SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
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 West Liberty, Wauconda, IL 60084
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (847) 487-1818
Securities registered pursuant to Section 12(g) of the Act:
Common Stock ($.01 par value)
Title of Class
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 twelve 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 No
Indicate by a 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 the definitive proxy or information
statements incorporated by reference in Part III of this form 10-K or any
amendment to form 10-K.
The number of shares of the registrant's Common Stock outstanding on
February 27, 1998 was 20,006,962 shares. The aggregate market value of the
registrant's Common Stock held by nonaffiliates of the registrant as of
February 27, 1998, based upon the average sales price at this date was
$188,001,337.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 1997 Annual Report to Shareholders are incorporated by
reference into Part II of the Form 10-K. Portions of the Proxy Statement for
Registrant's 1998 Annual Meeting of Shareholders to be held May 27, 1998 have
been incorporated by reference into Part III of the Form 10-K.
No. of Pages Sequentially Numbered: 29
Exhibit Index is on Page 28
PART I
Item 1. Business
Grand Premier Financial, Inc. (the "Company") is a registered bank
holding company organized in 1996 under Delaware law. The operations of
the Company and its subsidiaries consist primarily of those financial
activities, including trust and investment services, common to the
commercial banking industry. Unless the context otherwise requires, the
term "Company" as used herein includes the Company and its subsidiaries on
a consolidated basis.
The primary function of the Company is to coordinate the policies and
operations of its subsidiaries in order to improve and expand their
services and effect economies in their operations by joint efforts in
certain areas such as auditing, training, marketing, and business
development. The Company also provides operational and data processing
services for its subsidiaries. All services and counsel to subsidiaries
are provided on a fee basis, with fees based upon fair market value.
During first half of 1997, the Company's banking subsidiaries
consisting of First Bank North, First Bank South, First National Bank of
Northbrook, First Security Bank of Cary Grove and Grand National Bank were
combined into the single charter of Grand National Bank ("GNB"). Although
chartered as a commercial bank, the offices of GNB serve as general sales
offices providing a full array of financial services and products to
individuals, businesses, local governmental units and institutional
customers throughout northern Illinois. Banking services include those
generally associated with the commercial banking industry such as demand,
savings and time deposits, loans to commercial, agricultural and individual
customers, cash management, electronic funds transfers and other services
tailored for the client. The Company has banking offices located in Cary,
Crete, Crystal Lake, DeKalb, Dixon, Freeport, Gurnee, Island Lake, Mokena,
Mt. Carroll, Mundelein, Niles, Northbrook, Polo, Riverwoods, Rockford,
South Chicago Heights, Sterling, Stockton, Tinley Park, Warren, Wauconda,
Waukegan and Woodstock, Illinois.
Grand Premier Trust and Investment, Inc., ("Trust") a wholly owned
subsidiary of GNB, provides a full line of fiduciary and investment
services throughout the Company's general market area.
Grand Premier Insurance Services, Inc., a direct subsidiary of the
Company, is a full line casualty and life insurance agency. Grand Premier
Operating Systems, Inc., ("GPOS"), is also a direct subsidiary of the
Company. GPOS provides data processing and operational services to the
Company and its subsidiaries.
American Suburban Mortgage Corporation, ("ASMC") a direct subsidiary
of the Company was established to engage in secondary mortgage operations.
ASMC is currently inactive, with secondary mortgage operations performed by
the banking subsidiary.
Competition
Active competition exists in all principal areas where the Company
and its subsidiaries are engaged, not only with commercial banking
organizations, but also with savings and loan associations, finance
companies, mortgage companies, credit unions, brokerage houses and other
providers of financial services. The Company has seen the level of
competition and number of competitors in its markets increase in recent
years and expects a continuation of these aggressively competitive market
conditions.
To gain a competitive market advantage, the Company relies on a
strategic marketing plan that is employed throughout the Company, reaching
every level of its sales force. The marketing plan includes the
identification of target markets and customers so that the Company's
resources, both financial and manpower, can be utilized where the greatest
opportunities for gaining market share exist. The differentiation between
the Company's approach to providing products and services to its customers
and that of the competition is in the individualized attention that the
Company devotes to the needs of its customers. This focus on fulfilling
customer's financial needs generally results in long-term customer
relationships.
Banking deposits are well balanced, with a large customer base and no
dominant accounts in any category. The Company's loan portfolio is also
characterized by a large customer base, balanced between loans to
individuals, commercial and agricultural customers, with no dominant
relationships. There is no readily available source of information which
delineates the market for financial services, including services offered by
non-bank competitors, in the company's market area.
Supervision and Regulation
Bank holding companies, banks and financial institutions generally
are highly regulated, with numerous federal and state laws and regulations
governing their activities. The Company is a registered bank holding
company under and subject to the provisions of the Bank Holding Company Act
("BHCA".) As such, the Company is required to file with the Federal
Reserve Board periodic reports and such additional information as the
Federal Reserve Board may require. It also is subject to the supervision
of, and examination by, the Federal Reserve Board. The Company is also
subject to regulation under the Illinois Bank Holding Company Act of 1957,
as amended (the "Illinois BHCA").
Grand National Bank is a national bank chartered under the laws of
the United States and is subject to the supervision of, and examination by,
the Office of the Comptroller of the Currency ("OCC"), its primary
regulator. The OCC regularly examines such areas as reserves, loans,
investments, management practices and other aspects of Grand National
Bank's operations. Grand National Bank must also furnish to the OCC
quarterly reports containing full and accurate statements of their affairs.
All national banks are members of the Federal Reserve System and subject to
the applicable provisions of the Federal Reserve Act and to regular
examination by the Federal Reserve Bank of their district, in this case the
Federal Reserve Bank of Chicago.
As an Illinois trust company, Grand Premier Trust and Investment,
Inc., is also subject to the supervision of and examination by the Illinois
Commissioner.
The deposits of the bank, subject to FDIC limitations are insured by
the Bank Insurance Fund ("BIF") of the FDIC. As a result, the bank is also
subject to the provisions of the Federal Deposit Insurance Act and to
examination by the FDIC. The examinations of the various regulatory
agencies are designed for the protection of bank depositors and not for
stockholders of banks or their holding companies.
The following references to material statutes and regulations
affecting the Company and its subsidiaries are brief summaries thereof and
are qualified in their entirety by reference to such statutes and
regulations. Any change in applicable law or regulations may have a
material effect on the business of the Company and its subsidiary bank.
The BHCA requires prior Federal Reserve Board approval for, among
other things, the acquisition by a bank holding company of direct or
indirect ownership or control of more than five percent (5%) of the voting
shares or substantially all the assets of any bank, or for a merger or
consolidation of a bank holding company with another bank holding company.
With certain exceptions, the BHCA prohibits a bank holding company from
acquiring direct or indirect ownership or control of voting shares of any
company which is not a bank or bank holding company and from engaging
directly or indirectly in any activity other than banking or managing or
controlling banks or performing services for its authorized subsidiaries.
A bank holding company may, however, engage in or acquire an interest in a
company that engages in activities which the Federal Reserve Board has
determined by regulation or order to be so closely related to banking or
managing or controlling banks as to be a proper incident thereto.
A bank holding company is a legal entity separate and distinct from
its subsidiary bank or banks. Normally, the major source of a bank holding
company's revenue is the dividends it receives from its subsidiary banks.
The right of a bank holding company to participate as a stockholder in any
distribution of assets of its subsidiary banks upon their liquidation or
reorganization or otherwise is subject to the prior claims of creditors of
such subsidiary banks. The subsidiary banks are subject to claims by
creditors for long-term and short-term debt obligations, including
substantial obligations for federal funds purchased and securities sold
under repurchase agreements, as well as deposit liabilities. Under the
Financial Institutions Reform, Recovery and Enforcement Act of 1989
("FIRREA"), in the event that the FDIC suffers a loss in connection with a
banking subsidiary of a bank holding company, other banking subsidiaries of
the same holding company may be held liable for such loss.
Federal laws limit the transfer of funds by a subsidiary bank to its
holding company and the non-bank subsidiaries of the holding company
("affiliates") in the form of loans or extensions of credit, investments in
stock or other securities of the bank holding company or its other
subsidiaries or advances to any borrower collateralized by such stock or
other securities. Transfers of this kind are limited to 10 percent of a
bank's capital and surplus with respect to each affiliate and to 20 percent
with respect to all affiliates in the aggregate and are also subject to
certain collateral requirements. These transactions, as well as other
transactions between a subsidiary bank and its holding company and other
affiliates, must also be on terms substantially the same as, or at least as
favorable as, those prevailing at the time for comparable transactions with
non-affiliated companies or, in the absence of comparable transactions, on
terms or under circumstances, including credit standards, that would be
offered to, or would apply to, non-affiliated companies.
It is the policy of the Federal Reserve Board that a bank holding
company is expected to act as a source of financial strength to each of its
subsidiary banks and to commit resources to support each of its subsidiary
banks. The Federal Reserve Board takes the position that, in implementing
this policy, it may require bank holding companies to provide such support
when the holding company otherwise would not consider itself able to do so.
The Illinois BHCA permits bank holding companies domiciled in
Illinois to make acquisitions throughout the state. It also permits bank
holding companies located in any state of the United States to acquire
banks or bank holding companies within the State of Illinois, subject to
certain conditions, including a regulatory determination that the laws of
the state in which the acquiring bank holding company is located permit
bank holding companies in Illinois to acquire banks or bank holding
companies in the acquiror's state under qualifications and conditions that
are not unduly restrictive when compared to those imposed by Illinois law.
Subject to these regulatory determinations, the Company may acquire banks
and bank holding companies in such states, and bank holding companies in
those states may acquire banks and bank holding companies in Illinois.
The federal and state laws and regulations generally applicable to
banks regulate, among other things, the scope of a bank's business,
allowable investments, required reserves against deposits, loans and
collateral, establishment of branch offices and activities performed at
such offices. These laws and regulations are generally designed for the
protection of bank depositors and not the stockholders of the bank.
A national bank, such as Grand National Bank, may not pay a dividend
in any calendar year in excess of its net profits for the current year plus
its adjusted retained profits for the two prior years, unless it obtains
OCC approval. Net profits from which dividends may be paid must be
adjusted for losses and the amount of statutory bad debts in excess of the
balance of the bank's allowance for possible credit losses. "Bad debts"
are generally defined to include the principal amounts of loans which are
in arrears with respect to interest by six months or more unless such loans
are well secured and in the process of collection.
The Community Reinvestment Act (the "CRA") is intended to encourage
banks and thrifts to help meet the credit needs of their entire
communities, including low- and moderate-income neighborhoods, consistent
with safe and sound lending practices. Under the CRA, the federal banking
agencies take into account a financial institution's record of helping to
meet the credit needs of its entire community when evaluating various types
of applications, such as applications for branches, office relocations,
mergers, consolidations, and purchase and assumption transactions, and may
deny or condition approval of an application on the basis of an
institution's record. All depository institutions are reviewed and rated
by their primary federal bank regulator. In reviewing applications by bank
holding companies, the Federal Reserve Board takes into account the record
of compliance of a holding company's subsidiary banking institutions with
the CRA.
The various federal bank regulators, including the Federal Reserve
Board and the OCC, have adopted risk-based capital requirements for
assessing bank holding company and bank capital adequacy. The capital
standards (including the definitions of Tier 1 Capital and Tier 2 Capital)
established by the OCC (for national banks such as Grand National Bank) are
substantially the same as those established by the Federal Reserve Board
for bank holding companies. These standards significantly revise the
definition of capital and establish minimum capital standards in relation
to assets and off-balance sheet exposures, as adjusted for credit risks.
Capital is classified into two tiers. For bank holding companies, Tier 1
or "core" capital consists of common shareholders' equity, perpetual
preferred stock (subject to certain limitations) and minority interests in
the common equity accounts of consolidated subsidiaries and is reduced by
goodwill and certain investments in other corporations ("Tier 1 Capital").
Tier 2 capital consists of (subject to certain conditions and limitations)
the allowance for possible credit losses, perpetual preferred stock,
"hybrid capital instruments," perpetual debt and mandatory convertible debt
securities, and term subordinated debt and intermediate-term preferred
stock ("Tier 2 Capital").
Under the risk-adjusted capital standards, a minimum total capital to
total risk-weighted assets ratio of eight percent (8%) is required, and
Tier 1 Capital must be at least 50 percent of total capital. The Federal
Reserve Board also has adopted a minimum leverage ratio of Tier 1 Capital
to total assets of three percent (3%). The three percent Tier 1 Capital to
total assets ratio constitutes the leverage standard for bank holding
companies and is used in conjunction with the risk-based ratio in
determining the overall capital adequacy of banking organizations.
The federal banking agencies have emphasized that the foregoing
standards are supervisory minimums and that an institution would be
permitted to maintain such minimum levels of capital only if it were rated
in the highest category under the regulatory rating systems for bank
holding companies and banks. All other bank holding companies and banks
are required to maintain a leverage ratio of 3 percent plus at least one to
two percent (1% to 2%) of additional capital. These rules further provide
that banking organizations experiencing internal growth or making
acquisitions will be expected to maintain capital positions substantially
above the minimum supervisory levels and comparable to peer group averages,
without significant reliance on intangible assets. The Federal Reserve
Board continues to consider a "tangible Tier 1 leverage ratio" in
evaluating proposals for expansion or new activities. The tangible Tier 1
leverage ratio is the ratio of a banking organization's Tier 1 Capital,
less all intangibles, to total assets, less all intangibles.
The Company and its banking subsidiary meet or exceed the regulatory
capital guidelines as currently defined. For additional information
regarding the capital ratios of the Company and its banking subsidiary, see
the Company's 1997 Annual Report page 18.
The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") imposed relatively detailed standards and mandated the
development of additional regulations governing nearly every aspect of the
operations, management and supervision of banks and bank holding companies.
It also significantly enhanced the authority of bank regulators to
intervene in the cases of deterioration of a bank's capital level. FDICIA
requires that the banking regulators take prompt corrective action with
respect to depository institutions that fall below certain capital levels
and prohibits any depository institution from making any capital
distribution that would cause it to be considered undercapitalized.
Regulations adopted pursuant to FDICIA established five capital categories:
well-capitalized, adequately capitalized, undercapitalized, significantly
undercapitalized and critically undercapitalized. Institutions that are not
adequately capitalized may be subjected to a broad range of restrictions on
their activities and will be required to submit a capital restoration plan
which, to be accepted by the regulators, must be guaranteed in part by any
company having control of the institution. Only well-capitalized
institutions and adequately capitalized institutions receiving a waiver
from the FDIC will be permitted to accept brokered deposits, and only those
institutions eligible to accept brokered deposits may provide pass-through
deposit insurance for participants in employee benefit plans.
A range of other regulations adopted as a result of FDICIA have
established interagency guidelines standards for safety and soundness for
depository institutions and their holding companies; requirements relating
to annual audits of depository institutions; requirements applicable to
closure of branches; additional requirements for disclosures to depositors
with respect to terms and interest rates applicable to deposit accounts;
requirements for the banking agencies to adopt uniform regulations for
extensions of credit secured by real estate; modification of accounting
standards to conform to GAAP, including the reporting of off-balance sheet
items and supplemental disclosure of estimated fair market value of assets
and liabilities in financial statements filed with the banking regulators;
increased penalties for failing to file assessment reports with the FDIC;
greater restrictions on extensions of credit to directors, officers and
principal shareholders; and increased reporting requirements on
agricultural loans and loans to small businesses.
As required by FDICIA, the FDIC has established a risk-based
assessment system for deposit insurance provided to depositors at
depository institutions whereby assessments to each institution are
calculated upon the probability that the insurance fund will incur a loss
with respect to the institution, the likely amount of such loss, and the
revenue needs of the insurance fund. Under the system, deposit insurance
premiums are based upon an institution's assignment to one of three capital
categories and a further assignment to one of three supervisory
subcategories within each capital category. The result is a nine category
assessment system. The classification of an institution into a category
depends, among other things, on the results of off-site surveillance
systems, capital ratio, and its CAMELS rating (a supervisory rating of
capital, asset quality, management, earnings, liquidity and sensitivity to
market risk).
On September 29, 1994, the Riegle-Neal Interstate Banking and
Branching Efficiency Act of 1994 (the "Riegle-Neal Act") became law. Since
September 29, 1995, the Riegle-Neal Act has permitted adequately
capitalized and managed bank holding companies to acquire banks across
state lines, without regard to whether the transaction is prohibited by
state law, except that state law may establish the minimum age of the banks
in such state that are subject to acquisition by out-of-state bank holding
companies (not to exceed five years). The acquiring bank holding company
must maintain the acquired bank as a separately chartered institution.
Under the Riegle-Neal Act, the Federal Reserve Board generally may not
approve an acquisition if, upon consummation, the applicant bank holding
company would control more than 10% of the total deposits of U.S. insured
depository institutions or 30% or more of the deposits in the state where
the target bank is located. The Federal Reserve Board could approve an
acquisition, notwithstanding the 30% limit, if the state waives the limit
either by statute, regulation or order of the appropriate state official.
Since September 29, 1995, the Riegle-Neal Act has also permitted any bank
subsidiary of a bank holding company to receive deposits, renew time
deposits, close loans, service loans and receive payments on loans and
other obligations as agent for a bank or thrift affiliate, whether such
affiliate is located in a different state or in the same state.
Beginning on June 1, 1997, banks may, with the approval of the
appropriate Federal bank regulatory agency, merge with one another across
state lines and thereby create a main bank with branches in separate
states. After establishing branches in a state through an interstate
merger transaction, the bank could establish and acquire additional
branches at any location in the state where any bank involved in the merger
could have established or acquired branches under applicable federal or
state law. The responsible federal bank regulatory agency generally may
not approve such a merger, however, if, after the merger, the resulting
entity would control more than 10% of the total deposits of U.S. insured
depository institutions or 30% or more of the deposits in the state where
the target bank is located, the responsible federal bank regulatory agency
may approve such a merger, notwithstanding the 30% limit, if the state
waives the limit either by statute, regulation or order of the appropriate
state official.
Under the Riegle-Neal Act, states may adopt legislation permitting
interstate mergers before June 1, 1997. Alternatively, states may adopt
legislation before June 1, 1997, subject to certain conditions, opting-out
of interstate branching. If a state opts out of interstate branching, no
out-of-state bank may establish a branch in that state through an
acquisition or de novo, and a bank whose home state opts-out may not
participate in an interstate merger transaction. Illinois has adopted
legislation permitting interstate mergers beginning June 1, 1997.
Deposits of the bank are insured by the FDIC primarily under the BIF.
The FDIC's deposit insurance premiums are assessed using a risk-based
system under which all insured depository institutions are placed into one
of nine categories based upon their level of capital and supervisory
evaluation. Assessment rates range from $0.00 to $0.27 per $100 of
deposits. The bank, for deposit insurance assessment purposes, is
classified in the highest category and pays the lowest assessment rate for
deposit insurance. The FDIC also maintains another insurance fund, the
Savings Association Insurance Fund (the "SAIF"), which primarily insures
savings association deposits. The bank holds approximately $9 million of
deposits acquired in connection with the acquisition of a branch of a
savings association. Those deposits are insured by SAIF and will continue
to be subject to the assessment rates due on SAIF-insured deposits
(currently the same as BIF insured deposits). The bank also pays Financing
Corporation (FICO) debt assessments on its BIF and SAIF insured deposits.
FICO assessment rates are not tied to the FDIC's risk classifications. FICO
rates, which may be adjusted quarterly, were $0.01244 (annualized) per $100
of BIF assessable deposits and $0.0622 (annualized) per $100 of SAIF
assessable deposits for the final quarter of 1997.
Monetary Policy and Economic Conditions
The earnings of commercial banks and bank holding companies are
affected not only by general economic conditions, but also by the policies
of various governmental regulatory authorities. In particular, the Federal
Reserve Board influences conditions in the money and capital markets, which
affect interest rates and growth in bank credit and deposits. Federal
Reserve Board monetary policies have had a significant effect on the
operating results of commercial banks in the past and are expected to in
the future. In view of changing conditions in the national economy and in
the money markets, as well as the effect of credit policies by monetary and
fiscal authorities, including the Federal Reserve System, no representation
can be made as to possible future changes in interest rates, deposit levels
and loan demand, or their effect on the business and earnings of the
Company and its subsidiaries.
Employees
As of December 31, 1997 the Company and its subsidiaries had a total
of 583 full-time and 95 part-time employees.
Item 2. Properties
The Company's corporate office is at 486 West Liberty Street,
Wauconda, Illinois in a building owned by GNB. The Company leases
approximately 5,000 square feet from GNB. The Company also conducts
business in Freeport, Illinois. The two story office building in Freeport
consists of approximately 13,000 square feet, and is located at 110 West
Stephenson Street, Freeport, Illinois. The building and underlying land
are owned by the Company.
The banking affiliate, as of December 31, 1997, occupied 33 offices
in 24 different communities within northern Illinois, of which 6 are leased
and 27 are owned by GNB.
Grand Premier Operating Systems, Inc., ("GPOS") conducts the majority
of its operations from a 28,800 square foot, one story office building
located at 588 Lakeview Parkway, Vernon Hills, Illinois. GPOS leases this
building from an unaffiliated party (with an option to purchase) through
September, 2001.
Item 3. Legal Proceedings
Neither the Company nor its subsidiaries are a party to any material
legal proceedings, other than routine litigation incidental to the business
of the bank as of December 31, 1997.
Item 4. Submission of Matters to a Vote of Security Holders
No matters, through the solicitation of proxies or otherwise, have
been submitted to a vote of security holders for the quarter ended December
31, 1997.
PART II
Item 5. Market for the Registrant's Common Stock and Related Stockholder
Matters
The approximate number of Holders of Common Stock as of 12/31/97 was
as follows:
Title of Class No. of Record Holders
Common Stock
($.01 Par Value) 1,174
Other information required by this item is incorporated herein by
reference to the Registrant's Annual Report to its shareholders for the
year ended December 31, 1997, which is included as exhibit 13 to this
report.
Item 6. Selected Financial Data
Incorporated herein by reference to the Registrant's Annual Report to
its shareholders for the year ended December 31, 1997, which is included as
exhibit 13 to this report.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Incorporated by reference to the Registrant's Annual Report to its
shareholders for the year ended December 31, 1997, which is included as
exhibit 13 to this report.
