annual Report on
Form 10-K portions of the information contained in the registrant's 1998 annual
and financial reports to stockholders to the extent indicated herein.
TABLE OF CONTENTS
Page
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PART I
ITEM 1. Business....................................................... 1
ITEM 2. Properties..................................................... 7
ITEM 3. Legal Proceedings.............................................. 8
ITEM 4. Submission of Matters to a Vote of Security Holders............ 8
PART II
ITEM 5. Market for the Company's Common Stock and Related
Stockholder Matters............................................ 8
ITEM 6. Selected Financial Data........................................ 8
ITEM 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations............................ 8
ITEM 8. Financial Statements and Supplementary Data.................... 8
ITEM 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure Matters.................... 9
PART III
ITEM 10. Directors and Executive Officers of the Registrant............. 9
ITEM 11. Executive Compensation......................................... 9
ITEM 12. Security Ownership of Certain Beneficial Owners and
Management..................................................... 9
ITEM 13. Certain Relationships and Related Transactions................. 9
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K.................................................... 9
SIGNATURES ............................................................... 12
PART I
ITEM 1. BUSINESS
OVERVIEW
First National Bancorp, Inc. ("First National" or the "Company") was formed and
became the parent holding company of First National Bank of Joliet ("FNB" or the
"Bank") on September 30, 1986. Upon shareholders' approval, First National
Bancorp, Inc. issued 625,000 shares of its $10 par value common stock for all of
the outstanding common stock of FNB.
On January 9, 1989, the Company acquired 100% of the outstanding shares of
Southwest Suburban Bank ("SWSB") located in Bolingbrook, Illinois at a total
cash purchase price of $4,681,000. The excess of acquisition cost over the fair
value of net assets acquired was $2,198,000. The acquisition was accounted for
as a purchase.
On December 14, 1990, the Company acquired 100% of the outstanding shares of
Bank of Lockport ("BOL") located in Lockport, Illinois for $12,077,000, paid
through issuing 99,505 common shares of First National stock valued at
$7,167,000 plus cash of $4,910,000. The excess of acquisition cost over the fair
value of net assets acquired was $6,442,000. The acquisition was accounted for
as a purchase.
On October 31, 1994, the Company acquired 100% of the outstanding shares of
Plano Bancshares, Inc. ("Bancshares") located in Plano, Illinois. Bancshares is
the parent holding company of Community Bank of Plano ("Plano"). The purchase
price of Bancshares was $10,737,000, paid through issuing debentures of
$3,776,000 plus cash of $6,961,000. The excess of acquisition cost over the fair
value of net assets acquired was $2,311,000. The acquisition was accounted for
as a purchase. On March 14, 1998, SWSB, BOL and Plano merged into FNB.
The Company has no employees and conducts no active business except through its
banking subsidiary. The only significant asset of the Company is its stock
ownership of the Bank.
SUBSIDIARY DESCRIPTION
The Bank is a commercial, national FDIC insured bank with its main office
located at 78 North Chicago Street, Joliet, Illinois 60432. The Bank is located
approximately 45 miles southwest of Chicago and has Joliet and the western
portion of Will County as its primary service area. The Bank was organized as a
national banking organization on June 6, 1933, and currently has 14 branches in
addition to the main bank location.
Approximately 85% of the Bank's assets are located within Will County, Illinois.
Will County has become one of the fastest growing areas in Illinois with an
average population growth in excess of 3.0% per year since 1990. Total
population exceeds 430,000 with a labor force of over 215,000. Unemployment has
remained consistently under 6.0% since 1994. This population growth and stable
employment levels are factors contributing to the Bank's loan growth in the last
three years. In particular, commercial and consumer loan volumes have all been
positively affected by these economic conditions with increases of 44% and 46%,
respectively in the three years ending December 31, 1998.
COMPETITION
Active competition exists in all services offered by the Bank, not only with
other national and state banks, but also with savings and loan associations,
finance companies, personal loan companies, credit unions, money market mutual
funds, mortgage bankers and other financial institutions serving this market
area. The principal methods of competition in the financial services industry
are price, service and convenience.
