SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
- OR -
TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-20987
Grand Premier Financial Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-4077455
State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
486 W. Liberty St., Wauconda, IL 60084-2489
(Address of Principal Executive Office) (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 X
or No
The number of shares of the registrant's Common Stock outstanding on
October 31, 1997 was 20,002,563 shares.
GRAND PREMIER FINANCIAL INCORPORATED
FORM 10-Q - QUARTERLY REPORT
FOR QUARTER ENDED SEPTEMBER 30, 1997
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Consolidated Balance Sheets
September 30, 1997 (unaudited) and December 31, 1996. 2 - 3
Consolidated Statements of Income (unaudited)
Nine Months Ended September 30, 1997 and 1996 4 - 5
Three Months Ended September 30, 1997 and 1996 6 - 7
Consolidated Statements of Cash Flow (unaudited)
Nine Months Ended September 30, 1997 and 1996 8
Notes to Unaudited Consolidated Financial Statements 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 10 - 13
PART II. OTHER INFORMATION
Item 6. A. Exhibits 14 - 16
B. Reports on Form 8-K 16
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
(000's omitted
except share data)
September 30, December 31,
1997 1996
(Unaudited) (Audited)
Cash and non-interest bearing deposits $ 55,811 $ 49,441
Interest bearing deposits 298 3,114
Federal funds sold - 13,400
Cash and cash equivalents 56,109 65,955
Securities available for sale at fair value 479,863 535,687
Securities purchased under resale agreements 10,417 4,405
Loans 1,039,156 966,324
Less: Unearned discount (1,027) (842)
Allowance for possible loan losses (10,540) (10,116)
Net loans 1,027,589 955,366
Bank premises and equipment 34,530 33,321
Excess cost over fair value of net
net assets acquired 17,286 18,489
Accrued interest receivable 14,746 12,264
Other assets 24,249 22,598
Total assets $1,664,789 $1,648,085
The accompanying notes are an integral
part of these financial statements.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
(000's omitted
except share data)
September 30, December 31,
1997 1996
(Unaudited) (Audited)
Liabilities
Non-interest bearing deposits $ 184,056 $ 211,015
Interest bearing deposits 1,169,706 1,206,379
Total deposits 1,353,762 1,417,394
Short-term borrowings 82,323 23,486
Long-term borrowings 30,000 30,000
Other liabilities 22,081 19,116
Total liabilities 1,488,166 1,489,996
Stockholders' equity
Preferred stock - $1 par value, 2,000,000
shares authorized:
Series B convertible, $1,000 stated value,
8.00%, 7,250 shares authorized, issued
and outstanding 7,250 7,250
Series C perpetual, $1,000 stated value,
8.00%, 2,000 shares authorized, issued
and outstanding 2,000 2,000
Common stock - $.01 par value
No of Shares 9/30/97 12/31/96
Authorized 30,000,000 30,000,000
Issued 20,002,563 19,983,679
Outstanding 20,002,563 19,983,679 200 200
Surplus 49,735 49,670
Retained earnings 98,454 89,154
Unrealized gain on securities available
for sale, net of tax 18,984 9,815
Stockholders' equity 176,623 158,089
Total liabilities &
stockholders' equity $1,664,789 $1,648,085
The accompanying notes are an integral
part of these financial statements.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(000's omitted
except per share data)
NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
1997 1996
Interest income
Interest and fees on loans $67,019 $59,159
Interest and dividends on investment securities
Taxable 17,061 20,217
Exempt from federal income tax 5,731 5,409
Other interest income 637 511
Total interest income 90,448 85,296
Interest expense
Interest on deposits 39,322 38,662
Interest on short-term borrowings 2,059 2,943
Interest on long-term debt 1,435 427
Total interest expense 42,816 42,032
Net interest income 47,632 43,264
Provision for loan losses 2,285 2,425
Net interest income after provision
for loan losses 45,347 40,839
Other income
Service charges on deposits 4,282 4,293
Trust department income 2,529 2,459
Investment securities gains, net 3,496 783
Other fees and operating income 3,292 3,973
Total other income 13,599 11,508
Other expenses
Salaries 15,592 16,225
Pension, profit sharing and other
employee benefits 3,330 3,257
Net occupancy of bank premises 3,519 3,303
Furniture and equipment 2,702 2,266
Amortization of excess cost over fair
value of net assets acquired 1,203 1,203
Write-down of real estate held for development - 2,300
Other 10,572 12,965
Total other expenses 36,918 41,519