Submitted herewith is the following supplementary financial
information of the registrant for each of the last three years (unless
otherwise stated):
Distribution of Assets, Liabilities and Stockholders' Equity;
Interest Rates and Interest Differential
Changes in Interest Margin for each of the last two years
Investment Portfolio
Maturities of Investments, December 31, 1997
Loan Portfolio for each of the last five years
Loan Maturities and Sensitivity to Changes in Interest Rates,
December 31, 1997
Risk Elements in the Loan Portfolio for the last five years
Summary of Loan Loss Experience for the last five years
Deposits
Time Certificates and other Time Deposits of $100,000 or more as of
December 31, 1997
Return on Equity and Assets
Short Term Borrowings
<TABLE>
Distribution of Assets, Liabilities and Stockholders' Equity; Interest Rates and Interest Differentials
The following table presents the average balances of major categories of interest earning assets and interest bearing
liabilities, the interest earned or paid on such categories, and the average yield on such categories of interest earning assets
and the average rates paid on such categories of interest bearing liabilities during each of the reported periods, (in thousands)
<CAPTION>
Year Ended December 31, 1997 1996 1995
Average Average Average
Average Yield/ Average Yield/ Average Yield/
Assets Balance Interest Rate Balance Interest Rate Balance Interest Rate
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest earning assets
Interest bearing deposits
in other banks $ 2,608 $ 52 1.99% $ 4,071 $ 244 5.99% $ 3,967 $ 219 5.52%
Investment securities (1)
Taxable 339,176 21,873 6.45 424,754 26,514 6.24 461,622 27,680 6.00
Tax exempt (2) 132,549 7,771 8.88 126,830 7,142 8.53 113,027 6,880 9.22
Federal funds sold and securities
purchased under agreements
to resell 12,305 733 5.96 12,413 654 5.27 14,814 895 5.80
Loans (3) 1,011,646 90,192 8.92 915,107 79,816 8.72 810,527 73,108 9.02
Total interest earning
assets/interest income 1,498,284 120,621 8.32 1,483,175 114,370 7.96 1,403,957 108,782 8.00
Cash and due from banks 53,709 52,745 52,768
Premises and equipment 34,185 35,945 36,578
Other assets 49,585 46,138 47,275
Securities valuation -
available for sale (1) 22,626 10,879 2,301
Allowance for loan losses (10,424) (9,743) (9,367)
Total $1,647,965 $1,619,139 $1,533,512
Liabilities and
Shareholders' Equity
Interest bearing liabilities
Demand deposits $ 293,879 8,497 2.89 $ 289,698 8,357 2.88 $ 289,753 9,090 3.14
Savings deposits 265,268 7,895 2.98 279,386 8,521 3.05 283,557 8,592 3.03
Other time deposits 627,642 35,874 5.72 613,910 35,380 5.76 537,652 30,566 5.69
Short-term borrowings 45,447 2,404 5.29 60,826 3,482 5.72 79,840 4,845 6.07
Long-term borrowings 39,534 2,496 6.31 12,758 818 6.41 6,555 448 6.83
Total interest bearing liabilities/
interest expense 1,271,770 57,166 4.49 1,256,578 56,558 4.50 1,197,357 53,541 4.47
Noninterest bearing deposits 187,019 189,645 181,177
Other liabilities 20,125 20,826 14,844
Shareholders' equity 169,051 152,090 140,134
Total $1,647,965 $1,619,139 $1,533,512
Net interest income $ 63,455 3.83% $ 57,812 3.46% $ 55,241 3.53%
Net yield on interest earning assets 4.50% 4.15% 4.19%
(1) Investments are at amortized cost. The valuation from amortized cost to market for available for sale securities is shown
separately.
(2) Yields on tax exempt securities are full tax equivalent yields at a 34% rate.
(3) Average volume includes nonaccrual loans.
</TABLE>
CHANGES IN INTEREST MARGIN
The following table sets forth the registrant's dollar amount of
change in interest earned on each major category of interest earning assets
and the dollar amount of change in interest paid on each major category of
interest bearing liabilities, as well as the portion of such changes
attributable to changes in rate and changes in volume for each of the last
two years (dollar figures in thousands):
Increase (Decrease)
1997 over 1996 1996 over 1995
Rate Volume Rate Volume
Changes in Interest Earned:
Interest bearing deposits $ (125) $ (67) $ 19 $ 6
Taxable investment securities 853 (5,494) 1,087 (2,253)
Non-taxable investment securities
(taxable equivalent) 455 498 (868) 1,130
Fed funds sold and securities
purchased under agreements
to resell 85 (6) (87) (154)
Loans (net of unearned discount) 1,801 8,575 (3,608) 10,316
Total 3,069 3,506 (3,457) 9,045
Changes in Interest Paid:
Interest bearing deposits (476) 484 888 3,122
Short-term borrowings (249) (829) (266) (1,097)
Long-term borrowings (13) 1,691 (30) 400
Total (738) 1,346 592 2,425
Changes in Interest Margin $ 3,807 $ 2,160 $(4,049) $ 6,620
Changes attributable to rate/volume, i.e., changes in the interest margin
which occurred because of a combination rate/volume change and cannot be
attributed solely to a rate change or a volume change, are apportioned
between rate and volume as follows:
1. Percentage rate increases (decreases) in rate and in volume were
calculated for each major interest earning asset and interest bearing
liability based upon their year-to-year change.
2. The percentage rate changes in rate and in volume were then
allocated proportionately in relationship to 100%.
3. The proportionate allocations were applied to the total
rate/volume change.
INVESTMENT PORTFOLIO
The following table sets forth the registrant's book values of
investments in obligations of the U.S. Treasury and other U.S. Government
Agencies and Corporations, State and Political Subdivisions (U.S.), and
other securities for each of the last three years (dollar figures in
thousands):
1997 1996 1995
U.S. Treasury and U.S. Agency
Securities $248,612 $348,877 $385,256
Obligations of States and
Political Subdivisions 148,742 134,633 137,175
Other Securities 57,046 52,177 76,139
Total $454,400 $535,687 $598,570
The following table sets forth the registrant's book values of
investments in obligations of the U.S. Treasury and other U.S. Government
Agencies and Corporations, State and Political Subdivisions (U.S.), and
other securities as of December 31, 1997 by maturity and also sets forth
the weighted average yield for each range of maturities.
Obligations
U.S. Treasury of States
and and Weighted
U.S. Agency Political Other Average
Book Value: Securities Subdivisions Securities Yield
One Year or Less $ 49,049 $ 8,199 $ 2,155 6.36%
After One Year to Five Years 37,273 29,677 2,467 7.82%
After Five Years to Ten Years 37,941 14,964 7,424 7.55%
Over Ten Years 124,349 95,902 45,000 6.89%
Total $248,612 $148,742 $57,046 7.05%
(1) Weighted Average Yields were calculated as follows:
A. The weighted average yield for each category in the portfolio was
calculated based upon the maturity distribution shown in the table
above.
B. The yields determined in step 1 were weighted in relation to the
total investments in each maturity range shown in the table above.
(2) Yields on tax exempt securities are full tax equivalent yields at a
34% rate.
(3) At December 31, 1997 the Company did not own any Obligation of a State
or Political Subdivision or Other Security which was greater than 10%
of its total equity capital.
LOAN PORTFOLIO
The following table sets forth the registrant's Loan Portfolio by
major category for each of the last five years (dollar figures in
thousands):
Year Ended December 31,
1997 1996 1995 1994 1993
Commercial, financial
and agricultural Loans $ 231,707 $229,700 $229,589 $200,178 $242,342
Real Estate -
Construction 50,186 42,772 45,098 46,150 44,717
Mortgage 631,069 625,364 530,636 450,271 417,028
Loans to Individuals 115,901 68,488 71,010 68,453 65,685
Total $1,028,863 $966,324 $876,333 $765,052 $769,772
The following tables set forth the registrant's loan maturity distribution
for certain major categories of loans as of December 31, 1997 (dollar
figures in thousands).
AMOUNT DUE IN
1 Year or Less 1-5 Years After 5 Years
Commercial, financial and
agricultural loans $112,982 $105,937 $ 12,788
Real Estate - Construction 28,183 17,451 4,552
Total $141,165 $123,388 $ 17,340
As of December 31, 1997 loans totaling $95,416,000, which are due
after one year have predetermined interest rates, while $45,312,000 of
loans due after one year have floating interest rates.
RISK ELEMENTS IN THE LOAN PORTFOLIO
The Company's financial statements are prepared on the accrual basis
of accounting, and substantially all of the loans currently accruing
interest are accruing at the rate contractually agreed upon when the loan
was negotiated. When in the judgement of management the timely receipt of
interest payments on a loan is doubtful, it is the Company's policy to
cease the accrual of interest thereon and to recognize income on a cash
basis when payments are received, unless there is adequate collateral or
other substantial basis for continued accrual of interest. An exception is
made in the case of consumer installment and charge card loans; such loans
are not placed on a cash basis and all interest accrued thereon is charged
against income at the time a loan is charged off. At the time a loan is
placed in non-accrual status all interest accrued in the current year but
not yet collected is reversed against current interest income. Troubled
debt restructurings (renegotiated loans) are loans on which interest is
being accrued at less than the original contractual rate of interest
because of the inability of the borrower to service the obligation under
the original terms of the agreement. Income is accrued at the renegotiated
rate so long as the borrower is current under the revised terms and
conditions of the agreement. Other Real Estate is real estate, sales
contracts, and other assets acquired because of the inability of the
borrower to serve the obligation of a previous loan collateralized by such
assets.
During 1997, the Company experienced rapid growth in the category of
loans to individuals, primarily in the indirect segment of the portfolio.
At December 31, 1997, the indirect segment of the portfolio totaled
approximately $88.4 million and approximately 4% of the balance was more
than 60 days past due. In December 1997, the Company made a provision for
possible loan losses of approximately $6 million in response to
deterioration in the indirect portfolio and discontinued this type of
lending.
The following table sets forth the registrant's non-accrual, past
due, and renegotiated loans, for each of the last five years (dollar
figures in thousands):
Year Ended December 31,
1997 1996 1995 1994 1993
Non-accrual Loans $ 6,223 $ 4,718 $ 6,118 $ 8,911 $10,343
Loans past due 90 days
or more and still
accruing 1,347 1,946 539 703 5,273
Renegotiated Loans 436 510 551 3,395 4,697
Total $ 8,006 $ 7,174 $ 7,208 $13,009 $20,313
The following table sets forth interest information for certain non-
performing loans for the year ended December 31, 1997 (dollar figures in
thousands):
Non-Accrual Loans Renegotiated Loans
Balance December 31, 1997 $ 6,223 $ 436
Gross interest income that would
have been recorded if the loans
had been current in accordance
with their original terms 595 27
Amount of interest included in
net earnings. 355 33
SUMMARY OF LOAN LOSS EXPERIENCE
The Company and its subsidiary banks have historically evaluated the
adequacy of their Allowance for Possible Loan Losses on an overall basis,
and the resulting provision charged to expense has similarly been
determined in relation to management's evaluation of the entire loan
portfolio. In determining the adequacy of its Allowance for Possible Loan
Losses, management considers such factors as the size, composition and
quality of the loan portfolio, historical loss experience, current loan
losses, current potential risks, economic conditions, and other risks
inherent in the loan portfolio.
The Company made a provision for possible loan losses of
approximately $6 million in response to deterioration in the indirect
segment of the loan portfolio included in the installment loans to
individuals category. The balance of the Company's 1997 provision ($3.7
million) is in response to overall portfolio growth. The following table
sets forth the registrant's loan loss experience for each of the last five
years (dollar figures in thousands):
Year Ended December 31,
1997 1996 1995 1994 1993
Balance at beginning of year $10,116 $ 9,435 $ 9,738 $10,595 $ 8,160
Charge-offs:
Commercial, financial and
agricultural 1,431 1,896 1,707 1,437 2,367
Real estate construction 11 - - 55 -
Real estate mortgage 618 91 235 140 875
Installment loans to individuals 3,267 778 912 706 367
5,327 2,766 2,854 2,338 3,609
Recoveries:
Commercial, financial and
agricultural 522 286 865 578 560
Real estate mortgage 36 26 28 15 -
Installment loans to individuals 357 259 223 333 151
915 572 1,116 926 711
Net charge-offs 4,412 2,194 1,738 1,412 2,898
Allowance from acquired entities - - - - 2,351
Operating expense provision 9,700 2,875 1,435 555 2,982
Balance at end of year $15,404 $10,116 $ 9,435 $ 9,738 $10,595
Ratio of net charge-offs during the
year to average loans .44% .24% .21% .19% .42%
Because the Company has historically evaluated its Allowance for Loan
Losses on an overall basis, the Allowance has not been allocated by
category. The allocation shown in the table below, encompassing the major
segments of the loan portfolio judged most informative by management,
represents only an estimate for each category of loans based upon
historical loss experience and management's judgement of amounts deemed
reasonable to provide for the possibility of losses being incurred within
each category.
<TABLE>
Allocation of the Allowance for Loan Losses
(In thousands of dollars)
<CAPTION>
Year End December 31,
1997 1996 1995 1994 1993
Percent Percent Percent Percent Percent
of Loans of Loans of Loans of Loans of Loans
in Each in Each in Each in Each in Each
Category Category Category Category Category
to Total to Total to Total to Total to Total
Amount Loans Amount Loans Amount Loans Amount Loans Amount Loans
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Commercial, financial
and agricultural $ 4,000 22.5% $ 3,343 23.8% $2,475 26.2% $2,964 26.2% $ 4,460 31.5%
Real estate-construction 454 4.9 445 4.4 445 5.1 186 6.0 69 5.8
Real estate-mortgage 5,500 61.3 5,628 64.7 5,693 60.6 5,396 58.9 5,318 54.2
Installment loans
to individuals 5,450 11.3 700 7.1 822 8.1 1,192 8.9 748 8.5
$15,404 100.0% $10,116 100.0% $9,435 100.0% $9,738 100.0% $10,595 100.0%
The amount of the additions to the allowance for possible loan losses charged to expense for the periods indicated were based
on a variety of factors, including actual charge-offs during the year, historical loss experience, character of portfolio,
specific loan allocations, industry guidelines and an evaluation of current and prospective economic conditions in the Bank's
market areas.
</TABLE>
DEPOSITS
The following table sets forth the classification of average deposits
for the indicated periods, in thousands of dollars:
Year ended December 31,
1997 1996 1995
Noninterest bearing demand deposits $187,019 $189,645 $181,177
Interest bearing demand deposits 293,879 289,698 289,753
Savings deposits 265,268 279,386 283,557
Time deposits 627,642 613,910 537,652
The following table sets forth the average rates paid on deposits for
the indicated periods:
Year Ended December 31,
1997 1996 1995
Interest bearing demand deposits 2.89% 2.88% 3.14%
Savings deposits 2.98 3.05 3.03
Time deposits 5.72 5.76 5.69
The following table sets forth the maturities of time deposits of
$100,000 or more, in thousands of dollars, for the period indicated:
Year Ended
December 31,
1997
Three months or less $ 69,534
Over three months to six months 42,722
Over six months to twelve months 40,605
Over twelve months 25,043
Total $177,904
RETURN ON EQUITY AND ASSETS
The following table presents certain ratios relating to the
Registrant's equity and assets:
Year Ended December 31,
1997 1996 1995
Return on average equity 10.04% 8.76% 12.15%
Return on average assets 1.03 .82 1.11
Dividend payout ratio 40.74 43.55 24.05
Average total shareholders' equity
to average total assets 10.26 9.39 9.14
SHORT TERM BORROWINGS
The following table sets forth a summary of the registrant's short-
term borrowings for each of the last three years (dollar figures in
thousands):
Year Ended December 31
1997 1996 1995
Balance at End of Period:
Federal Funds Purchased $33,000 $ - $25,225
Securities Sold Under
Repurchase Agreements 14,598 23,486 49,757
Notes Payable to Banks - - 13,250
Total $47,598 $23,486 $88,232
Weighted Average Interest
Rate at the end of Period:
Federal Funds Purchased 7.10% -% 5.75%
Securities Sold Under
Repurchase Agreements 4.42 4.33 5.30
Notes Payable to Banks - - 7.43
Highest Amount Outstanding
at Any Month-End:
Federal Funds Purchased $45,200 $42,469 $ 25,735
Securities Sold Under
Repurchase Agreements 20,859 54,952 57,293
Notes Payable to Banks - 13,953 17,070
Other 40,000 - 3,000
Average Outstanding During
the Year:
Federal Funds Purchased $15,004 $ 10,101 $ 11,671
Securities Sold Under
Repurchase Agreements 16,197 39,550 55,814
Notes Payable to Banks - 11,175 12,355
Other 14,247 - 107
Weighted Average Interest
Rate During the Year:
Federal Funds Purchased 5.66% 5.25% 6.50%
Securities Sold Under
Repurchase Agreements 4.55 5.13 5.54
Notes Payable to Banks - 8.27 8.02
Other 5.67 - 6.25
Item 7a. Quantitative and Qualitative Disclosure About Market Risk
Market risk is the risk of loss arising from adverse changes in
market rates and prices, such as interest rates, foreign currency exchange
rates, commodity prices and equity prices. The Company's exposure to market
risk arises from changes in interest rates and equity prices.
Net interest income is the largest contributor to the earnings of the
Company. The Company's success is largely dependent upon its ability to
manage risk associated with changes in interest rates. Reducing the
volatility of net interest income by managing this risk and is one of the
Company's primary objectives. Interest rate risk management is the
responsibility of the Company's Asset/Liability Management Committee
("ALCO") established by the Board of Directors and is composed of senior
management representatives. ALCO actively manages the characteristics of
the Company's interest earning assets and interest bearing liabilities.
ALCO has several strategies available to manage interest rate risk
including: controlling asset mix, defining product offerings and their
maturities, establishing pricing parameters and hedging identified risks
with off-balance sheet interest rate derivative instruments.
ALCO has different methods to analyze the effect of hypothetical
changes in interest rates. Three different measurement tools including
static gap analysis, income simulation and market value sensitivity are
used to quantify the impact of changes in interest rates. In gap analysis,
the carrying amounts of rate-sensitive assets and liabilities are grouped
by expected maturity dates. The results are summed to show a cumulative
interest sensitivity "gap" between assets and liabilities. Income
simulation attempts to project net interest income over the following
twelve month period under various hypothetical interest rate scenarios.
Under income simulation, maturing and repricing assets and liabilities are
replaced at the new rates in effect at that time. Market value sensitivity
analysis measures the hypothetical effects of possible changes in market
prices of rate-sensitive assets and liabilities under different interest
rate scenarios. The following table of financial instruments, represents
the Company's static gap position based on estimated maturities of interest
sensitive assets and liabilities, as of December 31, 1997 (dollars in
thousands):
<TABLE>
Expected Maturity Date Fair
1998 1999 2000 2001 2002 Thereafter Total Value
Assets:
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Debt Securities (1):
Fixed Rate $102,346 $ 56,881 $ 37,793 $ 40,840 $ 28,872 $141,369 $408,101 $415,601
Average rate 6.27% 6.65% 6.69% 6.68% 6.74% 6.15% 6.39%
Loans:
Fixed Rate $255,605 $157,587 $102,973 $ 63,671 $ 37,058 $ 39,506 $656,400 $661,911
Average rate 8.63% 9.15% 9.40% 9.91% 9.81% 8.60% 9.06%
Variable Rate $170,097 $ 36,319 $ 36,564 $ 26,538 $ 68,436 $ 33,518 $371,472 $372,043
Average rate 8.70% 8.57% 8.55% 8.52% 8.61% 7.32% 8.52%
Other Earning Assets:
Interest bearing
deposits $ 159 $ 159 $ 159
Average Rate 5.40% 5.40%
Securities purchased
under agreements
to resell $ 19,922 $ 19,922 $ 19,922
Average Rate 6.22% 6.22%
Total interest
sensitive assets $548,129 $250,787 $177,330 $131,049 $134,366 $214,393
Liabilities:
Savings:
Fixed Rate $108,565 $388,073 $496,638 $496,638
Average rate 3.61% 2.61% 2.83%
Variable Rate $ 16,208 $ 49,942 $ 66,150 $ 66,150
Average rate 5.18% 5.18% 5.18%
Time Deposits:
Fixed Rate $421,492 $103,382 $ 40,041 $ 9,898 $ 4,632 $ 355 $579,800 $576,463
Average rate 5.74% 5.91% 6.21% 5.88% 5.95% 5.61% 5.81%
Short-Term Borrowings:
Fixed Rate $ 47,598 $ 47,598 $ 47,610
Average rate 5.17% 5.17%
Long-Term Borrowings:
Fixed Rate $ 5,000 $ 5,000 $ 20,000 $ 40,000 $ 70,000 $ 70,530
Average rate 5.85% 6.75% 6.37% 5.97% 6.13%
Total interest
sensitive liabilities $593,863 $108,382 $ 45,041 $ 29,898 $ 44,632 $438,370
Asset (liability) gap $(45,734) $142,405 $132,289 $101,151 $ 89,734 $(223,977)
Cumulative asset
(liability) gap $(45,734) $ 96,671 $228,960 $330,111 $419,845 $195,868
(1) Rates are not on a taxable equivalent basis.
</TABLE>
Fixed rate securities include approximately $121.5 million in
collateralized mortgage obligations ("CMO's"). Principal cash flows for
CMO's are spread over their projected amortization periods in the current
interest rate environment. The timing of principal payments on CMO's,
however, can be subject to substantial volatility under different interest
rate environments due to prepayment options on the underlying mortgage
loans and their effect on the general structure of the CMO. Generally, the
CMO's held by the Company are shorter-maturity bonds structured to provide
more predictable cash flows by being less sensitive to prepayments during
periods of changing interest rates.
Principal payments on amortizing loans are based on their contractual
schedules. Additional principal prepayments are estimated, generally
between six and ten percent annually, for certain fixed rate loans. The
vast majority of variable rate loans are tied to the U.S. prime rate and
can reprice on a daily basis.
Savings (including N.O.W., money market and regular savings) accounts
have no contractual maturity. The Company considers its savings accounts as
a stable source of funding. For purposes of estimating maturities, however,
the Company uses ninety percent of the lowest average monthly balance
during the past two years as maturing beyond five years with the remainder
due in one year or less.
Fair value for debt securities is based on market prices or dealer
quotes for U.S. Treasury and U.S. Government Agency securities and quoted
market prices, if available, for other investment securities. If a quoted
market price is not available for other securities, fair value is estimated
using quoted market prices for similar securities. The fair value of loans
is estimated by discounting the future cash flows using the current rates
at which similar loans would be made to borrowers with similar credit
ratings and for the same remaining maturities. The fair value of savings
accounts is the amount payable on demand at the reporting date. Fair value
of time deposits is estimated using the rates currently offered for
deposits of similar remaining maturities. The fair value of short-term and
long-term borrowings is estimated by discounting the future cash flows
using the current interest rates at which similar borrowings could be made
for the same maturities.
Income simulation, another measurement tool used by the Company
besides static gap, estimates net interest income over the next twelve
months under different, hypothetical interest rate scenarios. As of
December 31, 1997, the simulation model indicated a minimal change (less
than 2 percent) in net interest income under the different rate scenarios
when compared to the base model. For additional information on income
simulation, see the discussion under the caption Interest Rate Risk
Management contained in Item 7 - Management's Discussion and Analysis of
Financial Condition and Results of Operations.
During 1997, the Company did not use any off-balance sheet
derivatives to manage interest rate risk or for any other purpose. All of
the Company's financial instruments are held for other than trading
purposes.