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BANK LOANS
The Bank's loan portfolio consists of commercial, commercial real estate,
construction, agricultural, residential real estate and consumer loans. The loan
portfolio is diversified so that slowdowns or problems in one specific area
would not cause a significant problem. The repayment terms and rates, credit
criteria employed, and risks associated with each loan category are governed by
a written lending policy approved by the Company's board of directors. Loans
greater than $30,000 require the approval of a lending committee consisting of
senior loan officers which meets twice each week.
BANK DEPOSITS
No material portion of the Bank's deposits have been obtained from a person or
group that withdrawal of such deposits would have an adverse effect on the
business of the Company.
SEASONAL
Business is not affected in a material manner by change of seasons.
FOREIGN SOURCES
Neither the Company nor its subsidiary, the Bank, are involved with foreign
investments.
COMPLIANCE
Compliance with federal, state, and local provisions relating to the protection
of the environment should not have a material effect upon the capital
expenditures, earnings and competitive position of the Company.
EMPLOYMENT
As of December 31, 1998, the Bank had 285 full-time and 142 part-time employees.
SERVICES
The Bank offers varied savings and certificate of deposit options, commercial
lending and consumer lending, along with credit card and regular checking
services.
SUPERVISION AND REGULATION
GENERAL
Financial institutions and their holding companies are extensively regulated
under federal and state law. As a result, the growth and earnings performance of
the Company can be affected not only by management decisions and general
economic conditions, but also by the requirements of applicable state and
federal statutes and regulations and the policies of various governmental
regulatory authorities, including the Office of the Comptroller of the Currency
(the "OCC"), the Board of Governors of the Federal Reserve System (the "Federal
Reserve"), the Federal Deposit Insurance Corporation (the "FDIC"), the Internal
Revenue Service and state taxing authorities and the Securities and Exchange
Commission (the "SEC"). The effect of applicable statutes, regulations and
regulatory policies can be significant, and cannot be predicted with a high
degree of certainty.
Federal and state laws and regulations generally applicable to
financial institutions, such as the Company and its subsidiaries, regulate,
among other things, the scope of business, investments, reserves against
deposits, capital levels relative to operations, the nature and amount of
collateral for loans, the establishment of branches, mergers, consolidations and
dividends. The system of supervision and regulation applicable to the Company
and its subsidiaries establishes a comprehensive framework for their respective
operations and is intended primarily for the protection of the FDIC's deposit
insurance funds and the depositors, rather than the shareholders, of financial
institutions.
2
The following is a summary of the material elements of the regulatory
framework that applies to the Company and the Bank. It does not describe all of
the statutes, regulations and regulatory policies that apply to the Company and
the Bank, nor does it restate all of the requirements of the statutes,
regulations and regulatory policies that are described. As such, the following
is qualified in its entirety by reference to the applicable statutes,
regulations and regulatory policies. Any change in applicable law, regulations
or regulatory policies may have a material effect on the business of the Company
and the Bank.
RECENT REGULATORY DEVELOPMENTS
PENDING LEGISLATION. Legislation has been introduced in the Congress
that would allow bank holding companies to engage in a wider range of nonbanking
activities, including greater authority to engage in securities and insurance
activities. The expanded powers generally would be available to a bank holding
company only if the bank holding company and its banking subsidiaries remain
well-capitalized and well-managed. At this time, the Company is unable to
predict whether the proposed legislation will be enacted and, therefore, is
unable to predict the impact such legislation may have on the Company and the
Bank.
THE COMPANY
GENERAL. The Company, as the sole shareholder of the Bank, is a bank holding
company. As a bank holding company, the Company is registered with, and is
subject to regulation by, the Federal Reserve under the Bank Holding Company
Act, as amended (the "BHCA"). In accordance with Federal Reserve policy, the
Company is expected to act as a source of financial strength to the Bank and to
commit resources to support the Bank in circumstances where the Company might
not otherwise do so. Under the BHCA, the Company is subject to periodic
examination by the Federal Reserve. The Company is also required to file with
the Federal Reserve periodic reports of the Company's operations and such
additional information regarding the Company and its subsidiaries as the Federal
Reserve may require.