The accompanying notes are an integral
part of these financial statements.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Continued)
(000's omitted
except per share data)
NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
1997 1996
Income before income taxes $22,028 $10,828
Applicable income taxes 7,370 2,852
Net income $14,658 $ 7,976
Weighted average common and common
equivalent shares outstanding 20,214,559 20,123,435
Earnings per common share $ .70 $ .36
The accompanying notes are an integral
part of these financial statements.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(000's omitted
except per share data)
THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
1997 1996
Interest income
Interest and fees on loans $23,453 $20,348
Interest and dividends on investment securities
Taxable 5,172 6,686
Exempt from federal income tax 1,931 1,766
Other interest income 160 194
Total interest income 30,716 28,994
Interest expense
Interest on deposits 13,070 13,346
Interest on short-term borrowings 945 887
Interest on long-term debt 483 145
Total interest expense 14,498 14,378
Net interest income 16,218 14,616
Provision for loan losses 925 1,505
Net interest income after provision
for loan losses 15,293 13,111
Other income
Service charges on deposits 1,464 1,364
Trust department income 824 812
Investment securities gains, net 672 274
Other fees and operating income 1,244 1,428
Total other income 4,204 3,878
Other expenses
Salaries 5,246 5,551
Pension, profit sharing and other
employee benefits 982 679
Net occupancy of bank premises 1,157 1,101
Furniture and equipment 967 753
Amortization of excess cost over fair
value of net assets acquired 401 407
Write-down of real estate held for development - 2,300
Other 3,474 5,571
Total other expenses 12,227 16,362
The accompanying notes are an integral
part of these financial statements.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Continued)
(000's omitted
except per share data)
THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
1997 1996
Income before income taxes $ 7,270 $ 627
Applicable income taxes 2,503 35
Net income $ 4,767 $ 592
Weighted average common and common
equivalent shares outstanding 20,215,389 20,151,337
Earnings per common share $ .23 $ .02
The accompanying notes are an integral
part of these financial statements.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(000's omitted)
NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
1997 1996
Cash flows from operating activities:
Net earnings $14,658 $ 7,976
Adjustments to reconcile net earnings to
net cash from operating activities:
Amortization net, related to:
Investment securities 710 1,011
Excess of cost over net assets acquired 1,203 1,203
Other 702 (647)
Depreciation 2,611 2,297
Provision for possible loan losses 2,285 2,425
Write-down of real estate held for development - 2,300
Gain on sale related to:
Investment securities (3,496) (783)
Loans sold to secondary market (166) (128)
Change in:
Other assets (10,066) (5,163)
Other liabilities 2,964 4,427
Net cash from operating activities 11,405 14,918
Cash flows from investing activities:
Purchase of securities available for sale (94,354) (258,405)
Proceeds from:
Maturities of securities available for sale 77,776 192,289
Sales of securities available for sale 90,290 102,180
Net increase in loans (74,803) (83,116)
Purchase of bank premises and equipment (4,061) (2,838)
Net increase in securities under resale agreements (6,012) (9,017)
Net cash from investing activities (11,164) (58,907)
Cash flows from financing activities
Net increase (decrease) in deposits (63,632) 37,385
Net increase (decrease) in short term borrowings 58,837 (6,006)
Net increase (decrease) in long term borrowings - 3,412
Exercised stock options 65 191
Redemption of preferred stock - (5,000)
Dividends paid (5,357) (4,538)
Net cash from financing activities (10,087) 25,444
Net increase (decrease) in cash and cash equivalents (9,846) (18,545)
Cash and cash equivalents at beginning of year 65,955 77,303
Cash and cash equivalents at end of period $56,109 $ 58,758
The accompanying notes are an integral
part of these financial statements.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. The accompanying consolidated financial statements include the
financial information of Grand Premier and its subsidiaries,
all of which are wholly owned. Significant intercompany
balances and transactions have been eliminated. The
consolidated financial statements as of September 30, 1997 and
1996 have not been audited by independent public accountants.