In addition to interest rate risk, the Company has risk exposure from
adverse changes in equity prices. As of December 31, 1997, the Company
owned $22.4 million of equity securities including $10.7 million of Federal
Reserve Bank ("FRB") stock and Federal Home Loan Bank ("FHLB") stock. Stock
of the FRB and FHLB are not readily marketable and are deemed to have a
market value equal to the Company's cost. Marketable equity securities
owned by the Company totaled approximately $11.7 million and have an
approximate market value of $28.1 million at December 31, 1997. The entire
value of marketable equity securities is subject to market risk from
adverse changes in the underlying equity prices of the securities.
Item 8. Financial Statements and Supplementary Data
The following consolidated financial statements of the Company, which
are included in the annual report of the registrant to its stockholders for
the year ended December 31, 1997, are submitted herewith as exhibit 13, and
are incorporated by reference:
1. Consolidated Balance Sheets, December 31, 1997 and 1996
2. Consolidated Statements of Earnings, for the three years
ended December 31, 1997
3. Consolidated Statements of Changes in Stockholders' Equity
for the three years ended December 31, 1997
4. Consolidated Statements of Cash Flows for the three years
ended December 31, 1997
5. Notes to Consolidated Financial Statements
6. Independent Auditors' Report
7. Selected Quarterly Financial Information
Item 9. Change in and Disagreements with Accountants on Accounting
and Financial Disclosures
None
PART III
Item 10. Directors and Executive Officers of the Registrant
Incorporated herein by reference to the Registrant's Proxy Statement
dated March 31, 1998 in connection with its annual meeting to be held on
May 27, 1998.
Item 405 of Regulation S-K calls for disclosure of any known late
filing or failure by an insider to file a report required by Section 16 of
the Exchange Act. This disclosure is contained in the Registrant's Proxy
Statement dated March 31, 1998 under the Section "Compliance with Section
16 (a) of the Exchange Act" and is incorporated herein by reference in this
Annual Report on Form 10-K.
Item 11. Executive Compensation
Incorporated herein by reference to the Registrant's Proxy Statement
dated March 31, 1998, in connection with its annual meeting to be held on
May 27, 1998.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Incorporated herein by reference to the Registrant's Proxy Statement
dated March 31, 1998, in connection with its annual meeting to be held on
May 27, 1998.
Item 13. Certain Relationships and Related Transactions
Incorporated herein by reference to the Registrant's Proxy Statement
dated March 31, 1998 in connection with its annual meeting to be held on
May 27, 1998.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
1. The following documents are filed as a part of this report:
A. Consolidated Financial Statements of the Company which are included
in the annual report of the registrant to its stockholders for the
year ended December 31, 1997 as follows:
1. Consolidated Balance Sheets, December 31, 1997 and 1996.
2. Consolidated Statements of Earnings, for the three years ended
December 31, 1997.
3. Consolidated Statements of Cash Flows, for the three years ended
December 31, 1997.
4. Consolidated Statements of Changes in Stockholders' Equity, for
the three years ended December 31, 1997.
5. Independent Auditors' Report.
6. Notes to Consolidated Financial Statements.
B. Financial Statement Schedules as follows:
1. Selected Quarterly Financial Information on page 23 of
Registrant's 1997 Annual Report.
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Northern Illinois Financial Corporation
We have audited the consolidated statements of income, changes in
shareholders' equity and cash flows of Northern Illinois Financial
Corporation and subsidiaries for the year ended December 31, 1995. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the consolidated financial statements referred to
above (not presented separately herein) present fairly, in all material
respects, the results of their operations and their cash flows of Northern
Illinois Financial Corporation and subsidiaries for the year ended
December 31, 1995, in conformity with generally accepted accounting
principles.
As discussed in Note 1 to the consolidated financial statements, the
Company changed its method of accounting for impairment of loans in 1995,
to conform to pronouncements of the Financial Accounting Standards Board.
Hutton, Nelson and McDonald LLP
Oakbrook Terrace, Illinois
January 31, 1996
C. 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 referenced 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 Commission file No. 0-
20987.)
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 Commission file No. 0-20987.)
10.3* Grand Premier Financial, Inc. 1996 Non-Qualified Stock Option
Plan, as amended.
10.4* Premier Financial Services, Inc. 1995 Non-Qualified Stock
Option Plan, as amended.
10.5* Premier Financial Services, Inc. 1988 Non-Qualified Stock
Option Plan, as amended.
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 to the Company's
Form 10-K dated December 31, 1996 Commission file No. 0-
20987).
10.9* Grand Premier Financial, Inc. Savings and Stock Plan and Trust
(incorporated by reference to Exhibit 10.9 to the Company's
Form 10-K dated December 31, 1996 Commission 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 to the Company's
Form 10-Q dated June 30, 1997 Commission file No. 0-20987).
11. Statement re computation of per share earnings (see Notes 1
and 16 to the Consolidated Financial Statements for the year
ended December 31, 1997).
13. Grand Premier Financial, Inc. 1997 Annual Report to
Stockholders
21. Subsidiaries of the Registrant
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Hutton, Nelson and McDonald LLP
27. Article 9 Financial Data Schedule for the Fiscal Year Ended
December 31, 1997
2. Reports on Form 8-K
The registrant has not filed a report on Form 8-K during the quarter
ended December 31, 1997.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
By:/s/ Richard L. Geach
Richard L. Geach, Chief Executive Officer
Date: March 23, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/s/ Richard L. Geach /s/ Robert W. Hinman
By: Richard L. Geach, Chief By: Robert W. Hinman, President
Executive Officer and Director and Director
Date: March 23, 1998 Date: March 23, 1998
/s/ David L. Murray /s/ Nanette K. Donton
By: David L. Murray, Executive By: Nanette K. Donton, Chief
Vice President, Chief Financial Accounting Officer
Officer and Director Date: March 23, 1998
Date: March 23, 1998
/s/ Jean M. Barry /s/ Frank J. Callero
By: Jean M. Barry, Director By: Frank J. Callero, Director
Date: March 23, 1998 Date: March 23, 1998
/s/ Alan J. Emerick /s/ James Esposito
By: Alan J. Emerick, Director By: James Esposito, Director
Date: March 23, 1998 Date: March 23, 1998
/s/ Thomas D. Flanagan /s/ R. Gerald Fox
By: Thomas D. Flanagan, Director By: R. Gerald Fox, Director
Date: March 23, 1998 Date: March 23, 1998
/s/ Edward G. Maris /s/ Howard A. McKee
By: Edward G. Maris, Director By: Howard A. McKee, Director
Date: March 23, 1998 Date: March 23, 1998
/s/ Joseph C. Piland /s/ John Simcic
By: Joseph C. Piland, Director By: John Simcic, Director
Date: March 23, 1998 Date: March 23, 1998
EXHIBIT INDEX TO FORM 10-K
The following exhibits are filed herewith or incorporated herein by
reference. All documents incorporated by reference to prior filings have
been filed under Commission File No. 0-20987. Each management contract or
compensatory plan or arrangement required to be filed as an exhibit to this
report has been marked with an asterisk.
Exhibit No. Description
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 referenced 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 referenced 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 Commission file No. 0-20987.)
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 Commission file No.
0-20987.)
10.3* Grand Premier Financial, Inc. 1996 Non-Qualified Stock Option Plan,
as amended.
10.4* Premier Financial Services, Inc. 1995 Non-Qualified Stock Option
Plan, as amended.
10.5* Premier Financial Services, Inc. 1988 Non-Qualified Stock Option
Plan, as amended.
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 to the Company's Form 10-
K dated December 31, 1996 Commission file No. 0-20987).
10.9* Grand Premier Financial, Inc. Savings and Stock Plan and Trust
(incorporated by reference to Exhibit 10.9 to the Company's Form 10-
K dated December 31, 1996 Commission 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 to the Company's Form 10-Q dated June 30,
1997 Commission file No. 0-20987).
11. Statement re computation of per share earnings (see Notes 1 and 16
to the Consolidated Financial Statements for the year ended December
31, 1997).
13. Grand Premier Financial, Inc. 1997 Annual Report to Stockholders.
21. Subsidiaries of the Registrant.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Hutton, Nelson and McDonald LLP.
27. Article 9 Financial Data Schedule for the Fiscal Year Ended December
31, 1997.
EXHIBIT 10.3
GRAND PREMIER FINANCIAL, INC.
1996 NON-QUALIFIED STOCK OPTION PLAN
AMENDED
SECTION 1. Establishment. GRAND PREMIER FINANCIAL, INC. (THE
"COMPANY"), a Delaware corporation, hereby establishes the Grand Premier
Financial, Inc. 1996 Non-Qualified Stock Option Plan (the "Plan") pursuant
to which key employees of the Company and its Subsidiaries may be granted
options to purchase shares of common stock of the Company, par value $0.01
per share ("Common Stock").
SECTION 2. Purpose: The purpose of the Plan is to provide a means
whereby key employees of the Company or any Subsidiary may be given the
opportunity to purchase stock of the Company through options to acquire
Common Stock. The Plan is intended to advance the interests of the Company
by encouraging stock ownership or additional stock ownership by key
employees of the Company or any Subsidiary and to advance the interests of
the Company by strengthening its ability to hire and retain highly qualified
personnel, and to give such personnel added incentive to devote themselves
to the future success of the Company. Options granted under this Plan
("Options") are not intended to qualify as incentive stock options within
the meaning of Section 422 of the Internal Revenue Code.
SECTION 3. Eligibility. All key employees of the Company or any of
its Subsidiaries, who have substantial management responsibilities and are
employed at the time of the adoption of this Plan or thereafter, shall be
eligible to be granted Options to purchase shares of Common Stock under this
Plan. Whether a key employee becomes an Optionee under this Plan shall be
determined in accordance with Section 6. A "Subsidiary" is any entity of
which the Company is the direct or indirect owner of not less than eighty
percent (80%) of all issued and outstanding equity interests.
SECTION 4. Number of Shares Covered by Options. The total number of
shares of Common Stock that may be issued and sold pursuant to Options
granted under this Plan initially shall be 400,000. The total number of
shares of Common Stock that may be available for Options under the Plan
shall be adjusted on January 1 of each calendar year, within the Applicable
Period (as defined below), so that the total number of shares of Common
Stock that may be issued and sold under the Plan as of January 1 of each
calendar year within the Applicable Period shall be equal to four percent
(4%) of the outstanding shares of Common Stock of the Company on such date;
provided, however, that no such adjustment shall reduce the total number of
shares of Common Stock that my be issued and sold under the Plan below
400,000. For purposes of the preceding sentence, Applicable Period shall
be the ten-year period commencing on August 22, 1996 and ending on August
22, 2006. The Stock to be optioned under the Plan may be either authorized
and unissued shares or issued shares that shall have been reacquired by the
Company. Such shares are subject to adjustment in accordance with the
provisions of Section 8 hereof. The shares involved in the unexercised
portion of any terminated or expired Options under the Plan may again be
Optioned under the Plan.
SECTION 5. Administration. The Plan shall be administered by the
Compensation Committee of the Board of Directors of the Company (the
"Committee"). The Committee shall be comprised of two (2) or more members
of the Board. All members of the Committee shall be "non-Employee
Directors" within the meaning of Rule 16b-3(b)(3) promulgated under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), or any
successor rule or regulation. If at any time any member of the Committee
does not constitute a "Non-Employee Director" within the meaning of such
rule, no Options shall be granted under this Plan to any person until such
time as all members of the Committee satisfy such requirements.
No person, other than members of the Committee, shall have any
authority concerning decisions regarding the Plan. Subject to the express
provisions of this Plan, the Committee shall have sole discretion concerning
all matters relating to the Plan and Options granted hereunder. The
Committee, in its sole discretion, shall determine the key employees of the
Company and its Subsidiaries to whom, and the time or times at which Options
will be granted, the number of shares to be subject to each Option, the
expiration date of each Option, the time or times within which the Option
may be exercised, the cancellation of the Option (with the consent of the
holder thereof) and the other terms and conditions of the grant of the
Option. The terms and conditions of the Options need not be the same with
respect to each Optionee or with respect to each Option.
The Committee may, subject to the provisions of the Plan, establish
such rules and regulations as it deems necessary or advisable for the proper
administration of the Plan, and may make determinations and may take such
other action in connection with or in relation to the Plan as it deems
necessary or advisable. Each determination or other action made or taken
pursuant to the Plan, including interpretation of the Plan and the specific
terms and conditions of the Options granted hereunder by the Committee shall
be final and conclusive for all purposes and upon all persons including, but
without limitation, the Company, its Subsidiaries, the Committee, the Board,
officers and the affected employees of the Company and/or its Subsidiaries
and their respective successors in interest.
SECTION 6. Granting Options. Subject to the provisions of this Plan,
the Committee may, within ten years from the date this Plan is adopted from
time to time grant Options to any key employee ("Optionee") for such number
of shares of Common Stock and upon such terms and conditions as in the
judgment of the Committee shall be desirable. Nothing contained in this
Plan shall be deemed to give any employee any right to be granted an Option
to purchase shares of Common Stock except to the extent and upon such terms
and conditions as may be determined by the Committee.
SECTION 7. Terms of Options. Each Option granted under this Plan
shall be evidenced by an agreement ("Stock Option Agreement") that shall be
executed by the Chief Executive Officer, President or any Executive Vice
President of the Company and by the key employee to whom such Option is
granted, and shall be subject to the following terms and conditions:
(a) The price at which each share of Common Stock covered by each Option
may be purchased shall be determined in each case on the date of grant by
the Committee, but shall not be less than the Fair Market Value of shares
of Common Stock at the time the Option is granted. For purposes of this
Section, the "Fair Market Value" of shares of Common Stock on the date of
grant shall be: (i) the average of the high and low sales prices per share
of Common Stock as reported on The Nasdaq Stock Market's National Market
("Nasdaq") on the date of grant; or (ii) if no sales are reported for such
date, the average of the bid and asked prices per share of Common Stock as
quoted on Nasdaq on the date of grant, or as otherwise determined by the
Committee in its discretion.
(b) Except as otherwise provided in the Plan or in any Option Agreement,
the Optionee shall pay the purchase price of the shares of Common Stock upon
exercise of any Option: (i) in cash; (ii) in cash received from a
broker-dealer to whom the Optionee has submitted an exercise notice
consisting of a fully endorsed Option (however, in the case of an Optionee
subject to Section 16 of the 1934 Act, this payment Option shall only be
available to the extent such insider complies with Regulation T issued by
the Federal Reserve Board); (iii) by delivering shares of Common Stock
having an aggregate Fair Market Value on the date of exercise equal to the
Option Exercise Price; (iv) by directing the Company to withhold such number
of shares of Common Stock otherwise issuable upon exercise of such Option
having an aggregate Fair Market Value on the date of exercise equal to the
Option exercise price; (v) by such other medium of payment as the Committee,
in its discretion, shall authorize at the time of grant, or (vi) by any
combination of (i), (ii), (iii), (iv) and (v). In the case of any election
pursuant to (i) or (ii) above, cash shall mean cash or check issued by a
federally insured bank or savings and loan, and made payable to the Company.
In the case of payment pursuant to (ii), (iii) or (iv) above, the Optionee's
election must be made on or prior to the date of exercise and shall be
irrevocable. The Company shall issue, in the name of the Optionee, stock
certificates representing the total number of shares of Common Stock
issuable pursuant to the exercise of any Option as soon as reasonably
practicable after such exercise, provided that any shares of Common Stock
purchased by an Optionee through a broker-dealer pursuant to clause (ii)
above shall be delivered to such broker-dealer in accordance with 12 C.F.R.
220.3(e)(4) or other applicable provision of law.
(c) Each Stock Option Agreement shall provide that such Option may be
exercised by the Optionee in such parts and at such times as may be
specified in such Agreement. Any Option granted hereunder shall expire not
later than the first to occur of the following:
(i) The expiration of ten years from the date such Option is granted
(hereinafter called the "Option Period").
(ii) The expiration of three months after the date of either: (A) the
retirement of the Optionee under any retirement plan of the Company or any
Subsidiary; or (B) the termination of the employment of the Optionee with
the Company or any Subsidiary due to total and permanent disability. The
Committee of the Company may provide by resolution, however, that any terms
of this subparagraph (ii) of paragraph (c) shall not apply to any Option or
portion of an Option.
(iii) The expiration of the period of six months after the date of the
Optionee's death.
(iv) The expiration of the Option Period, by the person or persons entitled
to do so under the Optionee's will, or, if the Optionee shall fail to make
testamentary disposition of said Option, or shall die intestate, by the
Optionee's legal representative or representatives.
(v) The termination of employment of the Optionee with the Company or any
Subsidiary for a reason other than those expressed in subparagraphs (ii) and
(iii) of this paragraph (c).
(d) Notwithstanding anything herein to the contrary, no Option granted
under the Plan prior to approval of the Plan by the stockholders may be
exercised before such approval, and in the event this Plan is disapproved
by the stockholders, then any Option granted hereunder shall become null and
void.
(e) Each Option and right granted under this Plan shall by its terms be
non- transferable by the Optionee except to their trust, by will or by the
laws of descent and distribution, or pursuant to a qualified domestic
relations order (as defined in the Employee Retirement Income Security Act
of 1974, as amended), and each Option or right shall be exercisable during
the Optionee's lifetime only by him. Notwithstanding the preceding
sentence, an Option Agreement may permit an Optionee, at any time prior to
his death, to assign all or any portion of an Option granted to him to: (i)
his spouse or lineal descendant; (ii) the trustee of a trust for the primary
benefit of his spouse or lineal descendant; or (iii) a partnership of which
his spouse and lineal descendants are the only partners. In such event, the
spouse, lineal descendant, trustee or partnership will be entitled to all
of the rights of the Optionee with respect to the assigned portion of such
Option, and such portion of the Option will continue to be subject to all
of the terms, conditions and restrictions applicable to the Option, as set
forth herein and in the related Option Agreement immediately prior to the
effective date of the assignment. Any such assignment will be permitted
only if: (i) the Optionee does not receive any consideration therefore; and
(ii) the assignment is expressly permitted by the applicable Agreement as
approved by the Committee. Any such assignment shall be evidenced by an
appropriate written document executed by the Optionee, and a copy thereof
shall be delivered to the Company on or prior to the effective date of the
assignment.
(f) The Stock Option Agreement entered into pursuant hereto may contain
such other terms, provisions and conditions not inconsistent herewith as
shall be determined by the Committee including, without limitation,
provisions: (i) requiring the giving of satisfactory assurances by the
Optionee that the shares are purchased for investment and not with a view
to resale in connection with the distribution of such shares, and will not
be transferred in violation of applicable securities laws; (ii) restricting
the transferability of such shares during a specific period; and (iii)
requiring the resale of such shares to the Company at the Option price if
the employment of the Optionee terminates prior to a specified time.
SECTION 7A. Deferral of Stock Option Gains. Any Optionee who is
eligible to participate in the Grand Premier Financial, Inc. Deferred
Compensation Plan, as amended and restated effective January 1, 1997 and
further amended on March 24, 1997 ("Deferred Compensation Plan"), may make
an election with respect to any Option granted to him under the Plan as
follows:
1. An Optionee may elect, with respect to an Option granted to him under
the Plan, to defer receipt of a number of shares of Common Stock (and the
related Stock Units described below) representing the excess of (a) the
number of shares of Common Stock purchased pursuant to the exercise of such
Option, over (b) a number of shares of Common Stock with a Fair Market Value
(as defined in Section 7) equal to the purchase price of such Option.
2. A deferral election with respect to an Option pursuant to this section
must be made pursuant to a written instrument delivered by the Optionee to
the Committee at least 180 days prior to the exercise date of such Option.
3. An election may be made pursuant to this section only if the purchase
price of the applicable Option is paid by the Optionee pursuant to
subsection 7(b) by delivering Common Stock acquired by the Optionee at least
180 days prior to the exercise date of such Option.
4. To implement the exercise of an Option as described in clause 3 above,
the Optionee shall provide a notarized statement to the Committee that he
is the sole owner of the shares of Common Stock being delivered to pay the
purchase price of such Option, and that such shares of Common Stock were
acquired at least 180 days prior to the exercise date.
5. Upon exercise of an Option that is subject to a deferral election
pursuant to this section, the Company shall credit the Optionee's Stock
Option Deferral Account established under the Deferred Compensation Plan
with a number of Stock Units equal to the number of shares of Common Stock
whose receipt is deferred pursuant to clause 1 above.
6. Upon exercise of an Option that is subject to a deferral election
pursuant to this section, the Company shall transfer to the Trustee of the
Trust Agreement Under the Grand Premier Financial, Inc. Deferred
Compensation Plan, dated January 31, 1997 ("Trust Agreement"), a number of
newly-issued shares of Common Stock equal to the number of shares of Common
Stock whose receipt is deferred pursuant to clause 1 above. Said shares of
Common Stock shall be credited to a fully vested account maintained for the
Optionee under the Trust Agreement and shall be distributed to the Optionee,
or to his beneficiary in the event of his death, pursuant to the terms of
the Deferred Compensation Plan and the Trust Agreement.
7. An Optionee may make a deferral election with respect to one or more
specific Options granted to him under the Plan on or prior to the date of
the deferral election, or pursuant to a blanket election applicable to all
Options granted to him on or prior to the date of the deferral election and
all Options to be granted to him under the Plan after the date of the
deferral election.
8. A deferral election by an Optionee shall be irrevocable with respect
to each Option granted to him hereunder on or before the date of his
deferral election and that is subject to such deferral election. A deferral
election by an Optionee with respect to an Option granted to him on or after
the date of his deferral election may be revoked by the Optionee, by written
instrument delivered to the Committee at least 180 days prior to the date
of exercise of such Option.
9. All deferred Stock Units and shares of Common Stock shall be held,
administered and distributed pursuant to the terms of the Deferred
Compensation Plan and the Trust Agreement.
10. The provisions of this section shall apply with respect to an Option
subject to a deferral election, notwithstanding any other provision of the
Plan. However, the other provisions of the Plan shall apply with respect
to such Option to the extent not inconsistent with the provisions of this
section.
SECTION 8. Adjustment of Number of Shares. In the event that a
dividend shall be declared upon the shares of Common Stock payable in shares
of Common Stock, the number of shares of Common Stock then subject to any
Option granted hereunder and the number of shares reserved for issuance
pursuant to this Plan but not yet covered by an Option, shall be adjusted
by adding to each of such shares the number of shares which would be
distributable thereon if such share had been outstanding on the date fixed
for determining the stockholders entitled to receive such stock dividend.
