<PAGE>
As filed with the Securities and Exchange Commission on July 30, 1996
Registration No. 33-98088
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
POST-EFFECTIVE AMENDMENT NO. 1
To
FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________
FIRST NORTHERN CAPITAL CORP.
(Exact name of registrant as specified in its charter)
WISCONSIN 6712 39-1830142
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification No.)
incorporation or Classification Code No.)
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)
RICK B. COLBERG
VICE PRESIDENT, TREASURER AND CHIEF FINANCIAL OFFICER
FIRST NORTHERN CAPITAL CORP.
201 NORTH MONROE AVENUE
P.O. BOX 23100
GREEN BAY, WISCONSIN 54305-3100
(414) 437-7101
(Name, address, including Zip Code, and telephone number,
including area code, of agent for service)
COPIES TO:
JAMES D. FRIEDMAN, ESQ. JOHN E. DUNN, ESQ.
QUARLES & BRADY QUARLES & BRADY
411 EAST WISCONSIN AVENUE 411 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202-4497 MILWAUKEE, WISCONSIN 53202-4497
(414) 277-5000 (414) 277-5000
<PAGE>
DEREGISTRATION OF SHARES
First Northern Capital Corp. ("FNCC") hereby amends its Registration
Statement on Form S-4 (Registration No. 33-98088) to remove from registration
thereunder 244,813 shares of its common stock, $1.00 par value per share
(the "FNCC Common Stock"), which remained unissued after consummation of the
reorganization of First Northern Savings Bank, S.A. ("First Northern") into
the holding company form of ownership, effective at 5:00 p.m., Central Time,
on December 20, 1995.
The Registration Statement on Form S-4 filed with the Securities and
Exchange Commission ("SEC") on October 13, 1995, as amended by Pre-Effective
Amendment No. 1 thereto filed with the SEC on October 31, 1995, registered
4,800,000 shares of FNCC Common Stock for possible issuance in exchange for
common stock, $1.00 par value per share, of First Northern ("First Northern
Common Stock") in connection with the reorganization of First Northern into the
holding company form of ownership pursuant to an Agreement and Plan of
Reorganization, dated as of August 16, 1995 (the "Reorganization Agreement"),
by and among First Northern, FNCC and FNGB Interim Savings Bank, FSB
("Interim"). The Reorganization Agreement provided that, among other things:
(i) First Northern would become a wholly-owned subsidiary of FNCC by means of a
merger of Interim with and into First Northern, and (ii) each outstanding share
of First Northern Common Stock would be converted into one share of FNCC
Common Stock. As a result of the reorganization, those persons who owned First
Northern Common Stock immediately prior to consummation of the reorganization
became holders of all of the outstanding FNCC Common Stock immediately after
the reorganization having the same proportionate interests in FNCC as they did
in First Northern. A total of 4,555,187 shares of FNCC Common Stock were
issued to First Northern stockholders in connection with the reorganization.
Consequently, 244,813 shares of FNCC Common Stock originally registered on the
Registration Statement on Form S-4 were not issued in the reorganization and
are being deregistered.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
including Rule 478 promulgated thereunder, the registrant has duly caused this
Post-Effective Amendment No. 1 to Form S-4 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Green Bay, State of Wisconsin, on the 30th day of July, 1996.
FIRST NORTHERN CAPITAL CORP.
By: /s/ RICK B. COLBERG
-------------------------------------
Rick B. Colberg
Vice President, Treasurer and
Chief Financial Officer
(Agent for Service named in the Form S-4)