In the opinion of management, the interim financial statements
reflect all adjustments (consisting only of adjustments of a
normal recurring nature) necessary for a fair presentation of
Grand Premier's financial position, results of operations and
cash flows for the interim periods presented. The results for
such interim periods are not necessarily indicative of the
results for the full year.
2. Earnings per share for the nine and three months ended
September 30, 1997 and 1996 were computed by dividing net
income (less preferred stock dividends) by the total of the
average number of common shares and stock options outstanding
during such periods. The aggregate amount of preferred stock
dividends paid for the nine months ended September 30, 1997
and 1996 were $555,000 and $754,000 respectively. The
aggregate amount of preferred stock dividends paid for the
three months ended September 30, 1997 and 1996 were $185,000
and $201,000, respectively.
3. The Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 128, Earnings Per Share,
effective for financial statement periods ending after
December 15, 1997. The new standard requires disclosure of
basic earnings per share and diluted earnings per share.
Unlike primary earnings per share currently reported by the
Company, basic earnings per share will exclude the dilutive
effects of common stock equivalents in computing the weighted
average number of shares outstanding during the reporting
period. Currently, the Company's only common stock equivalents
are stock options issued to key employees. Under the new
standard, the Company will also begin reporting diluted
earnings per share. Fully diluted earnings per share under
current requirements are not reported by the Company because
of the immaterial difference from primary earnings per share.
4. The merger of Northern Illinois Financial Corporation
("Northern Illinois") and Premier Financial Services, Inc.
("Premier") with and into the Company was consummated on
August 22, 1996 and was accounted for as a pooling of
interests. Each outstanding share of Northern Illinois and
Premier common stock was converted into 4.25 shares and 1.116
shares of the Company common stock, respectively. Total shares
issued of the Company's common stock was 19,940,181. Each of
the 7,250 shares of Premier Series B Preferred Stock was
converted into one share of Grand Premier Series B Preferred
Stock, and each of the 2,000 shares of Premier Series D
Preferred Stock was converted into one share of Grand Premier
Series C Preferred Stock.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Net earnings for the three month period ended September 30, 1997
totaled $4.8 million, or $.23 per share versus $592,000, or $.02
per share for the same period in 1996. Year-to-date earnings for
the nine months ended September 30, 1997 were $14.7 million or
$.70 per share, as compared to $8.0 million, or $.36 per share,
in 1996. Net after tax securities gains contributed $2.0 million
($.10 per share) during the first nine months of 1997 versus
$454,000 ($.02 per share) in 1996. In 1996, nonrecurring
organizational expenses and a write-down of real estate held for
development reduced net earnings by approximately $3.0 million or
$.15 per share in the third quarter and $4.3 million, or $.21 per
share through September 30. Return on average assets and equity
was 1.19% and 11.81%, respectively for the nine months ended
September 30, 1997 as compared to .66% and 6.83% for the same
period in 1996.
Tax equivalent net interest income increased $4.9 million (10.5%)
to $51.1 million for the nine month period ended September 30,
1997 as compared to $46.2 million in 1996. The increase is a
result of increased earning assets and asset mix. Average
earning assets were $1.52 billion as of September 30, 1997 versus
$1.48 billion in 1996. Average loans for the first nine months
of 1997 were $1.0 billion, up 12.0% or $107.4 million from $895.4
million reported for the same period in 1996. Year-to-date
average loans as a percentage of average earning assets increased
to 65.9% at September 30, 1997 from 60.4% one year earlier.
Grand Premier's net interest margin was 4.50% at the end of the
current quarter, reflecting a 32 basis point improvement over the
same period in 1996. An analysis of the net interest margin
components for the first nine months of 1997 as compared to the
same period in 1996 reflects yield on earning assets increasing
29 basis points, from 7.97% to 8.26% and cost of funds decreasing
three basis points, from 3.79% to 3.76%. GPFI's net interest
margin for the three month period ended September 30, 1997 was
4.55%, an increase of 44 basis points as compared to 4.11% for
the three month period ended September 30, 1996.