In the event that the outstanding shares of Common Stock shall be changed
into or exchanged for a different number of kind of shares of stock or other
securities of the Company or of another corporation, whether through
reorganization, recapitalization, stock split-up, combination of shares,
merger or consolidation then there shall be substituted for each share of
Common Stock subject to any such Option and for each share of Common Stock
reserved for issuance pursuant to the Plan but not yet covered by an Option,
the Number and kind of shares of stock or other securities into which each
outstanding share of Common Stock shall be so changed or for which each such
share shall be exchanged; provided, however, that in the event that such
change of exchange results from a merger or consolidation, and in the
judgment of the Committee such substitution cannot be effected or would be
inappropriate, or if the Company shall sell all or substantially all of its
assets, the Company shall use reasonable efforts to effect some other
adjustment of each then outstanding Option which the Committee, in its sole
discretion, shall deem equitable. In the event that there shall be any
change, other than as specified above in this Section 8, in the number of
kind of outstanding shares of Common Stock, then if the Committee shall
determine that such change equitably requires an adjustment in the number
or kind of shares theretofore reserved for issuance pursuant to the Plan but
not yet covered by an Option and of the shares of Common Stock then subject
to an Option or Options, such adjustment shall be made by the Committee and
shall be effective and binding for all purposes of this Plan and of each
Stock Option Agreement. In the case of any such substitution or adjustment
as provided for in this Section, the Option price in each Stock Option
Agreement for each share covered thereby prior to such substitution or
adjustment will be the Option price for all shares of stock or other
securities which shall have been substituted for such shares or to which
such share shall have been adjusted pursuant to this Section. No adjustment
or substitution provided for in this Section 8 shall require the Company,
in any Stock Option Agreement, to sell a fractional share, and the total
substitution or adjustment with respect to each Stock Option Agreement shall
be limited accordingly.
SECTION 9. Amendments. This Plan may be terminated or amended from
time to time by vote of the Board of Directors, without the approval of the
stockholders of the Company to the extent allowed by law. No amendment or
termination of the Plan shall in any manner affect any Option theretofore
granted without the consent of the Optionee, except that the Board of
Directors may amend the Plan in a manner that does affect Options
theretofore granted upon a finding by the Board of Directors that such
amendment is in the best interest of holders of outstanding Options affected
thereby.
SECTION 10. Change in Control. Notwithstanding the provisions of
the Plan or any Option Agreement evidencing Options granted hereunder, upon
a Change in Control of the Company (as defined below) all outstanding
Options shall become fully exercisable and all restrictions thereon shall
terminate in order that Optionees may fully realize the benefits thereunder.
Further, in addition to the Committee's authority set forth in Section 5,
the Committee, as constituted before such Change in Control, is authorized,
and has sole discretion, as to any Option, either at the time such Option
is granted hereunder or any time thereafter, to take any one or more of the
following actions: (a) provide for the purchase of any such Option, upon the
Optionee's request, for an amount of cash equal to the difference between
the exercise price and the then Fair Market Value of the Common Stock
covered thereby had such Option been currently exercisable; (b) make such
adjustment to any such Option then outstanding as the Committee deems
appropriate to reflect such Change in Control; and (c) cause any such Option
then outstanding to be assumed, by the acquiring or surviving corporation,
after such Change in Control.
For purposes of this Plan, a "Change in Control" of the Company shall be
deemed to have occurred if or upon:
(a) The acquisition by any individual, entity or group (a "Person"),
including any "person" within the meaning of Sections 13(d)(3) or 14(d)(2)
of the 1934 Act, of beneficial ownership within the meaning of Rule 13d-3
promulgated under the 1934 Act of 20% or more of either (i) the then
outstanding shares of Common Stock of the Company (the "Outstanding Company
Common Stock") or (ii) the combined voting power of the then outstanding
securities of the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities"); provided, however,
that the following acquisitions shall not constitute a Change of Control:
(A) any acquisition resulting directly from the conversion of shares of
Northern Illinois Common Stock into shares of Common Stock pursuant to the
Agreement and Plan of Merger, dated January 22, 1996, among the Company,
Premier Financial Services, Inc. and Northern Illinois Financial
Corporation, as amended by the First Amendment thereto, dated March 18,
1996, and the Second Amendment thereto, dated as of August 15, 1996 the
"Merger Agreement"), (B) any subsequent acquisition of shares of Common
Stock acquired pursuant to the Merger Agreement that is permitted under
Section 1(b) of the Rights Agreement, dated as of July 8, 1996, between the
Company and Premier Trust Services, Inc. (the "Rights Agreement"), without
rendering the Person effecting such acquisition an "Acquiring Person" for
purposes of the Rights Agreement, (C) any acquisition directly from the
Company (excluding any acquisition resulting from the exercise of a
conversion or exchange privilege in respect of outstanding convertible or
exchangeable securities), (D) any acquisition by the Company, (E) any
acquisition by an employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company or
(F) any acquisition by any corporation pursuant to a reorganization, merger
or consolidation involving the Company, if immediately after such
reorganization, merger or consolidation, each of the conditions described
in clauses (i), (ii) and (iii) of subsection (3) of this Section 8 shall be
satisfied; and provided further that, for purposes of clause (D), if any
Person (other than the Company or any employee benefit plan (or related
trust) sponsored or maintained by the Company or any corporation controlled
by the Company) shall become the beneficial owner of 20% or more of the
Outstanding Company Common Stock or 20% or more of the Outstanding Company
Voting Securities by reason of an acquisition by the Company and such Person
shall, after such acquisition by the Company, become the beneficial owner
of any additional shares of the Outstanding Company Common Stock or any
additional Outstanding Company Voting Securities and such beneficial
ownership is publicly announced, such additional beneficial ownership shall
constitute a Change in Control:
(b) individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority
of such Board; provided, however, that any individual who becomes a director
of the Company subsequent to the date hereof whose election, or nomination
for election by the Company's stockholders, was approved by the vote of at
least a majority of the directors then comprising the Incumbent Board shall
be deemed to have been a member of the Incumbent Board; and provided
further, that no individual who was initially elected as a director of the
Company as a result of an actual or threatened election contest, as such
terms are used in Rule 14a-11 of Regulation 14A promulgated under the 1934
Act, or any other actual or threatened solicitation of proxies or consents
by or on behalf of any Person other than the Board shall be deemed to have
been a member of the Incumbent Board;
(c) approval by the stockholders of the Company of a reorganization, merger
or consolidation unless, in any such case, immediately after such
reorganization, merger or consolidation, (i) more than 60% of the then
outstanding shares of common stock of the corporation resulting from such
reorganization, merger or consolidation and more than 60% of the combined
voting power of the then outstanding securities of such corporation entitled
to vote generally in the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the individuals or
entities who were the beneficial owners, respectively, of the Outstanding
Company Common Stock and the Outstanding Company Voting Securities
immediately prior to such reorganization, merger or consolidation and in
substantially the same proportions relative to each other as their
ownership, immediately prior to such reorganization, merger or
consolidation, of the Outstanding Company Common Stock and the Outstanding
Company Voting Securities, as the case may be, (ii) no Person (other than
the Company, any employee benefit plan (or related trust) sponsored or
maintained by the Company or the corporation resulting from such
reorganization, merger or consolidation (or any corporation controlled by
the Company) and any Person which beneficially owned, immediately prior to
such reorganization, merger or consolidation, directly or indirectly, 20%
or more of the Outstanding Company Common Stock or the Outstanding Company
Voting Securities, as the case may be) beneficially owns, directly or
indirectly, 20% or more of the then outstanding shares of common stock of
such corporation or 20% or more of the combined voting power of the then
outstanding securities of such corporation entitled to vote generally in the
election of directors and (iii) at least a majority of the members of the
board of directors of the corporation resulting from such reorganization,
merger or consolidation were members of the Incumbent Board at the time of
the execution of the initial agreement or action of the Board providing for
such reorganization, merger or consolidation; or
(d) approval by the stockholders of the Company of (i) a plan of complete
liquidation or dissolution of the Company or (ii) the sale or other
disposition of all or substantially all of the assets of the Company other
than to a corporation with respect to which, immediately after such sale or
other disposition, (A) more than 60% of the then outstanding shares of
common stock thereof and more than 60% of the combined voting power of the
then outstanding securities thereof entitled to vote generally in the
election of directors is then beneficially owned, directly or indirectly,
by all or substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company Common Stock and
the Outstanding Company Voting Securities immediately prior to such sale or
other disposition and in substantially the same proportions relative to each
other as their ownership, immediately prior to such sale or other
disposition, of the Outstanding Company Common Stock and the Outstanding
Company Voting Securities, as the case may be, (B) no Person (other than the
Company, any employee benefit plan (or related trust) sponsored or
maintained by the Company or such corporation (or any corporation controlled
by the Company) and any Person which beneficially owned immediately prior
to such sale or other disposition, directly or indirectly, 20% or more of
the Outstanding Company Common Stock or the Outstanding Company Voting
Securities, as the case may be) beneficially owns, directly or indirectly,
20% or more of the then outstanding shares of common stock thereof or 20%
or more of the combined voting power of the then outstanding securities
thereof entitled to vote generally in the election of directors and (C) at
least a majority of the members of the board of directors thereof were
members of the Incumbent Board at the time of the execution of the initial
agreement or action of the Board providing for such sale or other
disposition.
The Board of Directors may otherwise accelerate the Commencement Date for
the Exercise Period (as such terms are defined in the applicable Option
Agreement) of an Option or any part thereof at such other times or upon such
other occasions, including, but not limited to, anticipation of an event
described in Section 10 of the Plan, as the Board of Directors in its sole
discretion determines is appropriate.
SECTION 11. Effective Date. The Plan was adopted by the Board of
Directors of the Company on August 20, 1996, and authorized for submission
to the stockholders of the Company. If the Plan is approved by the
unanimous written consent of the stockholders or by the affirmative vote of
a majority of the shares of the voting stock of the Company entitled to be
voted by the holders of stock represented at a duly held stockholders'
meeting, it shall become effective, or be deemed to have become effective,
as of August 22, 1996. Options may be granted under the Plan prior, but
subject, to approval of the Plan by stockholders of the Company and, in each
such case, the date of grant shall be determined without reference to the
date of approval of the Plan by the stockholders of the Company.
SECTION 12. Termination. The Plan shall terminate as of August 22,
2006; provided however, that the Board of Directors may terminate the Plan
at any time prior thereto. Termination of the Plan shall not impair any of
the rights or obligations under any Option granted under the Plan without
the consent of the Optionee.
SECTION 13. Employment Status. The transfer of employment from the
Company to a Subsidiary of the Company, or from a Subsidiary to the Company,
or from a Subsidiary to another Subsidiary, shall not constitute a
termination of employment for the purpose of the Plan. Options granted
under the Plan shall not be affected by any change of status in connection
with the employment of the Optionee or by leave of absence authorized by the
Company or a Subsidiary.
SECTION 14. Proceeds from Sale of Stock. Proceeds from the sale
of Common Stock issued upon the exercise of Options granted pursuant to the
Plan shall be added to the general funds of the Company.
SECTION 15. Exemption from Liability. The members of the Committee
and of the Board of Directors of the Company and each of them, shall be free
from all liability, joint or several, for their acts, omissions and conduct,
and for the acts, omissions and conduct of their duly constituted agents,
in carrying out the responsibilities of said Board of Directors under the
Plan, and the Company shall indemnify and save them and each of them
harmless from the effects and consequences of their acts, omissions and
conduct in their official capacity, except to the extent that such effects
and consequences shall result from their own will full misconduct.
No member of the Committee shall, in the absence of bad faith, be
liable for any act or omission with respect to service on the Committee.
Service on the Committee shall constitute service as a Director of the
Company so that members of the Committee shall be entitled to
indemnification pursuant to the Company's Certificate of Incorporation and
by- laws.
SECTION 16. Right to Repurchase. In the event a person who has
acquired Common Stock pursuant to an Option granted under the Plan offers
to sell shares of such Stock, the Company shall have the first right of
purchase. Such person shall make a written offer to the Company and the
Company shall have first right of purchase, and if it exercises this right,
and so long as its stock is traded over-the-counter, the amount payable for
each share of Common Stock shall be the mean of the bid and ask prices as
of the most recently published quotation of the bid and ask prices prior to
the date of offer to sell as such published quotation is evidenced in the
Midwest Edition of The Wall Street Journal of such Stock. If the Company
wishes to exercise its right to purchase, the Company must express its
decision in a written statement signed by an official representative of the
Company and the statement must be delivered to the person offering the
Common Stock within two regular business days from the date the person
offers to sell the Stock.
SECTION 17. Governing Laws. The Plan shall be construed, administered
and governed in all respects under and by the Laws of the State of Illinois.
Each Option Agreement granted under the Plan shall be construed,
administered and governed in all respects under and by the laws of the State
of Illinois.
SECTION 18. Adoption by Subsidiaries. Any Subsidiary of the
Company may adopt the Plan by means of a resolution of such Subsidiary's
board of directors for the benefit of its key employees; provided, however,
such adoption must have a prior approval of the Board of Directors of the
Company as evidenced by a resolution of the Board.
SECTION 19. Taxes. At the time of the exercise of any Option, as a
condition of the exercise of such Option, the Company may require the
Optionee to pay the Company an amount equal to the amount of the tax the
Company or any Subsidiary may be required to withhold to obtain a deduction
for federal and state income tax purposes as a result of the exercise of
such Option by the Optionee or to comply with applicable law.
EXHIBIT 10.4
AMENDED
PREMIER FINANCIAL SERVICES, INC.
1995 NON-QUALIFIED STOCK OPTION PLAN
SECTION 1. Establishment. PREMIER FINANCIAL SERVICES, INC. (the
"Company"), a Delaware corporation, hereby establishes the Premier Financial
Services, Inc. 1995 Non-Qualified Stock Option Plan (the "Plan") pursuant
to which key employees of the Company and its Subsidiaries may be granted
options to purchase shares of common stock of the Company, par value $5.00
per share ("Common Stock").
SECTION 2. Purpose. The purpose of the Plan is to provide a means
whereby key employees of the Company or any Subsidiary may be given the
opportunity to purchase stock of the Company through options to acquire
Common Stock. The Plan is intended to advance the interests of the Company
by encouraging stock ownership or additional stock ownership by key
employees of the Company or any Subsidiary and to advance the interests of
the Company by strengthening its ability to hire and retain highly qualified
personnel, and to give such personnel added incentive to devote themselves
to future success of the Company. Options granted under this Plan
("Options") are not intended to qualify as incentive stock options within
the meaning of Section 422 of the Internal Revenue Code.
SECTION 3. Eligibility. All key employees of the Company or any of
its Subsidiaries, who have substantial management responsibilities and are
employed at the time of the adoption of this Plan or thereafter, shall be
eligible to be granted Options to purchase shares of Common Stock under this
Plan. Whether a key employee becomes an Optionee under this Plan shall be
determined in accordance with Section 6. A "Subsidiary" is any entity of
which the Company is the direct or indirect owner of not less than eighty
percent (80%) of all issued and outstanding equity interests.
SECTION 4. Number of Shares Covered by Options. The total number
of shares of Common Stock that may be issued and sold pursuant to Options
granted under this Plan initially shall be 200,000. The total number of
shares of Common Stock that may be available for Options under the Plan
shall be adjusted on January 1 of each calendar year, within the applicable
Period (as defined below), so that the total number of shares of Common
Stock that may be issued and sold under the Plan as of January 1 of each
calendar year within the Applicable Period shall be equal to four (4%) of
the outstanding shares of Common Stock of the Company on such date;
provided, however, that no such adjustment shall reduce the total number of
shares of Common Stock that my be issued and sold under the Plan below
200,000. For purposes of the preceding sentence, Applicable Period shall
be the ten-year period commencing on January 1, 1995 and ending on December
31, 2004. The Stock to be optioned under the Plan may be either authorized
and unissued shares or issued shares that shall have been reacquired by the
Company. Such shares are subject to adjustment in accordance with the
provisions of Section 8 hereof. The shares involved in the unexercised
portion of any terminated or expired Options under the Plan may again be
Optioned under the Plan.
SECTION 5. Administration. The Plan shall be administered by the
Compensation Committee of the Board of Directors of the Company (the
"Committee"). The Committee shall be comprised of two (2) or more members
of the Board. All members of the Committee shall satisfy the
"disinterested" administration requirements set forth in Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended (the "1934
Act"), or any successor rule or regulation. If at any time any member of
the Committee does not satisfy such disinterested administration
requirements, no Options shall be granted under this Plan to any person
until such time as all members of the Committee satisfy such requirements.
No person who is an officer or employee of the Company or any Subsidiary
shall be a member of the Committee.
No person, other than members of the Committee, shall have any
authority concerning decisions regarding the Plan. Subject to the express
provisions of this Plan, the Committee shall have sole discretion concerning
all matters relating to the Plan and Options granted hereunder. The
Committee, in its sole discretion, shall determine the key employees of the
Company and its Subsidiaries to whom, and the time or times at which Option
will be granted, the number of shares to be subject to each Option, the
expiration date of each Option, the time or times within which the Option
may be exercised, the cancellation of the Option (with the consent of the
holder thereof) and the other terms and conditions of the grant of the
Option. The terms and conditions of the Options need not be the same with
respect to each Optionee or with respect to each Option.
The Committee may, subject to the provisions of the Plan, establish
such rules and regulations as it deems necessary or advisable for the proper
administration of the Plan, and may make determinations and may take such
other action in connection with or in relation to the Plan as it deems
necessary or advisable. Each determination or other action made or taken
pursuant to the Plan, including interpretation of the Plan and the Specific
terms and conditions of the Options granted hereunder by the Committee shall
be final and conclusive for all purposes and upon all persons including, but
without limitation, the Company, its Subsidiaries, the Committee, the Board,
officers and the affected employees of the Company and/or its Subsidiaries
and their respective successors in interest.
SECTION 6. Granting of Options. Subject to the provisions of this
Plan, the Committee may, within ten years from the date this Plan is adopted
from time to time grant Options to any key employees ("Optionee") for such
number of shares of Common Stock and upon such terms and conditions as in
the judgment of the Committee shall be desirable. Nothing contained in this
Plan shall be deemed to give any employee any right to be granted an Option
to purchase shares of Common Stock except to the extent and upon such terms
and conditions as may be determined by the Committee.
SECTION 7. Terms of Options. Each Option granted under this Plan
shall be evidenced by an agreement ("Stock Option Agreement") that shall be
executed by the President of the Company and by the key employee to whom
such Option is granted, and shall be subject to the following terms and
conditions:
(a) The price at which each share of Common Stock covered by each
Option may be purchased shall be determined in each case on the date
of grant by the Committee, but shall not be less than the Fair Market
Value of shares of Common Stock at the time the Option is granted.
For purposes of this Section, the "Fair Market Value" of shares of
Common Stock on the date of grant shall be: (i) the average of the
high and low sales prices per share of Common Stock as reported on the
National Association of Securities Dealers Automated Quotations,
National Market System ("NASDAQ-NMS") on the date of grant; or (ii)
if no sales are reported for such date, the average of the bid and
asked prices per share of Common Stock as quoted on the NASDAQ-NMS on
the date of grant, or as otherwise determined by the Committee in its
discretion.
(b) Except as otherwise provided in the Plan or in any option
Agreement, the Optionee shall pay the purchase price of the shares of
Common Stock upon exercise of any Option: (i) in cash; (ii) in cash
received from a broker-dealer to whom the Optionee has submitted an
exercise notice consisting of a fully endorsed Option (however, in the
case of an Optionee subject to Section 16 of the 1934 Act, this
payment Option shall only be available to the extent such insider
complies with Regulation T issued by the Federal Reserve Board); (iii)
by delivering shares of Common Stock having an aggregate Fair Market
Value on the date of exercise equal to the Option exercise price; (iv)
by directing the Company to withhold such number of shares of Common
Stock otherwise issuable upon exercise of such Option having an
aggregate Fair Market Value on the date of exercise equal to the
Option exercise price; (v) by such other medium of payment as the
Committee, in its discretion, shall authorize at the time of grant;
or (vi) by any combination of (i), (ii), (iii), (iv) and (v). In the
case of an election pursuant to (i) or (ii) above, cash shall mean
cash or a check issued by a federally insured bank or savings and
loan, and made payable to the Company. In the case of payment
pursuant to (ii), (iii) or (iv) above, the Optionee's election must
be made on or prior to the date of exercise and shall be irrevocable.
In the case of an Optionee who is subject to Section 16 of the 1934
Act and who elects payment pursuant to (iv) above, the election must
be made in writing either: (A) within the ten (10) business days
beginning on the third business day following release of the Company's
quarterly or annual summary of earnings and ending on the twelfth
business day following such day; or (B) at least six (6) months prior
to the date of exercise of such Option. In lieu of a separate
election governing each exercise of an Option, an Optionee may file
a blanket election with the Committee which shall govern all future
exercises of Options until revoked by the Optionee. The Company shall
issue, in the name of the Optionee, stock certificates representing
the total number of shares of Common Stock issuable pursuant to the
exercise of any Option as soon as reasonably practicable after such
exercise, provided that any shares of Common Stock purchased by an
Optionee through a broker-dealer pursuant to clause (ii) above shall
be delivered to such broker-dealer in accordance with 12 C.F.R.
220.3(e)(4) or other applicable provision of law.
(c) Each Stock Option Agreement shall provide that such Option may
be exercised by the Optionee in such parts and at such times as may
be specified in such Agreement. Any Option granted hereunder shall
expire not later than the first to occur of the following:
(i) The expiration of ten years from the date such Option is
granted (hereinafter called the "Option Period").
(ii) The expiration of three months after the date of either:
(A) the retirement of the Optionee under any retirement plan of
the Company or any Subsidiary; or (B) the termination of the
employment of the Optionee with the Company or any Subsidiary
due to total and permanent disability. The Committee of the
Company may provide by resolution, however, that any terms of
this subparagraph (ii) of paragraph (c) shall not apply to any
Option or portion of an Option.
(iii) The expiration of the period of six months after the date
of the Optionee's death.
(iv) The expiration of the Option Period, by the person or
persons entitled to do so under the Optionee's will, or, if the
Optionee shall fail to make testamentary disposition of said
Option, or shall die intestate, by the Optionee's legal
representative or representatives.
(v) The termination of employment of the Optionee with the
Company or any Subsidiary for a reason other than those
expressed in subparagraphs (ii) and (iii) of this paragraph (c).
(d) Notwithstanding anything herein to the contrary, no Option
granted under the Plan prior to approval of the Plan by the
stockholders may be exercised before such approval, and in the event
this Plan is disapproved by the stockholders, then any Option granted
hereunder shall become null and void.
(e) Each Option and right granted under this Plan shall by its terms
be non-transferable by the Optionee except to their trust, by will or
by the laws of descent and distribution, or pursuant to a qualified
domestic relations order (as defined in the Employee Retirement Income
Security Act of 1974, as amended), and each Option or right shall be
exercisable during the Optionee's lifetime only by him.
Notwithstanding the preceding sentence, an Option Agreement may permit
an Optionee, at any time prior to his death, to assign all or any
portion an Option granted to him to: (i) his spouse or lineal
descendant; (ii) the trustee of a trust for the primary benefit of his
spouse or lineal descendant; or (iii) a partnership of which his
spouse and lineal descendants are the only partners. In such event,
the spouse, lineal descendant, trustee or partnership will be entitled
to all of the rights of the Optionee with respect to the assigned
portion of such Option, and such portion of the Option will continue
to be subject to all of the terms, conditions and restrictions
applicable to the Option, as set forth herein and in the related
Option Agreement immediately prior to the effective date of the
assignment. Any such assignment will be permitted only if; (i) the
Optionee does not receive any consideration therefore; and (ii) the
assignment is expressly permitted by the applicable Agreement as
approved by the Committee. Any such assignment shall be evidenced by
an appropriate written document executed by the Optionee, and a copy
thereof shall be delivered to the Company on or prior to the effective
date of the assignment.