INVESTMENTS AND ACTIVITIES. Under the BHCA, a bank holding company must obtain
Federal Reserve approval before: (i) acquiring, directly or indirectly,
ownership or control of any voting shares of another bank or bank holding
company if, after the acquisition, it would own or control more than 5% of the
shares of the other bank or bank holding company (unless it already owns or
controls the majority of such shares); (ii) acquiring all or substantially all
of the assets of another bank; or (iii) merging or consolidating with another
bank holding company. Subject to certain conditions (including certain deposit
concentration limits established by the BHCA), the Federal Reserve may allow a
bank holding company to acquire banks located in any state of the United States
without regard to whether the acquisition is prohibited by the law of the state
in which the target bank is located. In approving interstate acquisitions,
however, the Federal Reserve is required to give effect to applicable state law
limitations on the aggregate amount of deposits that may be held by the
acquiring bank holding company and its insured depository institution affiliates
in the state in which the target bank is located (provided that those limits do
not discriminate against out-of-state depository institutions or their holding
companies) and state laws which require that the target bank have been in
existence for a minimum period of time (not to exceed five years) before being
acquired by an out-of-state bank holding company.
The BHCA also generally prohibits the Company from acquiring direct or indirect
ownership or control of more than 5% of the voting shares of any company which
is not a bank and from engaging in any business other than that of banking,
managing and controlling banks or furnishing services to banks and their
subsidiaries. This general prohibition is subject to a number of exceptions. The
principal exception allows bank holding companies to engage in, and to own
shares of companies engaged in, certain businesses found by the Federal Reserve
to be "so closely related to banking ... as to be a proper incident thereto."
Under current regulations of the Federal Reserve, the Company and its non-bank
subsidiaries are permitted to engage in a variety of banking-related businesses,
including the operation of a thrift, sales and consumer finance, equipment
leasing, the operation of a computer service bureau (including software
development), and mortgage banking and brokerage. The BHCA generally does not
place territorial restrictions on the domestic activities of non-bank
subsidiaries of bank holding companies.
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Federal law also prohibits any person or company from acquiring "control" of a
bank or a bank holding company without prior notice to the appropriate federal
bank regulator. "Control" is defined in certain cases as the acquisition of 10%
of the outstanding shares of a bank or bank holding company.
CAPITAL REQUIREMENTS. Bank holding companies are required to maintain minimum
levels of capital in accordance with Federal Reserve capital adequacy
guidelines. If capital falls below minimum guideline levels, a bank holding
company, among other things, may be denied approval to acquire or establish
additional banks or non-bank businesses.
The Federal Reserve's capital guidelines establish the following minimum
regulatory capital requirements for bank holding companies: a risk-based
requirement expressed as a percentage of total risk-weighted assets, and a
leverage requirement expressed as a percentage of total assets. The risk-based
requirement consists of a minimum ratio of total capital to total risk-weighted
assets of 8%, at least one-half of which must be Tier 1 capital. The leverage
requirement consists of a minimum ratio of Tier 1 capital to total assets of 3%
for the most highly rated companies, with a minimum requirement of 4% for all
others. For purposes of these capital standards, Tier 1 capital consists
primarily of permanent stockholders' equity less intangible assets (other than
certain mortgage servicing rights and purchased credit card relationships).
Total capital consists primarily of Tier 1 capital plus certain other debt and
equity instruments which do not qualify as Tier 1 capital and a portion of the
company's allowance for loan and lease losses.
The risk-based and leverage standards described above are minimum requirements.
Higher capital levels will be required if warranted by the particular
circumstances or risk profiles of individual banking organizations. For example,
the Federal Reserve's capital guidelines contemplate that additional capital may
be required to take adequate account of, among other things, interest rate risk,
or the risks posed by concentrations of credit, nontraditional activities or
securities trading activities. Further, any banking organization experiencing or
anticipating significant growth would be expected to maintain capital ratios,
including tangible capital positions (I.E., Tier 1 capital less all intangible
assets), well above the minimum levels.
As of December 31, 1998, the Company had regulatory capital in excess of the
Federal Reserve's minimum requirements, with a risk-based capital ratio of
13.43% and a leverage ratio of 8.43%.