GPFI recorded a provision for loan losses of $925,000 in the
third quarter of 1997. The provision was largely in response to
an increase in accruing loans past due 90 days or more, as well
as continued growth in the indirect segment of the loan
portfolio. GPFI had provided $950,000 in the second quarter of
1997, primarily in response to the dynamic growth in indirect
loans that were originated for the purchase of automobiles,
recreation vehicles and other consumer goods during the first six
months of 1997. The year-to-date provision for loan losses
totaled $2.3 million at September 30, 1997 down slightly from
$2.4 million recorded one year earlier.
Net charge-offs for the first nine months of 1997 totaled $1.8
million, an increase of approximately $200,000 over net charge-
offs totaling $1.6 million recorded in the comparable 1996
period. GPFI's allowance for possible loan losses totaled $10.5
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
million or 1.01% of outstanding loans and $10.1 million or 1.05%
of outstanding loans at September 30, 1997 and December 31, 1996,
respectively.
Management evaluates the risk characteristics of the loan
portfolio and strives to maintain the reserve at a level
sufficient to absorb both potential losses on identified
nonperforming assets as well as general losses at historical and
projected levels. Nonperforming loans (non-accruing loans,
accruing loans past due 90 days or more and renegotiated loans)
at September 30, 1997 June 30, 1997 and December 31, 1996 were as
follows (in thousands):
September 30, June 30, December 31,
1997 1997 1996
Non-accruing loans $ 4,391 $ 4,714 $ 4,718
Accruing loans past
due 90 days or more 7,621 2,532 1,946
Renegotiated loans 446 446 510
Total $12,458 $ 7,692 $ 7,174
Other income (excluding net gains from sales of investment
securities) decreased $622,000 in the first nine months of 1997
as compared to the same period in 1996. Year-to-date gains from
sale of other real estate owned totaled $61,000 at September 30,
1997, a $512,000 decrease from $573,000 recorded one year
earlier. Increased revenues from mortgage origination and loan
servicing in 1997, partially offset the realized revenues in 1996
from writing covered call options.
In August 1997, GPFI sold the property & casualty product lines
of its insurance business (which had operated at a small year-to-
date loss) and realized a gain from the sale of approximately
$135,000. The sale should benefit operating results in future
years as GPFI focuses on improving efficiency and return on
investment. GPFI will continue to offer life and health
insurance products as well as credit life and annuities.
GPFI realized $672,000 ($.02 per share) in net gains from sale
of investment securities during the third quarter of 1997, versus
$274,000 ($.01 per share) during the same quarter in 1995. Year-
to-date net gains from sale of investment securities total $3.5
million ($.10 per share) in 1997 an increase of approximately
$2.7 million from $783,000 ($.02 per share) recorded in the
similar period in 1996.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
Total other expenses through September 30, 1997 decreased $4.6
million, or 12.5% as compared to the first nine months of 1996.
Salary and benefit expenses, totaled $18.9 million for the first
nine months of 1997, a decrease of $560,000 as compared to $19.5
million recorded for the same period in 1996. The decrease is
primarily a result of a reduction in full-time equivalent
employees.
Year-to-date occupancy, furniture and equipment expense
increased $652,000 or 11.7% from one year ago. The majority of
this increase is due to upgrading and standardizing computer
hardware/software, telephone systems, data communication lines
and signage throughout the Company.
Other expenses decreased by $2.1 million, to $3.5 million, for
the nine months ended September 30, 1997 compared to $5.6 million
for the same period in 1996. GPFI expended the following
nonrecurring items during the first nine months of 1996; 1) $1.3
million for contract and lease terminations, as well as severance
benefits related to the Company's reorganization, 2) investment
banking, professional expenses and other organizational start up
costs totaling $1.1 million, and 3) a $2.3 million write-down of
real estate held for development. Excluding those nonrecurring
expenses, other expenses would have increased by approximately
$350,000 from 1996 to 1997. The increase is primarily associated
with GPFI closing it's Homewood, Illinois branch in the third
quarter of 1997, which decreased net earnings by $200,000 or $.01
per share.