(f) The Stock Option Agreement entered into pursuant hereto may
contain such other terms, provisions and conditions not inconsistent
herewith as shall be determined by the Committee including, without
limitation, provisions; (i) requiring the giving of satisfactory
assurances by the Optionee that the shares are purchased for
investment and not with a view to resale in connection with the
distribution of such shares, and will not be transferred in violation
of applicable securities laws; (ii) restricting the transferability
of such shares during a specific period; and (iii) requiring the
resale of such shares to the Company at the Option price if the
employment of the Optionee terminates prior to a specified time.
SECTION 7A. Deferral of Stock Option Gains. Any Optionee who is
eligible to participate in the Grand Premier Financial, Inc. Deferred
Compensation Plan, as amended and restated effective January 1, 1997 and
further amended on March 24, 1997 ("Deferred Compensation Plan"), may make
an election with respect to any Option granted to him under the Plan as
follows:
1. An Optionee may elect, with respect to an Option granted to him
under the Plan, to defer receipt of a number of shares of Common Stock
(and the related Stock Units described below) representing the excess
of (a) the number of shares of Common Stock purchased pursuant to the
exercise of such Option, over (b) a number of shares of Common Stock
with a Fair Market Value (as defined in Section 7) equal to the
purchase price of such Option.
2. A deferral election with respect to an Option pursuant to this
section must be made pursuant to a written instrument delivered by the
Optionee to the Committee at least 180 days prior to the exercise date
of such Option.
3. An election may be made pursuant to this section only if the
purchase price of the applicable Option is paid by the Optionee
pursuant to subsection 7(b) by delivering Common Stock acquired by the
Optionee at least 180 days prior to the exercise date of such Option.
4. To implement the exercise of an Option as described in clause
3 above, the Optionee shall provide a notarized statement to the
Committee that he is the sole owner of the shares of Common Stock
being delivered to pay the purchase price of such Option, and that
such shares of Common Stock were acquired at least 180 days prior to
the exercise date.
5. Upon exercise of an Option that is subject to a deferral
election pursuant to this section, the Company shall credit the
Optionee's Stock Option Deferral Account established under the
Deferred Compensation Plan with a number of Stock Units equal to the
number of shares of Common Stock whose receipt is deferred pursuant
to clause 1 above.
6. Upon exercise of an Option that is subject to a deferral
election pursuant to this section, the Company shall transfer to the
Trustee of the Trust Agreement Under the Grand Premier Financial, Inc.
Deferred Compensation Plan, dated January 31, 1997 ("Trust
Agreement"), a number of newly-issued shares of Common Stock equal to
the number of shares of Common Stock whose receipt is deferred
pursuant to clause 1 above. Said shares of Common Stock shall be
credited to a fully vested account maintained for the Optionee under
the Trust Agreement and shall be distributed to the Optionee, or to
his beneficiary in the event of his death, pursuant to the terms of
the Deferred Compensation Plan and the Trust Agreement.
7. An Optionee may make a deferral election with respect to one or
more specific Options granted to him under the Plan on or prior to the
date of the deferral election, or pursuant to a blanket election
applicable to all Options granted to him on or prior to the date of
the deferral election and all Options to be granted to him under the
Plan after the date of the deferral election.
8. A deferral election by an Optionee shall be irrevocable with
respect to each Option granted to him hereunder on or before the date
of his deferral election and that is subject to such deferral
election. A deferral election by an Optionee with respect to an
Option granted to him on or after the date of his deferral election
may be revoked by the Optionee, by written instrument delivered to the
Committee at least 180 days prior to the date of exercise of such
Option.
9. All deferred Stock Units and shares of Common Stock shall be
held, administered and distributed pursuant to the terms of the
Deferred Compensation Plan and the Trust Agreement.
10. The provisions of this section shall apply with respect to an
Option subject to a deferral election, notwithstanding any other
provision of the Plan. However, the other provisions of the Plan
shall apply with respect to such Option to the extent not inconsistent
with the provisions of this section.
SECTION 8. Adjustment of Number of Shares. In the event that a
dividend shall be declared upon the shares of Common Stock payable in shares
of Common Stock, the Number of shares of Common Stock then subject to any
Option granted hereunder and the number of shares reserved for issuance
pursuant to this Plan but not yet covered by an Option, shall be adjusted
by adding to each of such shares the number of shares which would be
distributable thereon if such share had been outstanding on the date fixed
for determining the stockholders entitled to receive such stock dividend.
In the event that the outstanding shares of Common Stock shall be changed
into or exchanged for a different number or kind of shares of stock or other
securities of the Company or of another corporation, whether through
reorganization, recapitalization, stock split-up, combination of shares,
merger or consolidation then there shall be substituted for each share of
Common Stock subject to any such Option and for each share of Common Stock
reserved for issuance pursuant to the Plan but not yet covered by an Option,
the number and kind of shares of stock or other securities into which each
outstanding share of Common Stock shall be so changed or for which each such
share shall be exchanged; provided, however, that in the event that such
change or exchange results from a merger or consolidation, and in the
judgment of the Committee such substitution cannot be effected or would be
inappropriate, or if the Company shall sell all or substantially all of its
assets, the Company shall use reasonable efforts to effect some other
adjustment of each then outstanding Option which the Committee, in its sole
discretion, shall deem equitable. In the event that there shall be any
change, other than as specified above in this Section 8, in the number of
kind of outstanding shares of Common Stock then if the Committee shall
determine that such change equitably requires an adjustment in the number
or kind of shares theretofore reserved for issuance pursuant to the Plan but
not yet covered by an Option and of the shares of Common Stock then subject
to an Option or Options, such adjustment shall be made by the Committee and
shall be effective and binding for all purposes of this Plan and of each
Stock Option Agreement. In the case of any such substitution or adjustment
as provided for in this Section, the Option price in each Stock Option
Agreement for each share covered thereby prior to such substitution or
adjustment will be the Option price for all shares of stock or other
securities which shall have been substitution or adjustment as provided for
in the Section, the Option price in each Stock Option Agreement for each
share covered thereby prior to such substitution or adjustment will be the
Option price for all shares of stock or other securities which shall have
been substituted for such shares or to which such share shall have been
adjusted pursuant to this Section. No adjustment or substitution provided
for in this Section 8 shall require the Company, in any Stock Option
Agreement, to sell a fractional share, and the total substitution or
adjustment with respect to each Stock Option Agreement shall be limited
accordingly.
SECTION 9. Amendments. This Plan may be terminated or amended from
time to time by vote of the Board of Directors, without the approval of the
stockholders of the Company to the extent allowed by law; provided, however,
that no Plan amendment shall be effective until approved by the stockholders
of the Company insofar as stockholder approval thereof is required in order
for the Plan to continue to satisfy the requirements of Rule 16b-3 under the
1934 Act.
No amendment or termination of the Plan shall in any manner affect any
Option theretofore granted without the consent of the Optionee, except that
the Board of Directors may amend the Plan in a manner that does affect
Options theretofore granted upon a finding by the Board of Directors that
such amendment is in the best interest of holders of outstanding Options
affected thereby.
SECTION 10. Change in Control. Notwithstanding the provisions of the
Plan or any Option Agreement evidencing Options granted hereunder upon a
Change in Control of the Company (as defined below) all outstanding Options
shall become fully exercisable and all restrictions thereon shall terminate
in order that Optionees may fully realize the benefits thereunder. Further,
in addition to the Committee's authority set forth in Section 5, the
Committee, as constituted before such Change in Control, is authorized, and
has sole discretion, as to any Option, either at the time such Option is
granted hereunder or any time thereafter, to take any one or more of the
following actions: (a) provide for the purchase of any such Option, upon the
Optionee's request, for an amount of cash equal to the difference between
the exercise price and the then Fair Market Value of the Common Stock
covered thereby had such Option been currently exercisable; (b) make such
adjustment to any such Option then outstanding as the Committee deems
appropriate to reflect such Change in Control; and (c) cause any such Option
then outstanding to be assumed, by the acquiring or surviving corporation,
after such Change in Control.
For purposes of this Plan, a "Change in Control" of the Company shall
be deemed to have occurred if or upon:
(a) The direct or indirect acquisition by a person, corporation or
other entity or group (within the meaning of Section 13(d)(3) of the
1934 Act, and the rules and regulations thereunder) thereof (an
"Acquirer"), of the beneficial ownership (within the meaning of
Section 13(d)(1) of the 1934 Act and the rules and regulations
thereunder) of shares of the Company which shall result in the
Acquirer having more than 20% of the votes that are entitled to be
cast at meetings of stockholders of the Company; or
(b) Continuing Directors cease to comprise a majority of the Board
of Directors of the Company (the "Board"), for which purpose a
"Continuing Director" shall mean (i) any individual who is (or was)
a member of the Board on (or prior to) January 1, 1995, and (ii) any
individual who thereafter becomes a member of the Board (A) who is not
an Acquirer described in clause (i) above or on affiliate or associate
or representative of such Acquirer, and (B) whose nomination for
election or election, to the Board is recommended or approved by
resolution of a majority of the Continuing Directors then members of
the Board, or who was included as a nominee in proxy statement of the
Company distributed when a majority of the Board consists of
Continuing Directors.
The Board of Directors may otherwise accelerate the Commencement Date
for the Exercise Period (as such terms are defined in the applicable
Option Agreement) of an Option or any part thereof at such other times
or upon such other occasions, including, but not limited to,
anticipation of an event described in Section 6 of the Plan, as the
Board of Directors in its sole discretion determines is appropriate.
SECTION 11. Effective Date. The Plan was adopted by the Board of
Directors of the Company on January 26, 1995, and authorized for submission
to the stockholders of the Company. If the Plan is approved by the
affirmative vote of a majority of the shares of the voting stock of the
Company entitled to be voted by the holders of stock represented at a duly
held stockholders' meeting, it shall be deemed to have become effective as
of January 26, 1995. Options may be granted under the Plan prior, but
subject, to approval of the Plan by stockholders of the Company and, in each
such case, the date of grant shall be determined without reference to the
date of approval of the Plan by the stockholders of the Company.
SECTION 12. Termination. The Plan shall terminate as of December 31,
2004; provided however, that the Board of Directors may terminate the Plan
at any time prior thereto. Termination of the Plan shall not impair any of
the rights or obligations under any Option granted under the Plan without
the consent of the Optionee.
SECTION 13. Employment Status. The transfer of employment from the
Company to a Subsidiary of the Company, or from a Subsidiary to the Company,
or from a Subsidiary to another Subsidiary, shall not constitute a
termination of employment for the purpose of the Plan. Options granted
under the Plan shall not be affected by any change of status in connection
with the employment of the Optionee or by leave of absence authorized by the
Company or a Subsidiary.
SECTION 14. Proceeds from Sale of Stock. Proceeds from the sale of
Common Stock issued upon the exercise of Options granted pursuant to the
Plan shall be added to the general funds of the Company.
SECTION 15. Exemption from Liability. The members of the Committee
and of the Board of Directors of the Company and each of them, shall be free
from all liability, joint or several, for their acts, omissions and conduct,
and for the acts, omissions and conduct of their duly constituted agents,
in carrying out the responsibilities of said Board of Directors under the
Plan, and the Company shall indemnify and save them and each of them
harmless from the effects and consequences of their acts, omissions and
conduct in their official capacity, except to the extent that such effects
and consequences shall result from their own will full misconduct.
No member of the Committee shall, in the absence of bad faith, be
liable for any act or omission with respect to service on the Committee.
Service on the Committee shall constitute service as a Director of the
Company so that members of the Committee shall be entitled to
indemnification pursuant to the Company's Certificate of Incorporation and
By-Laws.
SECTION 16. Right to Repurchase. In the event a person who has
acquired Common Stock Pursuant to an Option granted Under the Plan offers
to sell shares of such Stock, the Company shall have the first right of
purchase. Such person shall make a written offer to the Company and the
Company shall have first right of purchase, and if it exercises this right,
and so long as its stock is traded over-the-counter, the amount payable for
each share of Common Stock shall be the mean of the bid and ask prices as
of the most recently published quotation of the bid and ask prices prior to
the date of offer to sell as such published quotation is evidenced in the
Midwest Edition of The Wall Street Journal for such Stock. If the Company
wishes to exercise its right to purchase, the Company must express its
decision in a written statement signed by an official representative of the
Company and the statement must be delivered to the person offering the
Common Stock within two regular business days from the date the person
offers to sell the Stock.
SECTION 17. Governing Laws. The Plan shall be construed,
administered and governed in all respects under and by the Laws of the State
of Illinois. Each Option Agreement granted under the Plan shall be
construed, administered and governed in all respects under and by the laws
of the State of Illinois.
SECTION 18. Adoption by Subsidiaries. Any Subsidiary of the Company
may adopt the Plan by means of a resolution of such Subsidiary's board of
directors for the benefit of its key employees; provided, however, such
adoption must have a prior approval of the Board of Directors of the Company
as evidenced by a resolution of the Board.
SECTION 19. Taxes. At the time of the exercise of any Option, as a
condition of the exercise of such Option, the Company may require the
Optionee to pay the Company an amount equal to the amount of the tax the
Company or any Subsidiary may be required to withhold to obtain a deduction
for federal and state income tax purposes as a result of the exercise of
such Option by the Optionee or to comply with applicable law.
EXHIBIT 10.5
AMENDED
PREMIER FINANCIAL SERVICES, INC.
1988 NON-QUALIFIED STOCK OPTION PLAN
SECTION 1. Establishment. There is hereby established the 1988 Non-
Qualified Stock Option Plan pursuant to which key employees of PREMIER
FINANCIAL SERVICES, INC. (The "Company"), a Delaware corporation, and its
Subsidiaries may be granted options to purchase shares of common stock of
the Company, par value $5.00 per share ("Common Stock").
SECTION 2. Purpose. The purpose of the Plan is to provide a means
whereby key employees of the Company or any Subsidiary may be given the
opportunity to purchase stock of the Company under Options. The Plan is
intended to advance the interests of the Company by encouraging stock
ownership or additional stock ownership by key employees of the Company or
any Subsidiary and to advance the interests of the Company by strengthening
its ability to hire and retain highly qualified personnel and to give such
personnel added incentive.
SECTION 3. Eligibility. All key employees of the Company or any of
its Subsidiaries, who have substantial management responsibilities and are
employed at the time of the adoption of this Plan or thereafter, shall be
eligible to be granted Options to purchase shares of Common Stock under this
Plan. Whether a key employee becomes an Optionee under this Plan shall be
determined in accordance with Section 5.
SECTION 4. Number of Shares Covered by Options. The total number
of shares which may be issued and sold pursuant to Options granted under
this Plan shall be 100,000 shares of the Company's Common Stock. The Stock
to be optioned under the Plan may be either authorized and unissued shares
or issued shares which shall have been reacquired by the Company. Such
shares are subject to adjustment in accordance with the provisions of
Section 7 hereof. The shares involved in the unexercised portion of any
terminated or expired Options under the Plan may again be Optioned under the
Plan.
SECTION 5. Granting of Options. Subject to the provisions of this
Plan, the Bord of Directors of the Company ("Board of Directors") may,
within ten years from the date this Plan is adopted from time to time grant
options to any key employee ("Optionee") for such number of shares of Common
Stock and upon such terms and conditions as in the judgment of the Board of
Directors shall be desirable. Nothing contained in this Plan shall be
deemed to give any employee any right to be granted an option to purchase
shares of Common Stock except to the extent and upon such terms and
conditions as may be determined by the Board of Directors. The vote of any
person who is eligible for an option pursuant to Sectin 3 of the Plan shall
not be counted in calculating the total number of Directors of the Company
voting in favor of or against any matter relating to any option granted or
to be granted hereunder to such person.
SECTION 6. Terms of Options. Each Option granted under this Plan
shall be evidenced by an agreement ("Stock Option Agreement") which shall
be executed by the President of the Company and by the employee to whom such
Option is granted, and shall be subject to the following terms and
conditions:
(a) The price at which each share of Common Stock covered by each
option may be purchased shall be determined in each case on the date
of grant by the Board of Directors, but shall not be less than the
fair market value of shares of Common Stock at the time the option is
granted. For purposes of this Section, the fair market value of
shares of Common Stock on any day shall be the bid price of a share
of Common Stock the over-the-counter market as reported on the date
of grant in the Midwest Edition of The Wall Street Journal, or, if
there is no sale in the ove-the-counter market on such day, such fair
market value shall be the average of (i) the bid price on the day
immediately preceding such day on which there was a sale and (ii) the
bid price on the day next succeeding such day on which there is a
sale, or as otherwise determined by the Board of Directors in its
discretion.
(b) The option price of the shares to be purchased pursuant to each
option shall be paid in full in cash at the time of the exercise of
the option and prior to the issuance of any Stock purchased pursuant
thereto.
(c) Each Stock Option Agreement shall provide that such Option may
be exercised by the Optionee in such parts and at such times as may
be specified in such Agreement. Any Option granted hereunder shall
expire not later than the first to occur of the following:
(i) The expiration of ten years from the date such Option is
granted (hereinafter called the "Option Period").
(ii) The expiration of three months after the date of either:
(A) the retirement of the Optionee under any retirement plan of
the Company or any Subsidiary; or (B) the termination of the
employment of the Optionee with the Company or any Subsidiary
due to total and permanent disability. The Board of Directors
of the Company may provide by resolution, however, that any
terms of this subparagraph (ii) of paragraph (c) shall not apply
to any Option or portion of an Option.
(iii) The expiration of the period of six months after the date
of the Optionee's death.
(iv) The expiration of the Option Period, by the person or
persons entitled to do so under the Optionee's will, or, if the
Optionee shall fail to make testamentary disposition of said
Option, or shall die intestate, by the Optionee's legal
representative or representatives.
(v) The termination of employment of the Optionee with the
Company or any Subsidiary for a reason other than those
expressed in subparagraphs (ii) and (iii) of this paragraph (c).
(d) Notwithstanding anything herein to the contrary, no Option
granted under the Plan prior to approval of the Plan by the
stockholders may be exercised before such approval, and in the event
this Plan is disapproved by the stockholders, then any Option granted
hereunder shall become null and void.
(e) Each option and right granted under this Plan shall by its terms
be non-transferable by the Optionee except to their trust, or by will
or by the laws of descent and distribution, and each option or right
shall be exercisable during the Optionee's lifetime only by him.
(f) The Stock Option Agreement entered into pursuant hereto may
contain such other terms, provisions and conditions not inconsistent
herewith as shall be determined by the Board of Directors including,
without limitation, provisions; (i) requiring the giving of
satisfactory assurances by the Optionee that the shares are purchased
for investment and not with a view to resale in connection with the
distribution of such shares, and will not be transferred in violation
of applicable securities laws; (ii) restricting the transferability
of such shares during a specific period; and (iii) requiring the
resale of such shares to the Company at the Option price if the
employment of the Optionee terminates prior to a specified time.
SECTION 6A. Deferral of Stock Option Gains. Any Optionee who is
eligible to participate in the Grand Premier Financial, Inc. Deferred
Compensation Plan, as amended and restated effective January 1, 1997 and
further amended on March 24, 1997 ("Deferred Compansation Plan"), may make
an election with respect to any option granted to him under the Plan as
follows:
1. An Optionee may elect, with respect to an option granted to him
under the Plan, to defer receipt of a number of shares of Common Stock
and the related Stock Units described below) representing the excess
of (a) the number of shares of Common Stock purchased pursuant to the
exercise of such option, over (b) a number of shares of Common Stock
with a Fair Market Value (as defined in Section 6) equal to the option
price of such option.
2. A deferral election with respect to an option pursuant to this
section must be made pursuant to a written instrument delivered by the
Optionee to the Company at least 180 days prior to the exercise date
of such option.
3. An election may be made pursuant to this section only if the
option price of the applicable option is paid by the Optionee pursuant
to subsection 6(b) by delivering Common Stock acquired by the Optionee
at least 180 days prior to the exercise date of such option.
4. To implement the exercise of an option as described in clause
3 above, the Optionee shall provide a notarized statement to the
Company that he is the sole owner of the shares of Common Stock being
delivered to pay the option price of such option, and that such shares
of Common Stock were acquired at least 180 days prior to the exercise
date.
5. Upon exercise of an option that is subject to a deferral
election pursuant to this section, the Company shall credit the
Optionee's Stock Optio Deferral Account established under th Deferred
Compensation Plan with a number of Stock Units equal to the number of
shares of Common Stock whose receipt is deferred pursuant to clause
1 above.
6. Upon exercise of an option that is subject to a deferral
election pursuant to this section, the Company shall transfer to the
Trustee of the Trust Agreement Under the Grand Premier Financial, Inc.
Deferred Compensation Plan, dated January 31, 1997 ("Trust
Agreement"), a number of newly-issued shares of Common Stock equal to
the number of shares of Common Stock whose receipt is deferred
pursuant to clause 1 above. Said shares of Common Stock shall be
credited to a fully vested account maintained for the Optionee under
the Trust Agreement and shall be distributed to the Optionee, or to
his beneficiary in the event of his death, pursuant to the terms of
the Deferred Compensation Plan and the Trust Agreement.
7. An Optionee may make a deferral election with respect to one or
more specific options granted to him under the Plan on or prior to the
date of the deferral election, or pursuant to a blanket election
applicable to all options granted to him on or prior to the date of
the deferral election and all options to be granted to him under the
Plan after the date of the deferral election.
8. A deferral election by an Optionee shall be irrevocable with
respect to each option granted to him hereunder on or before the date
of his deferral election and that is subject to such deferral
election. A deferral election by an Optionee with respect to an
option granted to him on or after the date of his deferral election
may be revoked by the Optionee, by written instrument delivered to the
Company at least 180 days prior to the date of exercise of such
option.
9. All deferred Stock Units and shares of Common Stock shall be
held, administered and distributed pursuant to the terms of the
Deferred Compensation Plan and the Trust Agreement.
10. The provisions of this section shall apply with respect to an
option subject to a deferral election, notwithstanding any other
provision of the Plan. However, the other provisions of the Plan
shall apply with respect to such option to the extent not inconsistent
with the provisions of this section.
SECTION 7. Adjustment of Number of Shares. In the event that a
dividend shall be declared upon the shares of Common Stock payable in shares
of Common Stock, the Number of shares of Common Stock then subject to any
Option granted hereunder and the number of shares reserved for issuance
pursuant to this Plan but not yet covered by an Option, shall be adjusted
by adding to each of such shares the number of shares which would be
distributable thereon if such share had been outstanding on the date fixed
for determining the stockholders entitled to receive such stock dividend.