DIVIDENDS. The Illinois Business Corporation Act, as amended, prohibits the
Company from paying a dividend if, after giving effect to the dividend: (i) the
Company would be insolvent; or (ii) the net assets of the Company would be less
than zero; or (iii) the net assets of the Company would be less than the maximum
amount then payable to shareholders of the Company who would have preferential
distribution rights if the Company were liquidated. Additionally, the Federal
Reserve has issued a policy statement with regard to the payment of cash
dividends by bank holding companies. The policy statement provides that a bank
holding company should not pay cash dividends which exceed its net income or
which can only be funded in ways that weaken the bank holding company's
financial health, such as by borrowing. The Federal Reserve also possesses
enforcement powers over bank holding companies and their non-bank subsidiaries
to prevent or remedy actions that represent unsafe or unsound practices or
violations of applicable statutes and regulations. Among these powers is the
ability to proscribe the payment of dividends by banks and bank holding
companies.
FEDERAL SECURITIES REGULATION. The Company's common stock is registered with the
SEC under the Securities Act of 1933, as amended, and the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). Consequently, the Company is
subject to the information, proxy solicitation, insider trading and other
restrictions and requirements of the SEC under the Exchange Act.
THE BANK
GENERAL. The Bank is a national bank, chartered by the OCC under the National
Bank Act. The deposit accounts of the Bank are insured by the FDIC's Bank
Insurance Fund ("BIF"), and the Bank is a member of the Federal Reserve System.
As a BIF-insured national bank, the Bank is subject to the examination,
supervision, reporting
4
and enforcement requirements of the OCC, as the chartering authority for
national banks, and the FDIC, as administrator of the BIF.
DEPOSIT INSURANCE. As an FDIC-insured institution, the Bank is required to pay
deposit insurance premium assessments to the FDIC. The FDIC has adopted a
risk-based assessment system under which all insured depository institutions are
placed into one of nine categories and assessed insurance premiums based upon
their respective levels of capital and results of supervisory evaluations.
Institutions classified as well-capitalized (as defined by the FDIC) and
considered healthy pay the lowest premium while institutions that are less than
adequately capitalized (as defined by the FDIC) and considered of substantial
supervisory concern pay the highest premium. Risk classification of all insured
institutions is made by the FDIC for each semi-annual assessment period.
During the year ended December 31, 1998, BIF assessments ranged from 0% of
deposits to 0.27% of deposits. For the semi-annual assessment period beginning
January 1, 1999, BIF assessment rates will continue to range from 0% of deposits
to 0.27% of deposits.
The FDIC may terminate the deposit insurance of any insured depository
institution if the FDIC determines, after a hearing, that the institution (i)
has engaged or is engaging in unsafe or unsound practices, (ii) is in an unsafe
or unsound condition to continue operations or (iii) has violated any applicable
law, regulation, order, or any condition imposed in writing by, or written
agreement with, the FDIC. The FDIC may also suspend deposit insurance
temporarily during the hearing process for a permanent termination of insurance
if the institution has no tangible capital. Management of the Company is not
aware of any activity or condition that could result in termination of the
deposit insurance of the Bank.
FICO ASSESSMENTS. Since 1987, a portion of the deposit insurance assessments
paid by members of the FDIC's Savings Association Insurance Fund ("SAIF") has
been used to cover interest payments due on the outstanding obligations of the
Financing Corporation ("FICO"). FICO was created in 1987 to finance the
recapitalization of the Federal Savings and Loan Insurance Corporation, the
SAIF's predecessor insurance fund. As a result of federal legislation enacted in
1996, beginning as of January 1, 1997, both SAIF members and BIF members became
subject to assessments to cover the interest payments on outstanding FICO
obligations. These FICO assessments are in addition to amounts assessed by the
FDIC for deposit insurance. Until January 1, 2000, the FICO assessments made
against BIF members may not exceed 20% of the amount of the FICO assessments
made against SAIF members. Between January 1, 2000 and the final maturity of the
outstanding FICO obligations in 2019, BIF members and SAIF members will share
the cost of the interest on the FICO bonds on a PRO RATA basis. During the year
ended December 31, 1998, the FICO assessment rate for SAIF members ranged
between approximately 0.061% of deposits and approximately 0.063% of deposits,
while the FICO assessment rate for BIF members ranged between approximately
0.012% of deposits and approximately 0.013% of deposits. During the year ended
December 31, 1998, the Bank paid FICO assessments totaling $86,000.
