SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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
June 30, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-20987
GRAND PREMIER FINANCIAL, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 36-4077455
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(State of Incorporation) (I.R.S. Employer Identification No.)
486 WEST LIBERTY STREET, WAUCONDA, ILLINOIS 60084-2489
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (847) 487-1818
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 ____ No __X__*
As of AUGUST 20, 1996, there were 1,000 shares of the registrant's
common stock outstanding.
__________
* The registrant became subject to the periodic reporting
requirements of the Securities Exchange Act of 1934 on July
12, 1996.
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GRAND PREMIER FINANCIAL, INC.
FORM 10-Q QUARTERLY REPORT
June 30, 1996
INDEX
Page Number
INTRODUCTORY NOTE 2
PART I
Item 1. Financial Statements 2
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 2
PART II
Item 1. Legal Proceedings 3
Item 2. Changes in Securities 3
Item 3. Defaults Upon Senior Securities 3
Item 4. Submission of Matters to a Vote of Security Holders 3
Item 5. Other Information 3
Item 6. Exhibits and Reports on Form 8-K 3
Signature Page 4
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INTRODUCTORY NOTE
The registrant is a Delaware corporation formed by
Northern Illinois Financial Corporation, an Illinois corporation
("Northern Illinois") and Premier Financial Services, Inc., a
Delaware corporation ("Premier") for the purpose of effecting a
merger-of-equals between Northern Illinois and Premier. Upon
consummation of the merger of Northern Illinois and Premier with
and into the registrant (the " Merger"), the registrant will be a
registered bank holding company under the Bank Holding Company
Act of 1956, as amended, and will own all of the issued and
outstanding stock of Grand National Bank, a national banking
association, First National Bank of Northbrook, a national
banking association, First Bank North, an Illinois state bank,
First Bank South, an Illinois state bank, and First Security Bank
of Cary Grove, an Illinois state bank. The registrant's direct
or indirect non-banking subsidiaries will include Premier Trust
Services, an Illinois trust company, Premier Insurance Services,
Inc., an Illinois corporation, Premier Operating Services, Inc.,
an Illinois corporation, and American Suburban Mortgage
Corporation, a currently inactive Illinois corporation. The
Merger is subject to the approval of the stockholders of Northern
Illinois and Premier at special meetings of the stockholders to
be held on August 21, 1996 and is currently expected to be
effective on or before August 23, 1996.
There are currently 1,000 shares of the registrant's
common stock, par value $0.01, issued and outstanding, 500 of
which are held by Northern Illinois and 500 of which are held by
Premier. During the fiscal quarter ended June 30, 1996 and as of
the date hereof, the registrant's only assets consist of a DE
MINIMIS amount of capital contributed equally by Northern
Illinois and Premier. Information regarding the registrant is
included in the Registration Statement on Form S-4, File No. 333-
03327, as amended, filed with the Securities Exchange Commission
and effective July 12, 1996, and such Registration Statement
includes pro forma financial information required to be filed in
connection therewith.
PART I
ITEM 1. FINANCIAL STATEMENTS
See Introductory Note.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
See Introductory Note.
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PART II
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. None.
B. None.
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SIGNATURE
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.
GRAND PREMIER FINANCIAL, INC.
(Registrant)
Date: August 20, 1996 By: /S/ DAVID L. MURRAY
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David L. Murray
Vice President and
Chief Financial Officer