In the event that the outstanding shares of Common Stock shall be changed
into or exchanged for a different number or kind of shares of stock or other
securities of the Company or of another corporation, whether through
reorganization, recapitalization, stock split-up, combination of shares,
merger or consolidation then there shall be substituted for each share of
Common Stock subject to any such Option and for each share of Common Stock
reserved for issuance pursuant to the Plan but not yet covered by an Option,
the number and kind of shares of stock or other securities into which each
outstanding share of Common Stock shall be so changed or for which each such
share shall be exchanged; provided, however, that in the event that such
change or exchange results from a merger or consolidation, and in the
judgment of the Board of Directors such substitution cannot be effected or
would be inappropriate, or if the Company shall sell all or substantially
all of its assets, the Company shall use reasonable efforts to effect some
other adjustment of each then outstanding Option which the Board of
Directors, in its sole discretion, shall deem equitable. In the event that
there shall be any change, other than as specified above in this Section 7,
in the number of kind of outstanding shares of Common Stock then if the
Board of Directors shall determine that such change equitably requires an
adjustment in the number or kind of shares theretofore reserved for issuance
pursuant to the Plan but not yet covered by an Option and of the shares of
Common Stock then subject to an Option or Options, such adjustment shall be
made by the Board of Directors and shall be effective and binding for all
purposes of this Plan and of each Stock Option Agreement. In the case of
any such substitution or adjustment as provided for in this Section, the
Option price in each Stock Option Agreement for each share covered thereby
prior to such substitution or adjustment will be the option price for all
shares of stock or other securities which shall have been substituted for
such shares or to which such share shall have been adjusted pursuant to this
Section. No adjustment or substitution provided for in this Section 7 shall
require the Company, in any Stock Option Agreement, to sell a fractional
share, and the total substitution or adjustment with respoect to each Stock
Option Agreement shall be limited accordingly.
SECTION 8. Administration. The Board of Directors of the Company
shall interpret the Plan and may prescribe, amend and rescind rules and
regulations relating to the Plan by majority vote of those Directors who are
disinterested parties to the Plan. In addition to determining the terms and
conditions of the respective Option Agreements it shall make all other
determinations deemed necessary or advisable for the administration of the
Plan; provided, that any such determination shall not be inconsistent with
the provisions of this plan.
SECTION 9. Amendments. This plan may be terminated or amended from
time to time by vote of the Board of Directors; provided, however, that no
amendment which shall increase the total number of shares which may be
issued and sold pursuant to options granted under this Plan, nor any
amendment that materially modifies the requirements contained in SECTION 3.
Eligibility hereof, shall be effective without the approval of stockholders.
SECTION 10. Effective Date and Stockholder Approval. The Plan
becomes initially effective upon adoption by the Board of Directors of the
Company, subject, however, to approval at the next annual meeting of the
stockholders, or at any prior meeting of the stockholders at which the Plan
is submitted for approval.
SECTION 11. Termination. The Plan shall terminate as of January 28,
1998; provided however, that the Board of Directors may terminate the Plan
at any time prior thereto. Termination of the Plan shall not impair any of
the rights or obligations under any Option granted under the Plan without
the consent of the Optionee.
SECTION 12. Employment Status. The transfer of employment from the
Company to a Subsidiary of the Company, or from a Subsidiary to the Company,
or from a Subsidiary to another Subsidiary, shall not constitute a
termination of employment for the purpose of the Plan. Options granted
under the Plan shall not be affected by any change of status in connection
with the employment of the Optionee or by leave of absence authorized by the
Company or a Subsidiary.
SECTION 13. Proceeds from Sale of Stock. Proceeds from the sale of
Stock issued upon the exercise of Options granted pursuant to the Plan shall
be added to the general funds of the Company.
SECTION 14. Exemption from Liability. The members of the Board of
Directors of the Company and each of them, shall be free from all liability,
joint or several, for their acts, omissions and conduct, and for the acts,
omissions and conduct of their duly constituted agents, in carrying out the
responsibilities of said Board of Directors under the Plan, and the Company
shall indemnify and save them and each of them harmless from the effects and
consequences of their acts, omissions and conduct in their official
capacity, except to the extent that such effects and consequences shall
result from their own will full misconduct.
SECTION 15. Right to Repurchase. In the event a person who has
acquired Common Stock Pursuant to an Option granted Under the Plan offers
to sell shares of such Stock, the Company shall have the first right of
purchase. Such person shall make a written offer to the Company and the
Company shall have first right of purchase, and if it exercises this right,
and so long as its stock is traded over-the-counter, the amount payable for
each share of Stock shall be the mean of the bid and ask prices as of the
most recently published quotation of the bid and ask prices prior to the
date of offer to sell as such published quotation is evidenced in the
Midwest Edition of The Wall Street Journal for such Stock. If the Company
wishes to exercise its right to purchase, the Company must express its
decision in a written statement signed by an official representative of the
Company and the statement must be delivered to the person offering the Stock
within two regular business days from the date the person offers to sell the
Stock.
SECTION 16. Governing Laws. The Plan shall be construed,
administered and governed in all respects under and by the Laws of the State
of Illinois. Each Option Agreement granted under the Plan shall be
construed, administered and governed in all respects under and by the laws
of the State of Illinois.
SECTION 17. Date by Adoption. This Plan was adopted by the Board of
Directors of the Company on January 28, 1988, which is the efective date of
the Plan.
SECTION 18. Adoption of Subsidiaries. Any subsidiary of the Company
may adopt the plan by means of a resolution of such subsidiary's board of
directors for the benefit of its key employees; provided, however, such
adoption must have a prior approval of the Board of Directors of the Company
as evidenced by a resolution of the Board.
EXHIBIT 13
1997 Annual Report
Grand Premier Financial, Inc.
Contents
Corporate Message to the Shareholders 1
Independent Auditors' Report 2
Consolidated Balance Sheets 3
Consolidated Statements of Earnings 4
Consolidated Statements of Cash Flows 5
Consolidated Statements of Changes in
Stockholders' Equity 7
Notes to Consolidated Financial Statements 8
Management's Discussion and Analysis of
Financial Condition and Results of Operations 25
Supplementary Business and Stock Information 36
Five Year Summary of Selected Financial Data 37
Board of Directors and Executive Officers 38
Corporate Message to Shareholders
Although our roots go back a long way, 1997 was our first full year as
Grand Premier Financial, Inc (GPFI). During 1997, the company focused
its efforts on an aggressive plan to expand our catalogue of financial
services while combining all of our offices under the Grand National Bank
name. The plan involved converting to one computer and customer service
platform, adopting common products and pricing, establishing common job
descriptions and expectations, and setting service standards for the
company, all with a goal of improving operating efficiency and providing
value added service to our customers. We have essentially completed this
aggressive plan and look forward to the benefits these changes and
improvements should afford.
We are particularly pleased with the marketplace acceptance of our
company. The closing market price for GPFI at year end 1997 was $14.25
per share, up from $10.00 per share at year end 1996. That increase
represents a value improvement of over 40% for the year.
Our entire organization heads into 1998 with an optimistic outlook. With
most of the combining of our systems complete, we can focus our efforts
on customers and markets we serve. Our staff is excited about having the
combination work behind us and being able to concentrate on taking
exceptional care of our customers.
Your Company realized an improvement in earnings in 1997. Net earnings
for the year totaled just under $17.0 million, or $.80 per diluted share,
a 27.4% increase over the $13.3 million, or $.62 per diluted share earned
in 1996.
Thank you for your support. We will continue to work hard to merit your
confidence in us.
/s/ Richard L. Geach
Richard L. Geach, Chairman of the Board and
Chief Executive Officer
/s/ Robert W. Hinman
Robert W. Hinman, President and Chief Operating Officer
/s/ David L. Murray
David L. Murray, Senior Executive Vice President and
Chief Financial Officer
Independent Auditors' Report
The Board of Directors
Grand Premier Financial, Inc.
We have audited the accompanying consolidated balance sheets of
Grand Premier Financial, Inc. and subsidiaries as of December 31, 1997
and 1996 and the related consolidated statements of earnings, changes in
stockholders' equity and cash flows for the years then ended. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
Grand Premier Financial, Inc. and subsidiaries at December 31, 1997 and
1996 and the results of their operations and their cash flows for the
years then ended in conformity with generally accepted accounting
principles.
We previously audited and reported on the consolidated statements
of earnings, changes in stockholders' equity and cash flows of Premier
Financial Services, Inc. for the year ended December 31, 1995, prior to
their restatement for the 1996 pooling of interests. The contribution of
Premier Financial Services, Inc. and subsidiaries to stockholders'
equity, interest income and net income represented 39.8%, 40.8%, and
36.8% of the respective restated totals for the year ended December 31,
1995. Separate consolidated financial statements of the other company
included in the December 31, 1995 restated consolidated statements of
earnings, changes in stockholders' equity and cash flows for the year
ending December 31, 1995 were audited separately by other auditors whose
report thereon dated January 31, 1996, expressed an unqualified opinion
on those statements.
We also audited the combination of the accompanying consolidated
statements of earnings, changes in stockholders' equity and cash flows
for the year ended December 31, 1995 after restatement for the 1996
pooling of interests; in our opinion, such consolidated statements have
been properly combined on the basis described in Note 2 of the notes to
the consolidated financial statements.
KPMG Peat Marwick LLP
Chicago, Illinois
January 27, 1998
Consolidated Balance Sheets
December 31, 1997 and 1996
(000's omitted except per share data)
1997 1996
Assets
Cash & non-interest bearing deposits $ 63,502 $ 49,441
Interest bearing deposits 159 3,114
Federal funds sold - 13,400
Cash and cash equivalents 63,661 65,955
Securities available for sale, at fair value 454,400 535,687
Securities purchased under agreement to resell 19,922 4,405
Loans 1,028,863 966,324
Less: Unearned discount (991) (842)
Allowance for possible loan losses (15,404) (10,116)
Net loans 1,012,468 955,366
Bank premises & equipment 35,154 33,321
Excess cost over fair value
of net assets acquired 16,885 18,489
Accrued interest receivable 12,994 12,264
Other assets 30,896 17,051
Total assets $1,646,380 $1,642,538
Liabilities & stockholders' equity
Non-interest bearing deposits $ 187,943 $ 211,015
Interest bearing deposits 1,142,588 1,206,379
Deposits 1,330,531 1,417,394
Short-term borrowings 47,598 23,486
Long-term borrowings 70,000 30,000
Other liabilities 25,736 13,569
Liabilities $1,473,865 $1,484,449
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 1997 1996
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 98,781 89,154
Unrealized gain on securities available
for sale, net of tax 14,549 9,815
Stockholders' Equity 172,515 158,089
Total liabilities & stockholders' equity $1,646,380 $1,642,538
See accompanying notes to consolidated financial statements.
Consolidated Statements of Earnings
Years ended December 31, 1997, 1996 and 1995
(000's omitted except per share data)
1997 1996 1995
Interest income
Interest & fees on loans $ 90,192 $ 79,816 $ 73,108
Interest & dividends on
investment securities:
Taxable 21,873 26,514 27,680
Exempt from federal income tax 7,771 7,142 6,880
Other interest income 785 898 1,114
Interest income 120,621 114,370 108,782
Interest expense
Interest on deposits 52,266 52,258 48,248
Interest on short-term borrowings 2,404 3,482 4,845
Interest on long-term borrowings 2,496 818 448
Interest expense 57,166 56,558 53,541
Net interest income 63,455 57,812 55,241
Provision for possible loan losses 9,700 2,875 1,435
Net interest income after provision
for possible loan losses 53,755 54,937 53,806
Other income
Service charges on deposits 5,715 5,732 5,322
Trust fees 3,207 2,875 2,928
Investment securities gains, net 7,669 3,838 4,046
Other operating income 4,504 5,271 4,879
Other income 21,095 17,716 17,175
Other expenses
Salaries 20,052 21,972 19,424
Pension, profit sharing & other
employee benefits 4,149 4,643 4,674
Net occupancy of bank premises 4,686 4,676 4,544
Furniture & equipment 3,772 3,050 2,773
Federal deposit insurance premiums 161 95 1,455
Write-down of real estate held for
development - 2,506 -
Other 17,392 17,109 14,926
Other expenses 50,212 54,051 47,796
Earnings before income taxes 24,638 18,602 23,185
Income tax expense 7,668 5,285 6,156
Net earnings $ 16,970 $ 13,317 $ 17,029
Earnings per share
Basic $.81 $.62 $.80
Diluted $.80 $.62 $.79
See accompanying notes to consolidated financial statements.
Consolidated Statements of Cash Flows
Years ended December 31, 1997, 1996 and 1995
(000's omitted)
1997 1996 1995
Cash flows from operating activities:
Net earnings $ 16,970 $ 13,317 $ 17,029
Adjustments to reconcile net earnings to
net cash from operating activities:
Amortization net, related to:
Investment securities 1,034 1,260 2,212
Excess of cost over net assets acquired 1,604 1,738 1,592
Other 771 (133) 357
Depreciation 3,569 3,059 3,197
Provision for possible loan losses 9,700 2,875 1,435
Write-down of real-estate
held for development - 2,506 -
Gain on sale related to:
Investment securities (7,669) (3,838) (4,046)
Loans sold to secondary market (264) (185) (222)
Loans originated for sale (29,567) (38,163) (26,565)
Loans sold to secondary market 29,567 38,163 26,565
Deferred income tax expense (4,425) (5,165) (5,478)
Change in:
Other assets (13,248) (932) (2,054)
Other liabilities 11,966 1,473 1,453
Net cash from operating activities 20,008 15,975 15,475
Cash flows from investing activities:
Purchase of securities held to maturity - - (8,888)
Purchase of securities available for sale (116,304) (304,580) (342,354)
Proceeds from:
Maturities of securities held to maturity - - 11,550
Maturities of securities available for sale 104,225 227,389 164,060
Sales of securities available for sale 107,833 142,485 178,984
Net increase in loans (67,055) (92,395) (114,298)
Purchase of bank premises & equipment (5,656) (4,224) (2,549)
Increase in securities under
resale agreements (15,517) (4,405) -
Net cash from investing activities 7,526 (35,730) (113,495)
Cash flows from financing activities:
Net increase (decrease) in:
Deposits (86,863) 65,737 86,262
Short term borrowings 24,112 (64,746) 5,385
Long term borrowings 40,000 18,412 5,850
Purchase of treasury stock - - (1,374)
Reissuance of treasury stock - - 149
Exercised stock options 65 330 51
Redemption of preferred stock - (5,000) -
Cash paid out for fractional shares - (4) -
Cash dividends paid (7,142) (6,322) (4,864)
Net cash from financing activities (29,828) 8,407 91,459
Decrease in cash and cash equivalents (2,294) (11,348) (6,561)
Cash and cash equivalents, beginning of year 65,955 77,303 83,864
Cash and cash equivalents, end of year $ 63,661 $ 65,955 $ 77,303
See accompanying notes to consolidated financial statements.
Consolidated Statements of Cash Flows
Years ended December 31, 1997, 1996 and 1995
(continued)
(000's omitted)
Supplemental disclosure of cash flow information
Cash paid during the year for:
Interest $ 57,367 $ 56,926 $ 51,572
Income taxes 11,911 10,526 10,858
Non-cash activities:
Investment securities transferred to
securities available for sale - - 111,356
Loans transferred to other real
estate owned 986 988 438
Land transferred to other assets - 1,803 -
See accompanying notes to consolidated financial statements.
<TABLE>
Consolidated Statements of Changes in Stockholders' Equity
Years ended December 31, 1997, 1996 and 1995
(000's omitted except per share data)
<CAPTION>
Unrealized
Gain (Loss)
on Securities
Available
Preferred Common Retained for Sale Treasury
Stock Stock Surplus Earnings Net of Tax Stock Total
<S> <C> <C> <C> <C> <C> <C> <C>
Balance January 1, 1995 $14,250 $201 $50,666 $69,979 $(7,813) $(149) $127,134
Net earnings 17,029 17,029
Cash dividends on
common stock ($.19 per share) (3,743) (3,743)
Cash dividends preferred stock (1,106) (1,106)
Exercised stock options 51 51
Change in unrealized gain
(loss) on securities
available for sale,
net of tax 17,863 17,863
Purchase and retirement of
common stock (2) (1,372) (1,374)
Treasury stock reissuance 149 149
Balance December 31, 1995 $14,250 $199 $49,345 $82,159 $10,050 $ 0 $156,003
Net earnings 13,317 13,317
Cash dividends on
common stock ($.27 per share) (5,382) (5,382)
Cash dividends preferred stock (940) (940)
Exercised stock options 1 329 330
Change in unrealized gain
(loss) on securities
available for sale,
net of tax (235) (235)
Redemption of Series A
preferred stock (5,000) (5,000)
Cash paid out for
fractional shares (4) (4)
Balance December 31, 1996 $ 9,250 $200 $49,670 $89,154 $ 9,815 $ 0 $158,089
Net earnings 16,970 16,970
Cash dividends on
common stock ($.33 per share) (6,603) (6,603)
Cash dividends preferred stock (740) (740)
Exercised stock options 65 65
Change in unrealized gain
(loss) on securities
available for sale,
net of tax 4,734 4,734
Balance December 31, 1997 $ 9,250 $200 $49,735 $98,781 $14,549 $ 0 $172,515
See accompanying notes to consolidated financial statements.
</TABLE>
Notes to Consolidated Financial Statements
December 31, 1997, 1996 and 1995
1. Summary of significant accounting policies
Nature of operations
Grand Premier Financial, Inc. (the "Company") is a registered bank
holding company organized in 1996 under Delaware law. The operations of
the Company and its subsidiaries consist primarily of those financial
activities, including trust and investment services, common to the
commercial banking industry. The Company's markets are throughout
northern Illinois.
Principals of presentation
The accompanying consolidated financial statements conform to generally
accepted accounting principles and to general practices within the
banking industry. The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of income and
expense during the reporting period. Actual results could differ from
those estimates.
The accompanying consolidated financial statements include the financial
information of the Company and its subsidiaries, all of which are wholly
owned. Significant intercompany balances and transactions have been
eliminated.
Securities available for sale
Securities classified as securities available for sale are carried at
fair value with unrealized gains and losses, net of income taxes excluded
from earnings and reported as a separate component of stockholders'
equity. Gains or losses on sale of securities are determined on the
basis of specific identification.
Investments held-to-maturity
Investments held-to-maturity are stated at cost adjusted for amortization
of premiums and accretion of discounts on the level yield method over the
life of the security. Management has the positive intent and ability to
hold these investment securities to maturity. The Company has no
investments designated as held-to-maturity at December 31, 1997 and 1996.
Loans
Loans are stated at face value less unearned discounts. Interest income
on loans not discounted is computed on the principal balance outstanding.
Interest income on discounted loans is computed on a basis which results
in an approximate level rate of return over the term of the loan.
Accrual of interest is discontinued on a loan when management believes
that the borrower's financial condition is such that collection of
interest is doubtful.
Impaired loans
Impaired loans are loans for which it is probable that the creditor will
be unable to collect all amounts due according to the terms of the loan
agreement. The specific factors that influence management's judgment in
determining when a loan is impaired include evaluation of the financial
strength of the borrower and the fair value of the collateral. A loan is
not impaired during a period of "minimum delay" in payment, regardless of
the amount of shortfall, if the ultimate collectibility of all amounts
due is expected. The Company defines "minimum delay" as past due less
than 90 days. Large groups of homogeneous loans such as real estate-
residential and other loans are collectively evaluated for impairment.
Impaired loans are measured and reported based on the present value of
expected cash flows discounted at the loan's effective interest rate, or
at the fair value of the loan's collateral if the loan is deemed
"collateral dependent." A valuation allowance is required to the extent
that the measure of the impaired loans is less than the recorded
investment.
The Company applies the measurement methods described above to loans on a
loan-by-loan basis. The Company's impaired loans are nonaccrual loans,
as generally loans are placed on nonaccrual status on the earlier of the
date that principal or interest amounts are 90 days or more past due or
the date that collection of such amounts is judged uncertain based on
evaluation of the financial strength of the borrower and the fair market
value of the collateral. Restructured loans are impaired loans in the
year of restructuring; thereafter, such loans are subject to management's
evaluation of impairment based on the restructured terms.
Impaired loans are charged-off when an impaired loan, or a portion
thereof, is considered uncollectible or the collateral is transferred to
foreclosed properties.
Consistent with the Company's method for nonaccrual loans, interest
receipts on impaired loans are recognized as interest income or are
applied to principal when the ultimate collectibility of principal is in
doubt.
Allowance for possible loan losses
The allowance for possible loan losses is increased by provisions charged
to expense and recoveries on loans previously charged off, and reduced by
loans charged off in the period. The allowance is based on past loan
loss experience, management's evaluation of the loan portfolio
considering current economic conditions and such other factors, which, in
management's best judgement, deserve current recognition in estimating
loan losses. Regulatory examiners may require the Company to recognize
additions to the allowances based upon their judgments about information
available to them at the time of their examination.
Bank premises and equipment
Bank premises and equipment are stated at cost, less accumulated
depreciation and amortization. Depreciation expense is computed by the
straight line method for furniture and equipment and both the straight
line method and the declining balance method for buildings based on the
estimated useful lives of the assets. Rates of depreciation are based on
the following: buildings 31-40 years and equipment 3-15 years. Cost of
major additions and improvements are capitalized. Expenditures for
maintenance and repairs are reflected as expense when incurred.
Excess cost over fair value of net assets acquired
The excess cost over fair value of net assets acquired is being amortized
over 25 years for acquisitions prior to 1985, and over 15 years for
acquisitions subsequent to that date using the straight line method.
Income taxes
The Company and its subsidiaries file consolidated federal and state
income tax returns. Deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities
and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred taxes of a change in tax
rates is recognized in income in the period that includes the enactment
date.
Stock Option Plan
Prior to January 1, 1996, the Company accounted for its stock option plan
in accordance with the provisions of Accounting Principles Board ("APB")
Opinion No. 25, Accounting for Stock Issued to Employees, and related
interpretations. As such, compensation expense would be recorded on the
date of grant only if the current market price of the underlying stock
exceeded the exercise price. On January 1, 1996, the Company adopted
SFAS No. 123, "Accounting for Stock-based Compensation" ("SFAS No. 123").
SFAS No. 123 permits entities to recognize as expense over the vesting
period the fair value of all stock-based awards on the date of grant.
Alternatively, SFAS No. 123 also allows entities to continue to apply the
provisions of APB Opinion No. 25 and provide pro forma net income and pro
forma earnings per share disclosures for employee stock option grants
made in 1995 and future years as if the fair-value-based method defined
in SFAS No. 123 had been applied. The Company has elected to continue to
apply the provisions of APB Opinion No. 25 and provide the pro forma
disclosure provisions of SFAS No. 123.
Earnings per share
In 1997, the Company adopted SFAS No. 128, "Earnings per share". Under
SFAS No. 128, basic earnings per share is computed by dividing net income
less preferred stock dividends by the average number of common shares
outstanding during the period. Diluted earnings per share is computed by
dividing net income less preferred stock dividends excluding dividends on
convertible preferred stock by the average number of common shares
outstanding during the period plus the average number of shares that
would be issued upon exercise of dilutive stock options using the
treasury method plus the average number of shares that would be issued
upon conversion of dilutive convertible preferred stock. Earnings per
share amounts for the years ended December 31, 1996 and 1995 have been
restated.
