FIRST NORTHERN CAPITAL CORP
10-Q/A, 1996-08-13
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON,  D.C.   20549              
          ----------------------------------------------------------------
                               F O R M   1 0 - Q/A 

                                 AMENDMENT NO. 1
                                       TO
               /X/  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                        OF THE SECURITIES EXCHANGE ACT OF 1934
                                
                         FOR THE QUARTER ENDED JUNE 30, 1996
                                        OR

               / /  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
                        OF THE SECURITIES EXCHANGE ACT OF 1934
        
                           COMMISSION FILE NUMBER: 0-27982

                             FIRST NORTHERN CAPITAL CORP.  
               (Exact name of registrant as specified in its charter)

         WISCONSIN                                      39-1830142             
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)        


                               201 North Monroe Avenue
                                    P.O. Box 23100
                          Green Bay, Wisconsin   54305-3100   
                                    (414) 437-7101
                  (Address, including Zip Code, and telephone number,
           including area code, of registrant's principal executive offices)

                                

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. 
                                 
                  (1)     YES    X                  NO        
                              -------                  -------
                  (2)     YES    X                  NO        
                              -------                  -------
THE NUMBER OF SHARES OUTSTANDING OF THE ISSUER'S COMMON STOCK, $1.00 PAR 
VALUE PER SHARE WAS 4,381,725 AT JULY 26, 1996.

<PAGE>
                                                                  Form 10-Q/A   



                           FIRST NORTHERN CAPITAL CORP.
                          
                                  AMENDMENT NO. 1
                                        TO
                           QUARTERLY REPORT ON FORM 10-Q
                          FOR QUARTER ENDED JUNE 30, 1996


The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Quarterly Report on Form 10-Q
for the quarter ended June 30, 1996, as set forth in the pages attached
hereto:

                            PART II - OTHER INFORMATION

ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K.

Item 6(a) on page 22 in Part II and the Exhibit Index to First Northern Capital
Corp.'s Quarterly Report on Form 10-Q for the quarter ended June 30, 1996 are
hereby amended to reflect the filing of Exhibit No. 27.1 herewith.

<PAGE>


                            PART II - OTHER INFORMATION

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         At First Northern's Annual Meeting of Stockholders held on April 24, 
         1996, all of the Board of Directors' nominees named in the tabulation
         of votes below were elected as directors, by the votes cast for and 
         withheld with respect to each nominee indicated, to serve for a three
         year term for the class of directors whose terms expire in 1999. 
         There was no solicitation in opposition to the nominees proposed in
         the Proxy Statement and there were no abstentions or broker non-votes
         with respect to the election of directors.

                 NAME OF NOMINEE                        FOR          WITHHELD
          Directors with terms expiring in 1999
              Howard M. Frankenthal                  3,762,605        98,259
              Robert J. Mettner                      3,761,419        99,445
              Richard C. Smits                       3,761,953        98,911

         Messrs. Thomas J. Lopina, Sr., Ralph N. Marten (see Item 5 below) and
         Richard D. Pahlow terms as directors continue until 1997.  Messrs
         K. David Feldhausen, Michael D. Meeuwsen and J. Gus Swoboda terms as
         directors continue until 1998.


ITEM 5.  OTHER INFORMATION
         Mr. Ralph N. Marten, Executive Vice President and Director of First
         Northern Savings Bank and Director of First Northern Capital Corp.
         retired from both entities effective June 30, 1996.  As a result of
         Mr. Marten's retirement, such entities reduced the size of their
         respective Boards of Directors from nine (9) to eight (8) members.   


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

         (A)  EXHIBITS:
              See Exhibit Index following the signature page of this report, 
              which is incorporated herein by reference.

         (B)  REPORTS ON FORM 8-K:
              No Form 8-K was filed during the quarter for which this report
              is filed.         


<PAGE>



                                  SIGNATURE
 


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by
the undersigned thereunto duly authorized.

                                      

                                       FIRST NORTHERN CAPITAL CORP.    
                                  -----------------------------------  
                                              (Registrant)





Date: August 13, 1996                    /S/ RICK B. COLBERG              
                                  -----------------------------------
                                  Rick B. Colberg
                                  Vice President and Chief Financial Officer
                                  (Mr. Colberg is also duly authorized to sign
                                   on behalf of registrant)


<PAGE>

                          FIRST NORTHERN CAPITAL CORP.

                         (Commission File No. 0-27982)

                                   * * * * *
                                  EXHIBIT INDEX

                                       TO

                     SECOND QUARTER 1996 REPORT ON FORM 10-Q
                         (As amended by Amendment No. 1)

EXHIBIT                                                               FILED 
NUMBER             DESCRIPTION                                       HEREWITH
- - ------------------------------------------------------------------------------
 11.1    Statement regarding computation of per share earnings         X(1)

 27.1    Financial Data Schedule                                       X(2)



- - ------------------------------------
(1)   Filed with original report.
(2)   Filed with Amendment No. 1.

<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED FINANCIAL STATEMENTS OF FIRST NORTHERN CAPITAL CORP. FOR THE SIX
MONTHS ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                           7,107
<INT-BEARING-DEPOSITS>                             231
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                      6,947
<INVESTMENTS-CARRYING>                          26,729
<INVESTMENTS-MARKET>                            26,412
<LOANS>                                        517,965<F1>
<ALLOWANCE>                                      2,698
<TOTAL-ASSETS>                                 580,128
<DEPOSITS>                                     455,387
<SHORT-TERM>                                     9,130
<LIABILITIES-OTHER>                              3,404
<LONG-TERM>                                     34,500
                                0
                                          0
<COMMON>                                         4,572
<OTHER-SE>                                      66,182
<TOTAL-LIABILITIES-AND-EQUITY>                 580,128
<INTEREST-LOAN>                                 19,082
<INTEREST-INVEST>                                1,124
<INTEREST-OTHER>                                     0
<INTEREST-TOTAL>                                20,206
<INTEREST-DEPOSIT>                              10,137
<INTEREST-EXPENSE>                              11,207
<INTEREST-INCOME-NET>                            8,999
<LOAN-LOSSES>                                      120
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                  6,607
<INCOME-PRETAX>                                  3,535
<INCOME-PRE-EXTRAORDINARY>                       3,535
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     2,270
<EPS-PRIMARY>                                      .49
<EPS-DILUTED>                                      .49
<YIELD-ACTUAL>                                    3.29
<LOANS-NON>                                        854
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                  2,608
<ALLOWANCE-OPEN>                                   120
<CHARGE-OFFS>                                       39
<RECOVERIES>                                        11
<ALLOWANCE-CLOSE>                                2,698
<ALLOWANCE-DOMESTIC>                             2,698
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
<FN>
<F1>See financial statements and notes thereto in Form 10-Q.
</FN>
        

</TABLE>


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