Income taxes through September 30, 1997 were $7.4 million
compared to $2.9 million in 1996. The increased tax provision is
due to a combination of an increase in taxable earnings and a
higher effective tax rate as the result of fully utilizing net
operating loss carry forwards for Illinois state income taxes
during 1996. The Company's effective tax rate for the nine
months ended September 30, 1997 was 33.5% versus 26.3% for the
same period in 1996.
Total assets at September 30, 1997, were $1.66 billion, an
increase of $22.3 million over year end 1996.
Asset expansion during the first nine months of 1997 was
dominated by loans outstanding. Loans net of unearned income
increased $72.6 million (7.5%) from year end 1996, primarily in
the installment loan sector. As of September 30, 1997, the
Company's loan portfolio included $93.1 million in indirect loans
that were originated for the purchase of automobiles, recreation
vehicles and other consumer goods, an increase of approximately
$60.0 million from year end 1996.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(continued)
Securities available for sale decreased $55.8 million ($69.2
million excluding effects of Statement of Financial Accounting
Standard No. 115) to $479.9 million. This decline occurred as
proceeds from sales and maturities were used to fund loans
instead of being reinvested in the portfolio.
Total deposits decreased $63.6 million (4.5%) from December 31,
1996, of which $27.0 million was attributable to a decline in
noninterest bearing deposits. The decline in deposits was
partially offset by an increase totaling $58.8 million in short-
term borrowings consisting of Federal Home Loan Bank advances and
federal funds purchased from banks.
Stockholders' equity increased by $18.5 million, to $176.6
million at September 30, 1997 from $158.1 million at year end
1996. The increase is due to retained net earnings of $9.3
million and an increase in after tax unrealized gain (loss) on
securities available for sale of $9.2 million since year end. At
September 30, 1997, GPFI's total risk based capital and leverage
capital ratios were 12.77% and 8.47%, respectively.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(A) Exhibits as follows
The following exhibits are filed with, or incorporated by
reference in, this report. Each management contract or
compensatory plan or arrangement required to be filed as an
exhibit to this report has been marked with an asterisk.
2.1 Agreement and Plan of Merger, dated January 22, 1996,
among Northern Illinois Financial Corporation,
Premier Financial Services, Inc and the Company
(incorporated by reference to Exhibit 2.1 to the
Company's Registration Statement on Form S-4, as
amended, File No. 333-03327), as amended by the First
Amendment thereto, dated March 18, 1996 (incorporated
by reference to Exhibit 2.2 to the Company's
Registration Statement on Form S-4, as amended, File
No. 333-03327), and the Second Amendment thereto,
incorporated by reference to Exhibit 2.3 to the
Company's Current Report on Form 8-K, dated August
22, 1996, Commission File No. 0-20987).
3.1 Amended and Restated Certificate of Incorporation of
the Company (incorporated by reference to Appendix F
to the final proxy-statement prospectus included in
the Company's Registration Statement on Form S-4, as
amended, File No. 333-03327).
3.2 By-laws of the Company (incorporated by reference to
Exhibit 3.4 to the Company's Registration Statement
on Form S-4, as amended, File No. 333-03327).
4 Rights Agreement, dated as of July 8, 1996, between
Grand Premier Financial, Inc. and Premier Trust
Services, Inc. (incorporated by reference to the
Company's Registration Statement on Form S-4, as
amended, File No. 333-03327).
10.1* Form of Change in Control Agreement, dated October
(2)/(8), 1996, entered into between the Company and
each of Richard L Geach, David L. Murray, Kenneth A.
Urban, Steven E. Flahaven and Scott Dixon
(incorporated by reference to the Company's Form 10-Q
dated September 30, 1996, File No. 0-20987).
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
10.2* Form of Change in Control Agreement, dated October
(2)/(8), 1996, entered into between the Company and
each of Robert Hinman, Alan Emerick, Jack Emerick,
Joseph Esposito, William Theobald, Reid French, Larry
O'Hara and Ralph Zicco (incorporated by reference to
the Company's Form 10-Q dated September 30, 1996,
File No. 0-20987).