Cash and noninterest bearing deposits
Cash and noninterest bearing deposits include reserve balances that the
Company's subsidiary bank is required to maintain with the Federal
Reserve Bank of Chicago. These required reserves are based principally
on deposits outstanding. The average reserves required for the years
ended December 31, 1997 and 1996 were $8,140,000 and $5,327,000,
respectively.
Basis of presentation
Certain amounts for 1995 and 1996 have been reclassified to conform to
the 1997 presentation.
2. Merger
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. All financial statements and information prior
to the merger date have been restated to reflect the merger. The table
below reconciles total assets, net income and net income per common share
previously reported by Northern Illinois and Premier to the data reported
in the restated consolidated statements.
December 31, 1995
Total assets (in thousands):
Northern Illinois Financial Corporation $ 954,454
Premier Financial Services, Inc. 670,219
Restated $1,624,673
Net Income (in thousands):
Northern Illinois Financial Corporation $10,767
Premier Financial Services, Inc. 6,262
Restated $17,029
Net Income per common share:
Northern Illinois Financial Corporation $3.62
Premier Financial Services, Inc. .77
Restated: Basic .80
Diluted .79
3. Securities available for sale
The amortized cost and approximate fair value of securities available for
sale at December 31, 1997 are as follows (in thousands):
Gross Gross Approximate
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
U.S. Treasury obligations $ 68,241 $ 425 $ (18) $ 68,648
U.S. Government agencies 25,873 158 (38) 25,993
Obligations of state &
political subdivisions 143,345 5,427 (30) 148,742
Corporate debt securities 6,594 38 (2) 6,630
Mortgage-backed securities 164,048 1,756 (216) 165,588
Equity securities 22,374 16,425 - 38,799
$430,475 $24,229 $ (304) $454,400
The amortized cost and approximate fair value of securities available
for sale at December 31, 1996 are as follows (in thousands):
Gross Gross Approximate
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
U.S. Treasury obligations $ 79,067 $ 256 $ (419) $ 78,904
U.S. Government agencies 55,495 177 (702) 54,970
Obligations of state &
political subdivisions 132,223 3,234 (824) 134,633
Debt securities issued by
foreign institutions 5 - - 5
Corporate debt securities 14,817 34 (40) 14,811
Mortgage-backed securities 215,655 1,217 (1,869) 215,003
Equity securities 22,332 15,029 - 37,361
$519,594 $19,947 $(3,854) $535,687
The amortized cost and fair value of securities available for sale
as of December 31, 1997 by contractual maturity are shown below.
Expected maturities may differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or
without call or prepayment penalties.
(In thousands) Approximate
Amortized Fair
Cost Value
Due in one year or less $ 58,927 $ 59,088
Due after one year through five years 63,104 64,648
Due after five years through ten years 25,161 26,224
Due after ten years 96,861 100,053
Mortgage-backed and equity securities 186,422 204,387
$430,475 $454,400
During 1997, proceeds from sales of securities available for sale were
$107,833,000. Gross gains of $8,835,000 and gross losses of $1,166,000
were realized on those sales. During 1996, proceeds from sales of
securities available for sale were $142,485,000. Gross gains of
$4,389,000 and gross losses of $551,000 were realized on those sales.
Proceeds from sales of securities available for sale during 1995 were
$178,984,000. Gross gains of $4,766,000 and gross losses of $720,000
were realized on those sales.
On December 31, 1997, securities with a carrying value of approximately
$226,619,000 were pledged to secure funds and trust deposits and for
other purposes as required or permitted by law.
4. Loans
The following is a summary of loans by major classification as of
December 31, 1997 and 1996 (in thousands):
1997 1996
Commercial, financial and
agricultural loans $ 231,707 $229,700
Real estate-construction loans 50,186 42,772
Real estate-mortgage loans 631,069 625,364
Loans to individuals 115,901 68,488
$1,028,863 $966,324
The Company serviced loans for others totaling $100,996,000, $87,983,000,
and $127,747,000 as of December 31, 1997, 1996 and 1995, respectively.
Custodial escrow balances maintained in connection with the foregoing
loan servicing and included in demand deposits were approximately
$213,000 and $87,000 at December 31, 1997 and 1996, respectively.
A summary of changes in the allowance for possible loan losses for the
three years ended December 31 is as follows (in thousands):
1997 1996 1995
Balance beginning of year $10,116 $ 9,435 $ 9,738
Recoveries 915 572 1,116
Provision for possible loan losses 9,700 2,875 1,435
20,731 12,882 12,289
Less:loans charged off 5,327 2,766 2,854
Balance end of year $15,404 $10,116 $ 9,435
The recorded investment of impaired loans at December 31, 1997 and 1996
was $6,223,000 and $4,718,000, respectively. The recorded investment in
loans for which an impairment has been recognized was $1,320,000 and
$982,000 and the related allowance for possible loan losses was $528,000
and $543,000 at December 31, 1997 and 1996, respectively. The average
recorded investment in impaired loans during 1997, 1996 and 1995 was
$4,085,000, $5,475,000 and $6,927,000, respectively. Interest income
recognized on impaired loans during 1997, 1996 and 1995 was $355,000,
$188,000 and $284,000, respectively.
As of December 31, 1997, 1996 and 1995, the outstanding balance of
nonaccrual loans was approximately $6,223,000, $4,718,000 and $6,118,000,
respectively. Had interest on such loans been accrued, interest and fees
on loans in the accompanying consolidated statements of earnings would
have been greater by approximately $240,000, $369,000 and $643,000 in
1997, 1996 and 1995, respectively.
The Company's subsidiary bank makes loans to its executive officers,
directors, principal holders of the Company's equity securities and to
associates of such persons. These loans were made in the ordinary course
of business on the same terms and conditions, including interest rates
and collateral, as those prevailing at the time for comparable
transactions with other customers and do not involve more than a normal
risk. The following is a summary of activity with respect to such loans
for the latest fiscal year (in thousands):
Balance, January 1, 1997 $15,549
New loans 3,732
Less repayments 9,758
Balance, December 31, 1997 $ 9,523
5. Bank premises and equipment
Bank premises and equipment are recorded at cost less accumulated
depreciation as follows (in thousands):
1997 1996
Land, buildings and improvements $43,590 $41,030
Furniture, fixtures and equipment 22,691 17,798
66,281 58,828
Less accumulated depreciation 31,127 25,507
$35,154 $33,321
6. Short-term borrowings and securities sold under agreements to
repurchase
Following is a summary of short-term borrowings and securities sold under
agreements to repurchase at December 31, 1997 and 1996 (in thousands):
1997 1996
Federal funds purchased $33,000 $ -
Securities sold under agreements to repurchase 14,598 23,486
$47,598 $23,486
At December 31, 1997, the Company had an unused line of credit of
$20,000,000 maturing January, 1999. The line bears interest at the
option of the Company of prime rate floating or fixed at one month, two
month, three month or six month periods at LIBOR plus 1 3/4%. The note
agreement contains certain restrictive covenants. The Company was in
compliance with such covenants at December 31, 1997.
At December 31, 1997 and 1996, there were no material amounts of assets
at risk with any one customer under agreements to repurchase securities
sold. At December 31, 1997 and 1996 securities sold under agreements to
repurchase are summarized as follows (in thousands):
Weighted
Average Collateral Collateral
Repurchase Interest Book Market
Liability Rate Value Value
1997
Demand $10,246 3.83% $12,863 $12,913
Term 4,352 5.80 5,202 5,252
$14,598 4.42% $18,065 $18,165
1996
Demand $16,857 3.83% $12,370 $12,333
Term 6,629 5.61 7,496 7,543
$23,486 4.33% $19,866 $19,876
7. Long-Term Borrowings
At December 31, 1997 and 1996, long-term borrowings consisted of the
following (in thousands):
1997 1996
FHLB advances, 5.85%, interest payable
monthly, due December 20, 1999 $ 5,000 $ 5,000
FHLB advances, 6.54%, interest payable
monthly, due August 23, 2000 5,000 5,000
FHLB advances, 6.75%, interest payable
monthly, due July 2, 2001 5,000 5,000
FHLB advances, 6.24%, interest payable
monthly, due November 6, 2001 15,000 15,000
FHLB advances, 5.97%, interest payable
monthly, due October 7, 2002 40,000 -
$70,000 $30,000
Advances from the Federal Home Loan Bank are collateralized by a blanket
lien on the Company's loans secured by first liens on 1-4 family
residential properties.
8. Employee benefit plans
The Company has a savings and stock plan for officers and employees.
Company contributions to the plan are discretionary. The plan includes
provisions for employee contributions which are considered tax-deferred
under Section 401(k) of the Internal Revenue Code. Total expense was
$697,000 for 1997, $886,000 for 1996 and $880,000 for 1995.
The Company has a stock option plan for key employees. Options are
granted at the fair market value of the stock at the grant date. Options
vest at the rate of 20% of granted shares at the end of each year in the
succeeding five year period after the grant date, with the exception of
120,000 options granted in 1996 which vest ratably over a three year
period beginning September 23, 1997. The plan provides for adjusting the
total number of shares of common stock that may be available for options
under the Plan on January 1, of each calendar year, so that the total
number of shares of common stock that may be issued and sold under the
Plan as of January 1 of each calendar year to be equal to four percent
(4%) of the outstanding shares of common stock of the Company on such
date; provided, however, that no such adjustment will reduce the total
number of shares of common stock that may be issued and sold under the
plan below 400,000.
The Company applies APB Opinion 25 and related Interpretations in
accounting for its plan. Accordingly, no compensation cost has been
recognized for its stock options plans. Had compensation cost for the
Company's stock-based compensation plans been determined based on the
fair value at the grant dates for awards under those plans consistent
with the method contained in SFAS No.123, the Company's net income and
earnings per share would have been reduced to the pro forma amounts
indicated below:
1997 1996 1995
Net Income As reported $16,970 $13,317 $17,029
Pro forma $16,782 $13,244 $17,018
Earnings per share
Basic As reported $.81 $.62 $.80
Pro forma $.80 $.62 $.80
Diluted As reported $.80 $.62 $.79
Pro forma $.79 $.62 $.79
The fair value of each option grant was estimated on the date of grant
using the Black-Scholes option-pricing model with the following
assumptions for 1995, 1996 and 1997, respectively; risk-free interest
rates of 5.8%, 5.9% and 5.7%; dividend yield of 3.0% for all years;
expected lives of 4, 5 and 10 years; and volatility of 25%, 30% and 28%.
The weighted fair value of the options granted in 1995, 1996 and 1997 was
$1.28, $2.57 and $4.61, respectively.
A summary of the status of the Company's stock option plan as of and for
each of the years in the three year period ended December 31, 1997 is
presented below.
Option Amount Exercise price
Outstanding at January 1, 1995 388,278 $2.23 to $ 6.42
Granted 75,888 6.16
Exercised (20,222) 2.23 to 4.08
Forfeited - -
Outstanding at December 31, 1995 443,944 2.23 to 6.42
Granted 222,530 10.75
Exercised (114,380) 2.23 to 6.42
Forfeited (10,892) 2.23 to 6.42
Outstanding at December 31, 1996 541,202 2.23 to 10.75
Granted 86,500 14.38
Exercised (18,884) 2.83 to 6.42
Forfeited (16,987) 6.16 to 10.75
Outstanding at December 31, 1997 591,831 $2.23 to $14.38
The number of options exercisable at December 31, 1997, 1996 and 1995
were 306,965, 247,599 and 330,068, respectively.
The following table summarizes information about stock options
outstanding at December 31, 1997.
Number Remaining Number
Exercise Price of Shares Contractual Life Exercisable
2.23 29,837 .5 years 29,837
2.83 89,318 1.5 years 89,318
2.46 45,721 3 years 45,721
4.08 32,807 4 years 32,807
6.42 36,725 5.5 years 29,001
6.16 55,643 7 years 21,226
10.75 120,000 9 years 40,000
10.75 95,280 9 years 19,055
14.38 86,500 10 years -
591,831 306,965
The Company adopted a Deferred Compensation Plan on January 1, 1997 for
Directors and employees designated as Senior Leadership Employees by the
Board of Directors. Participants may elect to defer up to 50% of salary,
100% of any bonus or 100% of director fees under the Plan. The Company
makes a 25% matching contribution. Seventy-five thousand shares are
registered for purchase by the Plan. Company contributions are 100%
vested on the earlier of 1) the end of the fifth year following the year
in which deferrals are made, 2) normal retirement, or 3) employment
termination due to death or disability. Prior to the merger, Northern
Illinois and Premier each had a deferred Compensation Plan for their key
employees. Total expense was approximately $135,000 in 1997, $329,000 in
1996, and $167,000 in 1995.
9. Stockholders' equity
In 1996, the Company redeemed all of the outstanding Premier Series A
Preferred Perpetual Stock for $5,000,000. The Company's Series B
Preferred Stock is convertible into 851,684 shares of common stock at the
option of the holder.
Under the Company's shareholder rights plan each, share of common stock
entitles its holder to one right. Under certain conditions, each right
entitles the holder to purchase one one-hundredth of a share of Junior
Preferred Stock at a price of $27.25 per share, subject to adjustment.
The rights will only be exercisable if a person or group has acquired, or
announced an intention to acquire 15% or more of the outstanding shares
of Company common stock or any person or group would be the beneficial
owner of 30% or more of the voting power of the Company. Under certain
circumstances, including the existence of a 15% acquiring party, each
holder of a right, other than the acquiring party, will be entitled to
purchase at the exercise price Company common stock having a market value
of two times the exercise price. The rights may be redeemed at a price
of $.01 per right prior to the existence of a 15% acquiring party, and
thereafter, may be exchanged for one common share per right to the
existence of a 50% acquiring party. The rights will expire on June 30,
2006. The rights do not have voting or dividend rights and until they
become exercisable, have no dilutive effect on the earnings of the
Company.
10. Regulatory Matters
The Company and its banking subsidiary are subject to various regulatory
capital requirements administered by the federal banking agencies.
Failure to meet minimum capital requirements can initiate certain
mandatory and possibly additional discretionary actions by regulators
that, if undertaken, could have a direct material effect on the Company's
financial statements. Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, the Company and its
banking subsidiary must meet specific capital guidelines that involve
quantitative measures of each entities' assets, liabilities, and certain
off-balance sheet items as calculated under regulatory accounting
practices. The Company's and its banking subsidiary capital amounts and
classification are also subject to qualitative judgments by the
regulators about components, risk weightings, and other factors.
Quantitative measures established by regulation to ensure capital
adequacy require the Company and its banking subsidiary to maintain
minimum amounts and ratios (set forth in the table below) of total and
Tier 1 capital (as defined in the regulations) to risk-weighted assets
(as defined), and of Tier 1 capital (as defined) to average assets (as
defined). Management believes, as of December 31, 1997 the Company and
its banking subsidiary met all capital adequacy requirements which they
are subject. As of December 31, 1997, the Company and it's banking
subsidiary were categorized as well capitalized under the regulatory
framework. There are no conditions or events since year end that
management believes have changed the Company and its banking subsidiary
category.
<TABLE>
<CAPTION>
To Be Well
Capitalized Under
For Capital Prompt Corrective
Actual Adequacy Purposes Action Provisions
($ Amounts in thousands) Amount Ratio Amount Ratio Amount Ratio
<S> <C> <C> <C> <C> <C> <C>
As of December 31, 1997:
Total Capital (to risk weighted assets):
Grand Premier Financial, Inc. $154,878 13.28% $93,272 8.00% $116,590 10.00%
Grand National Bank 143,602 12.50 91,906 8.00 114,882 10.00
Tier 1 Capital (to risk weighted assets):
Grand Premier Financial, Inc. 140,304 12.03 46,636 4.00 69,954 6.00
Grand National Bank 129,242 11.25 45,953 4.00 68,929 6.00
Tier 1 Capital (to average assets):
Grand Premier Financial, Inc. 140,304 8.51 65,919 4.00 82,398 5.00
Grand National Bank 129,242 7.95 65,053 4.00 81,316 5.00
As of December 31, 1996:
Total Capital (to risk weighted assets):
Grand Premier Financial, Inc. 139,010 12.61 88,193 8.00 110,241 10.00
Grand National Bank 128,961 11.79 87,494 8.00 109,366 10.00
Tier 1 Capital (to risk weighted assets):
Grand Premier Financial, Inc. 128,894 11.69 44,096 4.00 66,145 6.00
Grand National Bank 118,846 10.87 43,747 4.00 65,620 6.00
Tier 1 Capital (to average assets):
Grand Premier Financial, Inc. 128,894 7.94 64,926 4.00 81,158 5.00
Grand National Bank 118,846 7.31 65,014 4.00 81,267 5.00
</TABLE>
Certain legal and regulatory restrictions exist regarding the payment of
cash dividends from the banking subsidiary to the Company. Although the
Company is not subject to these restrictions, future Company cash
dividends may depend upon dividends from the banking subsidiary.
11. Income Taxes
The components of the consolidated income tax expense for the
years ended December 31, 1997, 1996, and 1995 are as follows (in
thousands):
1997 1996 1995
Current $12,093 $10,450 $11,634
Deferred (4,425) (5,165) (5,478)
Total income tax expense $ 7,668 $ 5,285 $ 6,156
The actual tax expense differs from the expected tax expense computed by
applying the Federal Corporate tax rate of 35% to earnings before income
taxes as follows (in thousands):
1997 1996 1995
Federal income tax expense
at statutory rate $8,623 $6,511 $8,115
Tax-exempt income, net of disallowed
interest deduction (2,503) (2,650) (2,271)
State income tax expense, net of
federal income tax benefit 931 1,369 398
Valuation allowance on state NOLs - (763) -
Goodwill amortization 561 583 541
Other, net 56 235 (627)
Total income tax expense $7,668 $5,285 $6,156
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax liabilities at
December 31, 1997 and 1996 are presented below (in thousands):
1997 1996
Deferred tax assets
Securities, sections 475 and 481 adjustments $ 7,687 $ 5,105
Net operating loss carry forwards - 832
Loans, principally due to allowance for losses 6,110 4,142
Land write-down - 994
Deferred compensation 1,589 1,118
Other 636 260
Total gross deferred tax assets $16,022 $12,451
Deferred tax liabilities:
Security accretion $ 103 $ 129
Tax depreciation in excess of book depreciation 91 51
Difference between tax and book basis of
assets acquired 402 1,147
Deferred loan fees 280 274
Other 7 136
Total gross deferred tax liabilities 883 1,737
Deferred tax asset before unrealized
gain on securities available for sale 15,139 10,714
Unrealized gain on securities
available for sale (9,490) (6,305)
Net deferred tax asset $ 5,649 $ 4,409
No valuation allowance has been recorded as of December 31, 1997 and 1996
as the Company believes it is more likely than not that the deferred tax
assets will be fully utilized. At December 31, 1996 the Company had net
operating loss carryforwards for Illinois state income tax purposes of
approximately $17.8 million which were fully utilized.
12. Financial instruments with off-balance sheet risk and contingencies
The company utilizes various financial instruments with off-balance sheet
risk to meet the financing needs of its customers, to generate profits
and to reduce its own exposure to fluctuations in interest rates. These
financial instruments, many of which are so-called "off-balance sheet"
transactions, involve to varying degrees, credit and interest rate risk
in excess of the amount recognized as either an asset or liability in the
consolidated balance sheets.
Credit risk is the possibility that a loss may occur because a party to a
transaction failed to perform according to the terms of the contract.
Interest rate risk is the possibility that future changes in market
interest rates will cause a financial instrument to be less valuable or
more onerous. The Company controls the credit risk arising from these
instruments through its credit approval process and through the use of
risk control limits and monitoring procedures. The Company uses the same
credit policies when entering into financial instruments with off-balance
sheet risk as it does for on-balance sheet instruments. At December 31,
1997 and 1996, such commitments and off-balance sheet financial
instruments are as follows (in thousands).
1997 1996
Letters of credit $ 11,880 $ 14,018
Lines of credit and other loan commitments 258,684 256,654
$270,564 $270,672
Letters of credit are conditional commitments issued by the Company to
guarantee the performance of a customer to a third party. The credit
risk involved in issuing standby letters of credit is essentially the
same as that involved in extending loan facilities to customers.
Commitments to extend credit are agreements to lend to a customer as long
as there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination
clauses and may require payment of a fee. Since many of the commitments
are expected to expire without being drawn upon, the total commitment
amounts do not necessarily represent future cash requirements.
There are various claims pending against the Company and its subsidiaries
arising in the normal course of business. Management believes, based
upon the opinion of counsel, that liabilities arising from these
proceedings, if any, will not be material to the Company's financial
position.
13. Disclosures about fair value of financial instruments
The following methods and assumptions were used to estimate the fair
value of each class of financial instrument for which it is practical to
estimate that value:
Securities
For U.S. Treasury and U.S. Government Agency securities, fair values are
based on market prices or dealer quotes. For other investment
securities, fair value equals quoted market price if available. If a
quoted market price is not available, fair value is estimated using
quoted market prices for similar securities.
Loans
The fair value of loans is estimated by discounting the future cash flows
using the current rates at which similar loans would be made to borrowers
with similar credit ratings and for the same remaining maturities.
Deposit
The fair value of demand deposits, savings accounts, NOW and money market
accounts is the amount payable on demand at the reporting date. The fair
value of fixed-maturity certificates of deposit is estimated using the
rates currently offered for deposits of similar remaining maturities.
Short-term and Long-term Borrowings
The fair value of short-term and long-term borrowings is estimated by
discounting the future cash flows using the current interest rates at
which similar borrowings could be made for the same maturities.
Commitments to Extend Credit and Standby Letters of Credit
The fair value of commitments is estimated using the fees currently
charged to enter into similar agreements, taking into account the
remaining terms of the agreements and the present creditworthiness of the
counter parties. For fixed-rate loan commitments, fair value also
considers the difference between current levels of interest rates and the
committed rates. The fair value of letters of credit is based on fees
currently charged for similar agreements or on the estimated cost to
terminate them or otherwise settle the obligations with the counter
parties at the reporting date.
The estimated fair value of the Company's financial instruments at
December 31, 1997 and 1996 are as follows (in thousands):
1997 1996
Carrying Fair Carrying Fair
Amount Value Amount Value
Financial Assets:
Cash $ 63,502 $ 63,502 $ 49,441 $ 49,441
Interest Bearing Deposits 159 159 3,114 3,114
Securities available
for sale 454,400 454,400 535,687 535,687
Federal Funds Sold and
Securities purchased
under agreements to
resell 19,922 19,922 17,805 17,805
Loans, gross 1,027,872 1,033,954 965,482 963,907
Financial Liabilities:
Deposits 1,330,531 1,332,230 1,417,394 1,420,663
Short-term borrowings 47,598 47,609 23,486 23,506
Long-term borrowings 70,000 70,530 30,000 29,589
Off Balance Sheet Items:
Commitments to extend
credit - * - *
Standby letters of credit - * - *
* Amount is not material.