SUPERVISORY ASSESSMENTS. All national banks are required to pay supervisory
assessments to the OCC to fund the operations of the OCC. The amount of the
assessment is calculated using a formula which takes into account the bank's
size and its supervisory condition (as determined by the composite rating
assigned to the bank as a result of its most recent OCC examination). During the
year ended December 31, 1998 the Bank paid supervisory assessments to the OCC
totaling $ 163,000.
CAPITAL REQUIREMENTS. The OCC has established the following minimum capital
standards for national banks, such as the Bank: a leverage requirement
consisting of a minimum ratio of Tier 1 capital to total assets of 3% for the
most highly-rated banks with a minimum requirement of at least 4% for all
others, and a risk-based capital requirement consisting of a minimum ratio of
total capital to total risk-weighted assets of 8%, at least one-half of which
must be Tier 1 capital. For purposes of these capital standards, Tier 1 capital
and total capital consist of substantially the same components as Tier 1 capital
and total capital under the Federal Reserve's capital guidelines for bank
holding companies (SEE "--The Company--Capital Requirements").
5
The capital requirements described above are minimum requirements. Higher
capital levels will be required if warranted by the particular circumstances or
risk profiles of individual institutions. For example, the regulations of the
OCC provide that additional capital may be required to take adequate account of,
among other things, interest rate risk or the risks posed by concentrations of
credit, nontraditional activities or securities trading activities.
During the year ended December 31, 1998, the Bank was not required by the OCC to
increase its capital to an amount in excess of the minimum regulatory
requirement. As of December 31, 1998, the Bank exceeded its minimum regulatory
capital requirements with a leverage ratio of 8.67% and a risk-based capital
ratio of 13.78%.
Federal law provides the federal banking regulators with broad power to take
prompt corrective action to resolve the problems of undercapitalized
institutions. The extent of the regulators' powers depends on whether the
institution in question is "well capitalized," "adequately capitalized,"
"undercapitalized," "significantly undercapitalized" or "critically
undercapitalized," in each case as defined by regulation. Depending upon the
capital category to which an institution is assigned, the regulators' corrective
powers include: requiring the institution to submit a capital restoration plan;
limiting the institution's asset growth and restricting its activities;
requiring the institution to issue additional capital stock (including
additional voting stock) or to be acquired; restricting transactions between the
institution and its affiliates; restricting the interest rate the institution
may pay on deposits; ordering a new election of directors of the institution;
requiring that senior executive officers or directors be dismissed; prohibiting
the institution from accepting deposits from correspondent banks; requiring the
institution to divest certain subsidiaries; prohibiting the payment of principal
or interest on subordinated debt; and ultimately, appointing a receiver for the
institution. As of December 31, 1998, the Bank was well capitalized, as defined
by OCC regulations.
DIVIDENDS. The National Bank Act imposes limitations on the amount of dividends
that may be paid by a national bank, such as the Bank. Generally, a national
bank may pay dividends out of its undivided profits, in such amounts and at such
times as the bank board of directors deems prudent. Without prior OCC approval,
however, a national bank may not pay dividends in any calendar year which, in
the aggregate, exceed the bank's year-to-date net income plus the bank's
retained net income for the two preceding years.
The payment of dividends by any financial institution or its holding company is
affected by the requirement to maintain adequate capital pursuant to applicable
capital adequacy guidelines and regulations, and a financial institution
generally is prohibited from paying any dividends if, following payment thereof,
the institution would be undercapitalized. As described above, the Bank exceeded
its minimum capital requirements under applicable guidelines as of December 31,
1998. As of December 31, 1998, approximately $6.7 million was available to be
paid as dividends to the Company by the Bank. Notwithstanding the availability
of funds for dividends, however, the OCC may prohibit the payment of any
dividends by the Bank if the OCC determines such payment would constitute an
unsafe or unsound practice.