10.3* Grand Premier Financial, Inc. 1996 Non-Qualified
Stock Option Plan (incorporated by reference to
Exhibit 4.1 to the Company's Registration Statement
on Form S-8, File No. 333-11663).
10.4* Premier Financial Services, Inc. 1996 Non-Qualified
Stock Option Plan (incorporated by reference to
Exhibit 4.2 to Post-Effective Amendment No. 1 on Form
S-8 to the Company's Registration Statement on Form
S-4, File No. 333-03327).
10.5* Premier Financial Services, Inc. 1988 Non-Qualified
Stock Option Plan (incorporated by reference to
Exhibit 4.3 to Post-Effective Amendment No. 1 on Form
S-8 to the Company's Registration Statement on For S-
4, File No. 333-03327).
10.6* Premier Financial Services, Inc. Senior Leadership
and Directors Deferred Compensation Plan, as amended
(incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-8, File
No. 333-11645).
10.7* Consulting Agreement, dated February, 17, 1995,
between Howard A. McKee and Grand National Bank
(incorporated by reference to Exhibit 10.1 to the
Company's Registration Statement on Form S-4, as
amended, File No. 333-03327).
10.8* Grand Premier Financial, Inc. Deferred Compensation
Plan (incorporated by reference to Exhibit 10.8 of
the Company's 1996 Form 10-K, File No. 0-20987).
10.9* Grand Premier Financial, Inc. Savings and Stock Plan
and Trust (incorporated by reference to Exhibit 10.9
of the Company's 1996 Form 10-K, File No. 0-20987).
10.10* Employment and Consulting Agreement, dated May 1,
1997, between Grand Premier Financial, Inc., and
Howard A. McKee (incorporated by reference to Exhibit
10.10 of the Company's Form 10-Q dated June 30, 1997,
File No. 0-20987).
11. Statement re computation of per share earnings (See
Note 2 to the Consolidated Financial Statements for
the nine months ended September 30, 1997).
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
27. Financial Data Schedule, for the nine months ended
September 30, 1997
(B) Reports on Form 8-K
No Form 8-K was required to be filed during the quarter
ended September 30, 1997 as there were no events or
transactions to be reported.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements 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.
GRAND PREMIER FINANCIAL, INC
(Registrant)
November 7, 1997 /s/ David L. Murray
Date David L. Murray, Executive Vice President
and Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 55,811,000
<INT-BEARING-DEPOSITS> 298,000
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 479,863,000
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 1,038,129,000
<ALLOWANCE> 10,540,000
<TOTAL-ASSETS> 1,664,789,000
<DEPOSITS> 1,353,762,000
<SHORT-TERM> 82,323,000
<LIABILITIES-OTHER> 22,081,000
<LONG-TERM> 30,000,000
0
9,250,000
<COMMON> 200,000
<OTHER-SE> 167,173,000
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<INTEREST-LOAN> 67,019,000
<INTEREST-INVEST> 22,792,000
<INTEREST-OTHER> 637,000
<INTEREST-TOTAL> 90,448,000
<INTEREST-DEPOSIT> 39,322,000
<INTEREST-EXPENSE> 42,816,000
<INTEREST-INCOME-NET> 47,632,000
<LOAN-LOSSES> 2,285,000
<SECURITIES-GAINS> 3,496,000
<EXPENSE-OTHER> 36,918,000
<INCOME-PRETAX> 22,028,000
<INCOME-PRE-EXTRAORDINARY> 22,028,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14,658,000
<EPS-PRIMARY> .70
<EPS-DILUTED> .70
<YIELD-ACTUAL> 4.19
<LOANS-NON> 4,391,000
<LOANS-PAST> 7,621,000
<LOANS-TROUBLED> 446,000
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 10,116,000
<CHARGE-OFFS> 2,548,000
<RECOVERIES> 687,000
<ALLOWANCE-CLOSE> 10,540,000
<ALLOWANCE-DOMESTIC> 10,540,000
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