INSIDER TRANSACTIONS. The Bank is subject to certain restrictions imposed by
federal law on extensions of credit to the Company, on investments in the stock
or other securities of the Company and the acceptance of stock or other
securities of the Company as collateral for loans. Certain limitations and
reporting requirements are also placed on extensions of credit by the Bank to
its directors and officers, to directors and officers of the Company, to
principal stockholders of the Company, and to "related interests" of such
directors, officers and principal stockholders. In addition, federal law and
regulations may affect the terms upon which any person becoming a director or
officer of the Company or a principal stockholder of the Company may obtain
credit from banks with which the Bank maintains a correspondent relationship.
SAFETY AND SOUNDNESS STANDARDS. The federal banking agencies have adopted
guidelines which establish operational and managerial standards to promote the
safety and soundness of federally insured depository institutions. The
guidelines set forth standards for internal controls, information systems,
internal audit systems, loan documentation, credit underwriting, interest rate
exposure, asset growth, compensation, fees and benefits, asset quality and
earnings. In addition, in October 1998, the federal banking regulators issued
safety and
6
soundness standards for achieving Year 2000 compliance, including standards for
developing and managing Year 2000 project plans, testing remediation efforts and
planning for contingencies.
In general, the safety and soundness guidelines prescribe the goals to be
achieved in each area, and each institution is responsible for establishing its
own procedures to achieve those goals. If an institution fails to comply with
any of the standards set forth in the guidelines, the institution's primary
federal regulator may require the institution to submit a plan for achieving and
maintaining compliance. If an institution fails to submit an acceptable
compliance plan, or fails in any material respect to implement a compliance plan
that has been accepted by its primary federal regulator, the regulator is
required to issue an order directing the institution to cure the deficiency.
Until the deficiency cited in the regulator's order is cured, the regulator may
restrict the institution's rate of growth, require the institution to increase
its capital, restrict the rates the institution pays on deposits or require the
institution to take any action the regulator deems appropriate under the
circumstances. Noncompliance with the standards established by the safety and
soundness guidelines may also constitute grounds for other enforcement action by
the federal banking regulators, including cease and desist orders and civil
money penalty assessments.
BRANCHING AUTHORITY. National banks headquartered in Illinois, such as the Bank,
have the same branching rights in Illinois as banks chartered under Illinois
law. Illinois law grants Illinois-chartered banks the authority to establish
branches anywhere in the State of Illinois, subject to receipt of all required
regulatory approvals.
Under the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994
("the Riegle-Neal Act"), both state and national banks are allowed to establish
interstate branch networks through acquisitions of other banks, subject to
certain conditions, including certain limitations on the aggregate amount of
deposits that may be held by the surviving bank and all of its insured
depository institution affiliates. The establishment of new interstate branches
or the acquisition of individual branches of a bank in another state (rather
than the acquisition of an out-of-state bank in its entirety) is allowed by the
Riegle-Neal Act only if specifically authorized by state law. The legislation
allowed individual states to "opt-out" of certain provisions of the Riegle-Neal
Act by enacting appropriate legislation prior to June 1, 1997. Illinois has
enacted legislation permitting interstate mergers beginning on June 1, 1997,
subject to certain conditions, including a prohibition against interstate
mergers involving an Illinois bank that has been in existence and continuous
operation for fewer than five years.
FEDERAL RESERVE SYSTEM. Federal Reserve regulations, as presently in effect,
require depository institutions to maintain non-interest earning reserves
against their transaction accounts (primarily NOW and regular checking
accounts), as follows: for transaction accounts aggregating $46.5 million or
less, the reserve requirement is 3% of total transaction accounts; and for
transaction accounts aggregating in excess of $46.5 million, the reserve
requirement is $1.395 million plus 10% of the aggregate amount of total
transaction accounts in excess of $46.5 million. The first $4.9 million of
otherwise reservable balances are exempted from the reserve requirements. These
reserve requirements are subject to annual adjustment by the Federal Reserve.
The Bank is in compliance with the foregoing requirements.
ITEM 2. PROPERTIES
The main building of the Company is located at 78 North Chicago Street, Joliet,
Illinois. The Bank owns this building. The land on which it is located is owned
by the Company. The Bank has fourteen additional facilities, of which eleven are
owned and three are leased. The address and approximate square footage of each
location are as follows:
Approximate
Location Square Feeet Status
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78 North Chicago St., Joliet 25,000 Owned
Scott and Jefferson, Joliet 1,600 Owned
Midland and Campbell, Joliet 4,200 Owned
Black and Essington Roads, Joliet 12,000 Owned
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1590 North Larkin, Joliet 1,100 Leased
191 South Larkin, Joliet 900 Leased
207 Mondamin St., Minooka 2,000 Owned
23841 West Eames, Channahon 100 Leased
Route 52 and Brookshore, Shorewood 1,200 Owned
24745 West Eames, Channahon 1,400 Owned
626 Townhall Drive, Romeoville 6,500 Owned
225 Lily Cache Lane, Bolingbrook 8,800 Owned
826 East 9th Street, Lockport 27,000 Owned
Cedar Road. and 159th St., Lockport 9,000 Owned
2005 West Route 34, Plano 10,000 Owned
In addition, the Bank plans opening two additional branches in 1999 on sites
that are owned. The first facility scheduled to open is at 80 South Weber Road,
Romeoville, Illinois and will be approximately 1,600 square feet. The second
facility will be at 15900 South Division Street, Plainfield, Illinois and will
be approximately 2,000 square feet.
ITEM 3. LEGAL PROCEEDINGS
There are no material legal proceedings pending to which the Company or its
subsidiary is a party other than ordinary routine litigation incidental to
their respective businesses.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II.
ITEM 5. MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
As of December 31, 1998, the Company had 2,180 shareholders of record of its
common stock. First National Common Stock is traded primarily through the
offices of Stofan, Agazzi & Co., Richard B. Vance & Co., A. G. Edwards & Sons,
Inc., Edward D. Jones & Co. and ABN AMRO Securities, Inc. Information on
dividends paid and the price range of the Company's common stock on a quarterly
basis in 1998 and 1997 is presented on page 9 of the Company's 1998 Annual
Report to Stockholders and is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The five year summary of selected financial data is presented as Financial
Highlights on page 9 of the Company's 1998 Annual Report to Stockholders and is
incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Management's discussion and analysis appearing on pages 1 through 16 of the 1998
Financial Report is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements and Notes thereto appearing on pages 18
through 35 of the 1998 Financial Report are incorporated herein by reference.
See Item 14 for information concerning financial statements and schedules filed
with the report.
8
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE MATTERS
No disagreements on accounting and financial disclosure matters have occurred
for the 24 months prior to, or in months subsequent to, December 31, 1998.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information appearing on pages 2 through 4 of the Notice of Annual Meeting
of Stockholders and Proxy Statement is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information appearing on page 6 of the Notice of Annual Meeting of
Stockholders and Proxy Statement is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information appearing on pages 2 and 3 of the Notice of Annual Meeting of
Stockholders and Proxy Statement is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information appearing on pages 2 through 4 of the Notice of Annual Meeting
of Stockholders and Proxy Statement is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. The Consolidated Financial Statements of the Company and report of
independent auditors are incorporated herein by reference from the 1998
Financial Report to Stockholders as listed below:
Financial
Report
Pages
-----
Consolidated balance sheets as of
December 31, 1998 and 1997 .............................................. 18
Consolidated statements of income for the years ended
December 31, 1998, 1997, and 1996 ....................................... 19
Consolidated statements of stockholders' equity for the years ended
December 31, 1998, 1997, and 1996 ....................................... 20
Consolidated statements of cash flows for the years ended
December 31, 1998, 1997, and 1996 ....................................... 21
Notes to consolidated financial statements .............................. 22-35
Report of Independent Auditors on the Consolidated Financial Statements . 17
9
The following index provides the location of the statistical information
included in the 1998 Financial Report to Stockholders which is incorporated
herein by reference.
Financial
Report Page
------------
Average Balance Sheets, Interest Margin, and Interest Rates ................. 3
Non-accrual, Past Due and Impaired Loans .................................... 4
Potential Problem Loans ..................................................... 5
Asset/Liability Management (liquidity)....................................... 7
Disclosure of the Effect on Interest Income from Impaired Loans ............. 25
Short-term Borrowings ....................................................... 28
Quarterly Results of Operations 1998-1997 (Unaudited)........................ 35
3. Exhibits
2 Merger Agreement dated December 12, 1997 between First National
Bank of Joliet and Bank of Lockport, Southwest Suburban Bank
and Community Bank of Plano (incorporated by reference to Part
IV of Form 10-K for the year ended December 31, 1997, File No.
0-15123).
3.1a Articles of Incorporation of First National Bancorp, Inc.
(incorporated by reference to Appendix III of Registration
Statement Form S-4, File No. 0-15123, dated February 17,
1986).
3.1b Amendment to the Articles of Incorporation dated March 9, 1988
(incorporated by reference to Part IV of Form 10-K for the
year ended December 31, 1987, File No. 0-15123).
3.2 By-laws of First National Bancorp, Inc. (incorporated by
reference to Part IV of Form 10-K for the year ended December
31, 1986, File No. 0-15123).
3.3 By-laws of First National Bank of Joliet as revised on March
12, 1998 (incorporated by reference to Part IV of Form 10-K
for the year ended December 31, 1997, File No. 0-15123).
4 Instruments defining rights of security holders (incorporated
by reference to pages 31 through 33 of Registration Statement
Form S-4, File No. 0-15123, dated February 17, 1986).
4.1 Rights Agreement for Preferred Share Purchase Rights, dated
November 14, 1996 (incorporated by reference to Form 8-A, File
No. 0-15123).
10.1a First National Bank of Joliet Retirement Plan & Trust
(incorporated by reference to Part IV of Form 10-K for the
year ended December 31, 1986, File No. 0-15123).
10.1b First National Bank of Joliet Retirement Plan & Trust as
Amended (incorporated by reference to Part IV of Form 10-K for
the year ended December 31, 1995, File No. 0-15123).
10.2 First National Bancorp, Inc. Employee Profit Sharing and
Retirement Plan.
10.3a First National Bancorp, Inc. 401(k) plan, (incorporated by
reference to Part IV of Form 10-K for the year ended December
31, 1993, File No. 0-15123).
10.3b Amendment of the First National Bancorp, Inc. 401(K) Plan,
(incorporated by reference to Part IV of Form 10-K for the
year ended December 31, 1994, File No. 0-15123).
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10.4 First National Bancorp, Inc. Employees' Cafeteria Plan,
(incorporated by reference to Part IV of Form 10-K for the
year ended December 31, 1995, File No. 0-15123).
10.5 Synopsis of computer service contract dated December 11, 1996
between FISERV Solutions, Inc. (service provider) and First
National Bancorp, Inc. (customer), (incorporated by reference
to Part IV of Form 10-K for the year ended December 31, 1996,
File No. 0-15123)
11 Statement re: computation of per share earnings
13 1998 annual and financial reports to shareholders
21 Subsidiaries of the Registrant
22 Notice of Annual Shareholders Meeting of First National
Bancorp, Inc.
(b) Reports on Form 8-K
There were no events or transactions requiring a Form 8-K to be filed
during the fourth quarter of 1998.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Joliet, State of
Illinois, on this 11th day of March, 1999.
FIRST NATIONAL BANCORP, INC.
(Registrant)
By: Kevin T. Reardon
------------------------------------
Kevin T. Reardon
Chairman of the Board
& Chief Executive Officer
By: Albert G. D'Ottavio
------------------------------------
Albert G. D'Ottavio
President & Director
(Chief Financial Officer)
Principal Accounting Officer
Pursuant to the requirements of the Securities Act of 1934, this report has been
signed below on the 11th day of March, 1999 by the following persons on behalf
of the registrant in the capacities indicated.
Name Title
---- -----
KEVIN T. REARDON Chairman of the Board
- ----------------------------------- and
Chief Executive Officer
ALBERT G. D'OTTAVIO President and Director
- ----------------------------------- (Chief Operating Officer)
(Chief Financial Officer)
MICHAEL C. REARDON Director
- -----------------------------------
SHELDON C. BELL Director
- -----------------------------------
CHARLES R. PEYLA Director
- -----------------------------------
GEORGE H. BUCK Director
- -----------------------------------
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