14. Condensed financial information (Parent Company only)
The following is a summary of condensed financial information for the
Parent Company only (in thousands):
Condensed balance sheets
December 31,
1997 1996
Assets
Investment in subsidiaries $161,074 $147,887
Cash & interest bearing deposits 4,276 751
Securities available for sale 9,621 7,590
Premises and equipment 1,297 1,866
Other assets 7,234 7,406
Total assets $183,502 $165,500
Liabilities and stockholders' equity
Dividend payable $ 1,800 $ 1,599
Other liabilities 9,187 5,812
Total liabilities 10,987 7,411
Stockholders' equity 172,515 158,089
Total liabilities and stockholders' equity $183,502 $165,500
Condensed statements of earnings
For the years ended December 31,
1997 1996 1995
Income:
Dividends from subsidiaries $ 9,300 $22,285 $14,913
Investment security gains, net - 2,513 2,183
Other 9,270 8,504 6,482
18,570 33,302 23,578
Expenses:
Interest on borrowings - 924 1,102
Salaries 6,607 7,372 5,536
Other 3,252 9,757 4,767
9,859 18,053 11,405
Earnings before income tax benefit
and equity in undistributed
earnings of subsidiaries 8,711 15,249 12,173
Income tax benefit 215 2,298 987
Earnings before equity in
undistributed earnings of
subsidiaries 8,926 17,547 13,160
Equity in undistributed earnings of
subsidiaries 8,044 (4,230) 3,869
Net earnings $16,970 $13,317 $17,029
Condensed statements of cash flows
For the years ended December 31,
1997 1996 1995
Operating activities:
Net cash provided by operating activities $13,166 $ 19,276 $ 9,909
Investing activities:
Sale of securities available for sale 3 7,077 5,432
Maturity of securities available for sale - - 525
Purchase of securities available for sale (572) (3,459) (7,349)
Purchase of bank premises and equipment (664) (894) (247)
Net advances to subsidiary (1,331) - -
Net cash provided by (used in)
investing activities (2,564) 2,724 (1,639)
Financing activities:
Increase (decrease) in short-term debt - (13,250) (1,985)
Redemption of preferred stock - (5,000) -
Purchase of treasury stock - - (1,374)
Reissuance of treasury stock - - 149
Dividends paid (7,142) (6,322) (4,864)
Other 65 2,841 (43)
Net cash used in financing activities (7,077) (21,731) (8,117)
Increase (decrease) in cash $ 3,525 $ 269 $ 153
Cash paid (received) for:
Interest $ (17) $ 985 $ 769
Income taxes $(1,443) $ (1,453) $(3,821)
15. Quarterly Financial Information (unaudited)
First Second Third Fourth
Quarter Quarter Quarter Quarter
1997
Interest income $29,099 $30,633 $30,716 $30,173
Interest expense 14,020 14,298 14,498 14,350
Net interest income 15,079 16,335 16,218 15,823
Provision for loan losses 410 950 925 7,415
Other operating income 6,778 2,617 4,204 7,496
Other operating expense 12,440 12,251 12,227 13,294
Income before income taxes 9,007 5,751 7,270 2,610
Provision for income taxes 3,100 1,767 2,503 298
Net income $ 5,907 $ 3,984 $ 4,767 $ 2,312
Net income per share - basic $.29 $.19 $.23 $.11
Net income per share - diluted $.28 $.19 $.22 $.11
1996
Interest income $28,047 $28,255 $28,994 $29,074
Interest expense 13,893 13,761 14,378 14,526
Net interest income 14,154 14,494 14,616 14,548
Provision for loan losses 406 514 1,505 450
Other operating income 3,415 4,215 3,878 6,208
Other operating expense 12,239 12,921 16,359 12,532
Income before income taxes 4,924 5,274 630 7,774
Provision for income taxes 1,393 1,424 35 2,433
Net income $ 3,531 $ 3,850 $ 595 $ 5,341
Net income per share - basic $.16 $.18 $.02 $.26
Net income per share - diluted $.16 $.18 $.02 $.25
Earnings per share have been restated to comply with SFAS 128.
16. Earnings per Share
The following schedule reconciles net income to income available to
common stockholders and the number of average shares used in the
computation of basic and diluted earnings per share.
Income Shares Per-Share
(Numerator) (Denominator) Amount
(in thousands)
December 31, 1997:
Net income $16,970
Less: Preferred stock dividends (740)
Basic EPS
Income available to
common stockholders 16,230 20,001,942 $ .81
Effect of Dilutive securities
Stock options 217,678
Convertible preferred stock 580 851,684
Diluted EPS
Income available to common
stockholders and assumed
conversions $16,810 21,071,304 $ .80
December 31, 1996:
Net income $13,317
Less: Preferred stock dividends (940)
Basic EPS
Income available to
common stockholders 12,377 19,913,373 $ .62
Effect of Dilutive securities
Stock options 106,498
Convertible preferred stock 559 851,684
Diluted EPS
Income available to common
stockholders and assumed
conversions $12,936 20,871,555 $ .62
December 31, 1995:
Net income $17,029
Less: Preferred stock dividends (1,106)
Basic EPS
Income available to
common stockholders 15,923 19,908,244 $ .80
Effect of Dilutive securities
Stock options 189,076
Convertible preferred stock 544 851,684
Diluted EPS
Income available to common
stockholders and assumed
conversions $16,467 20,949,004 $ .79
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Introduction
The discussion presented below provides an analysis of the Company's
financial condition and results of operations for the past three years,
and is intended to cover significant factors affecting the Company's
overall performance during that time. It is designed to provide
shareholders with a more comprehensive review of the operating results
and financial condition than could be obtained from an examination of the
consolidated financial statements alone, and should be read in
conjunction with the consolidated financial statements, accompanying
notes and other financial information presented in the 1997 Annual Report
to Shareholders. All financial statements and information have been
restated to reflect the merger of Northern Illinois Financial Corporation
and Premier Financial Services, Inc. with and into Grand Premier
Financial, Inc. consummated on August 22, 1996. The merger was accounted
for as a pooling of interests.
Statements or comments contained in the following discussion and analysis
of financial condition and results of operations that are not historical
facts may contain forward looking information that involve substantial
risks and uncertainties. Actual results, performance or achievement
could differ materially from the results, performance or achievements
expressed or implied by these forward looking statements. Important
factors that might cause actual results to differ materially include, but
are not limited to: Federal and state legislative and regulatory
requirements; changes in management's estimate of the adequacy of the
allowance for loan losses and/or other significant estimates; changes in
the level and direction of loan delinquencies and charge-offs; interest
rate movements and their impact on customer behavior and the Company's
net interest income; the impact of pricing, repricing and competitors'
pricing on loans, deposits and other sources or uses of funds; the
Company's ability to adapt successfully to technological changes to meet
customers' needs and developments in the marketplace; the Company's
ability to access cost effective funding; and economic and general
business conditions.
Results of Operations
Net earnings in 1997 totaled $17.0 million, or $.80 diluted earnings per
share, compared to $13.3 million, or $.62 diluted earnings per share in
1996. In 1997, the Company combined its five banking subsidiaries into a
single charter operating as Grand National Bank. The concurrent
conversion to a common data processing system, along with supplies,
printing and other associated costs resulted in substantial non-recurring
expenses during 1997. Earnings in 1996 were also affected significantly
by a number of non-recurring items, many of them related to the Company's
formation and organization as a result of the merger noted above.
Included were charges for contract and lease terminations, severance
benefits related to staff reductions, and investment banking and
professional fees. In addition, the Company recorded a write-down on a
parcel of real estate which had previously been held for future
development. In total, these non-recurring items reduced net earnings in
1997 by approximately $780,000, or $.04 diluted earnings per share and by
about $4.1 million, or $.20 diluted earnings per share in 1996.
Net Interest Income
Tax equivalent net interest income totaled $67.9 million for 1997, an
increase of $6.2 million (10.0%) from $61.7 million in 1996. During 1996,
tax equivalent net interest income increased $2.7 million (4.6%) from
$59.0 million in 1995. The year-to-year increases were the result of
growth in earning assets and changes in asset mix. Average earning
assets totaled $1.52 billion in 1997 versus $1.49 billion and $1.40
billion in 1996 and 1995, respectively. Earning assets as a percentage
of total average assets at December 31, 1997, 1996 and 1995 were 92.0%,
91.9% and 91.3%, respectively. Average loans, which are generally the
highest yielding component of earning assets, increased to $1.01 billion
in 1997 compared to $910 million in 1996 and $811 million in 1995.
Average loans represented 66.4%, 61.1% and 57.6% of total earning assets
at December 31, 1997, 1996 and 1995, respectively. Average investments
and other short-term earning assets (interest bearing deposits, federal
funds sold and securities purchased under agreements to resell) as a
percentage of total average earning assets declined from 42.4% in 1995 to
38.9% in 1996 and 33.6% in 1997.
Grand Premier's tax equivalent net interest margin was 4.48% for the year
ended December 31, 1997 reflecting an increase of 34 basis points over
the 4.14% net interest margin at December 31, 1996 and a 27 basis point
increase over 4.21% at December 31, 1995. The increase in net interest
margin from 1996 to 1997 is primarily the result of higher yields on
earning assets. Average loan yield increased to 8.96% in 1997 compared to
8.78% in 1996 primarily as the result of the Company's focus on loan
yield enhancement and customer relationship pricing. The average tax
equivalent yield on investment securities increased to 6.88% in 1997 from
6.67% in 1996. Overall, the average tax equivalent yield on earning
assets increased to 8.37% in 1997 versus 8.00% in 1996. Grand Premiers's
cost of funds declined slightly from 3.80% in 1996 to 3.77% in 1997. The
compression on net interest margin from 1995 to 1996 was primarily the
result of the tax equivalent yield on average earning assets declining
from 8.03% in 1995 to 7.94% in 1996, while cost of funds declined only
two basis points, from 3.82% at December 31, 1995 to 3.80% at December
31, 1996. The yield decline on average earning assets was essentially
due to lower overall market rates in 1996 as compared to 1995, whereas
the minimal decrease in cost of funds reflected a shift toward longer-
term funding sources as the Company took steps during the year to
moderate interest rate risk and increase general liquidity.
Interest Rate Risk Management
One of the Company's primary objectives is to manage the volatility in
net interest income resulting from changes in interest rates. This is
accomplished by actively managing the repricing characteristics of its
interest earning assets and interest bearing liabilities in a dynamic
environment. Grand Premier uses simulation modeling to analyze the effect
of predicted or assumed changes in interest rates on balances and
subsequently net interest income. The model provides for simultaneously
comparing six different interest rate scenarios and their impact on net
interest income over a one year horizon. Two "rising" and two
"declining" rate scenarios, driven by short term interest rates evenly
changing 300 basis points up and down over twelve and twenty four month
periods, along with "most likely" and "flat rate" scenarios are used to
identify the potential impact of rapid changes, up or down, from current
rates. The "base" or "flat rate" simulation, (more traditionally known
as "gap measurement") is used as a control to quantify the effect of
changes in net interest income caused solely by repricing existing
balances at market rates as they mature. Changes in balances reflecting
repayment risk, likely changes in customer behavior under different
interest rate environments and other "what if" assumptions are also
simulated under each scenario. Interest sensitivity, i.e., the Company's
exposure to changes in net interest income is normally measured over a
rolling 12 month period under the different rate scenarios and compared
to the base case forecast. Generally, Grand Premier's policy is to
maximize net interest income while limiting negative interest sensitivity
( i.e., a decline in net interest income) to no more than 10% of after
tax earnings under any interest rate scenario. As of December 31, 1997,
the simulation model indicated minimal rate sensitivity (i.e., less than
a 2.00% change in net interest income) in either the rising or declining
rate environments described above.
The following table shows the Company's base or flat rate measurement
(i.e., "gap position") as of December 31, 1997:
Volumes Subject to Repricing
within within within over
90 days 1 year 5 years 5 years
($ in thousands)
Loans (net of unearned
income) ................ $423,920 $176,579 $379,530 $ 47,843
Investment securities.... 40,582 61,764 164,386 187,668
Other earning assets .... 20,081
Total earning assets .. 484,583 238,343 543,916 235,511
Transaction accounts..... 14,660 14,642 156,034
Savings accounts......... 124,425 20,989 232,038
Time deposit accounts ... 177,628 243,864 157,953 355
Short-term borrowing ... 44,261 3,337
Long-term borrowing..... 70,000
Total interest-bearing
liabilities ........... 360,974 282,832 227,953 388,427
Asset (liability) gap.. 123,609 (44,489) 315,963 (152,916)
Cumulative asset
(liability) gap...... $123,609 $ 79,120 $395,083 $242,167
In reviewing the table, it should be noted that the balances are shown
for a specific point in time and because the interest sensitivity
position is dynamic, it can change significantly over time. Furthermore,
the balances reflect both contractual repricing of deposits and
management's repricing assumptions on certain deposits where discretion
is permitted. Approximately sixty nine percent (69.0%) of core demand
deposit accounts and regular savings accounts have been classified as
repricing beyond one year. While these accounts are subject to immediate
withdrawal, experience indicates they are relatively rate insensitive.
Provision for Possible Loan Losses
The amount of the provision for possible loan losses is based on periodic
(but no less than quarterly) evaluations by management. In these
evaluations, numerous factors are considered including, but not limited
to, current economic conditions, loan portfolio composition, prior loan
loss experience, and an estimation of potential losses.
Each loan in the portfolio is graded according to specific financial risk
and repayment criteria. The aggregate required reserve balance for the
entire portfolio is maintained through earnings provisions as required.
The provision for loan losses in 1997 totaled $9.7 million as compared to
$2.9 million and $1.4 million in 1996 and 1995, respectively.
In 1997, the Company made a provision for possible loan losses of
approximately $6 million in response to deterioration in the indirect
segment of the loan portfolio, which totaled $88.4 million at year-end.
Over the first six months of 1997, the Company had experienced rapid
growth in indirect loans originated for the purchase of automobiles,
recreation vehicles and other consumer goods. During an extensive
internal review of the indirect portfolio in the fourth quarter, which
was prompted by an increase in the delinquency rate (i.e. past due 60
days or more) from 1% in June, 1997 to 4% at the end of November, 1997,
management determined that an additional provision was prudent. The
Company discontinued this type of lending concurrent with recording the
provision.
The balance of the Company's 1997 provision ($3.7 million), as well as
the increased provision from 1995 to 1996, were in response to overall
portfolio growth. At December 31, 1997 the allowance for possible loan
losses totaled $15.4 million (1.5% of gross loans) compared to $10.1
million (1.05% of gross loans) at December 31,1996 and $9.4 million
(1.08% of gross loans) at December 31, 1995. Net charge-offs as a
percentage of average loans were .44% in 1997, compared with .24% and
.22% in 1996 and 1995, respectively.
Although management believes that the present level of the Allowance for
Possible Loan Losses is an adequate assessment of the risk inherent in
the loan portfolio, there can be no assurance that significant provisions
for losses will not be required in the future based on factors such as
portfolio growth, deterioration of market conditions, major changes in
borrowers' financial conditions, delinquencies and defaults. Future
provisions will continue to be determined in relation to overall asset
quality as well as other factors mentioned previously.
Other Income
Other income (excluding net gains from sales of investment securities)
decreased $452,000 from $13,878,000 in 1996 to $13,426,000 in 1997
following a $749,000 increase in 1996 over 1995. Service charges on
deposits and trust fees continue to be the primary components of Non-
Interest income.
Service charges on deposits represents Grand Premier's largest fee-based
source of income, totaling $5.7 million in both 1997 and 1996, and $5.3
million in 1995. In the first quarter of 1997, Grand Premier combined its
five banking subsidiaries into a single charter and adopted a standard
company-wide fee schedule. The schedule, based upon delivery cost,
resulted in an increase in fees to be assessed for a variety of financial
services in several of the Company's markets. As fees were assessed under
the revised schedule, the Company experienced a deposit decline of
approximately $45 million. The Company also waived fees on deposit
accounts as they were converted to its common data processing system
during the second quarter of 1997. Taken together, the Company estimates
these two occurrences reduced service charges on deposits in 1997 by
approximately $300,000, resulting in fees remaining unchanged from 1996
to 1997.
Trust fees totaled $3.2 million in 1997 compared to $2.9 million in both
1996 and 1995. The growth in 1997 was primarily due to favorable
performance of managed assets and an increase in the amount of assets
under administration. Trust fees are based on providing fiduciary,
investment management, custodial and related services to corporate and
personal clients. As of December 31, 1997, the market value of total
managed assets approximated $.76 billion. Management anticipates growth
in relationships and fees in future years.
Net investment security gains were $7.7 million in 1997 compared to $3.8
million in 1996 and $4.0 million in 1995. Securities available for sale
are utilized to manage interest rate risk, to provide liquidity, and as
an important contributor to earnings. As conditions change over time,
overall interest rate risk, liquidity demands and return on the
investment security portfolio will vary. The Company will continue to
use its securities available for sale portfolio to manage interest rate
risk, meet liquidity needs and optimize overall investment returns.
Other operating income decreased $767,000, from $5,271,000 in 1996 to
$4,504,000 in 1997, following an increase of $392,000 in 1996 over 1995.
The Company recorded a gain of $142,000 from sale of other real estate
owned in 1997, compared to a similar gain of $545,000 in 1996, accounting
for the majority of the decrease. Other gains totaling approximately
$399,000, primarily from sale of loans to the secondary market, as well
as a one-time gain of $132,000 from sale of a marginally profitable line
of business in its insurance subsidiary, are included in 1997. In 1996,
gains totaling approximately $429,000, primarily from the sale of loans
to the secondary market, are included in other operating income. Gains of
approximately $508,000 from the sale of mortgage servicing rights and a
one time litigation award are included in other income for 1995.
Other Expenses
Total other expenses decreased $3.8 million (7.1%) to $50.2 million in
1997 compared to $54.0 million in 1996. Total other expenses in 1996
increased by $6.3 million, or 13.1% over 1995.
Salaries and benefits, the largest component of other expense, totaled
$24.2 million in 1997, down 9.1% from $26.6 million in 1996. Salaries and
benefits in 1996 increased $2.5 million (10.4%) over the $24.1 million
recorded in 1995.
In 1996, $350,000 in severance benefits were paid to employees whose
positions were eliminated as a result of combining four subsidiary banks,
prior to the merger, into one charter in February, 1996 and $614,000 was
recorded subsequent to the merger as an expense in recognition of the
Company's liability for earned vacation pay as of December 31, 1996. In
addition, Grand Premier accrued an expense of $700,000 in the final
quarter of 1996 for anticipated severance payments to employees whose
positions would be eliminated as the Company completed the consolidation
of its operations in early 1997. Three employee groups, including
officials and managers, technicians, and office and clerical totaling 46
employees were included in the restructuring plan. Severance payments,
including benefits, totaling $811,000 were paid to 45 employees in the
first quarter of 1997 concluding the restructuring plan. Employee
benefits decreased to 20.69% of compensation expense in 1997 compared to
21.10% in 1996 and 24.06% in 1995.
At December 31, 1997, full-time equivalent employees totaled 635, as
compared to 642 and 711 at year end 1996 and 1995, respectively.
Approximately 40 full-time equivalent positions were vacant at December
31, 1996 after the Company consolidated and centralized back-office
operations to new locations during the final quarter. The Company's use
of office temporaries is not reflected in the full-time equivalent count
as of December 31, 1996.
Net occupancy expense in 1997 remained comparable to 1996 at $4.7
million. Furniture and equipment expense increased $722,000 from 1996 to
1997, to $3.8 million. The increase is mainly the result of upgrading and
standardizing computer hardware, telephone systems, data communication
lines and signage throughout the Company. Combined net occupancy and
furniture and fixture expense increased $409,000 in 1996 compared to
1995. The 1996 increase was primarily the result of relocating the
Company's operating subsidiary to its new facility in Vernon Hills,
Illinois during the fourth quarter, 1996 as a part of the Company's plans
to consolidate and centralize back-office servicing and sales support.
In 1997, Grand Premier's subsidiary bank paid $161,000 for federal
deposit (FDIC) insurance as compared $95,000 in 1996 and $1.5 million in
1995. The decrease in 1996 reflects the fully funded position of the Bank
Insurance Fund ("BIF") in 1995. The FDIC insurance premium expense in
1996 reflects a one time charge of $59,000 on OAKAR deposits (i.e.,
deposits acquired by the Company from a savings association through a
branch acquisition) by the Company for recapitalization of the Savings
and Loan ("SAIF") insurance fund.
The Company owned 5.5 acres of property in Riverwoods, Illinois which it
acquired in 1993 for possible future expansion. In October, 1996, Grand
Premier decided that developing the property was no longer consistent
with its long-term plans. The Company recorded a $2.5 million charge to
1996 pre-tax earnings reflecting the write-down of the property to
approximate fair value. The sale of the property was completed in
December 1997 for approximately $35,000 greater than the recorded book
value.
Other expenses increased $283,000 from $17.1 million in 1996 to $17.4
million in 1997. Non-recurring expenses resulting from consolidating
bank charters and data processing conversions in 1997 approximated $1.3
million. Other expenses in 1997 also includes costs associated with
closing a branch office in Homewood, Illnois ($200,000) and losses from
check and credit card fraud ($456,000). In 1996, other expenses
increased by $2.2 million over 1995. A major portion of the 1996
increase (just under $2.0 million) was the result of several non-
recurring items; 1) expenses of approximately $750,000 for contract and
lease terminations, and 2) $1.2 million in investment banking,
professional expenses and other organizational start up costs associated
with the merger.
Income Taxes
Income taxes for 1997 totaled $7.7 million as compared to $5.3 million in
1996 and $6.2 million in 1995. Grand Premier's effective tax rate was
31.1% in 1997, 28.4% in 1996 and 26.5% in 1995. In 1996, the Company
reversed a deferred tax valuation allowance of approximately $763,000
thereby reducing the effective tax rate for that year. The remaining
changes in the effective tax rates from year to year are primarily the
results of changes in the amount of interest income exempt from income
taxes as a percentage of income before taxes.
Financial Condition
At December 31, 1997 and 1996, Grand Premier had total assets of $1.65
billion. Average total assets for 1997 increased $28.8 million, or 1.5%,
over 1996. While total asset growth was modest during 1997, balance
sheet composition changed more noticeably. Loans grew $62.5 million
(6.5%) to $1.0 billion at year end 1997. Securities available for sale
declined $81.3 million to $454.4 million and securities purchased under
agreement to resell increased $15.5 million to $19.9 million as of
December 31, 1997. The composition of funding sources also changed, with
deposits decreasing $86.9 million (6.1%), to $1.33 billion at December
31, 1997. The Company estimates that approximately $45 million of the
decrease in deposits is attributable to the combining of its five banking
subsidiaries into a single charter and the remainder of the decline is
attributable to normal balance fluctuations. Short term borrowings
increased from $23.5 million in 1996 to $47.6 million in 1997. New
advances from the Federal Home Loan Bank of Chicago increased long-term
borrowings from $30 million in 1996 to $70 million in 1997.
Securities
Grand Premier's securities available for sale portfolio is used by the
Company as an integral part of its interest rate risk management,
earnings and tax planning strategies. The portfolio consists of debt and
equity securities, any of which may be sold in response to changes in
interest rates, for liquidity, or for tax purposes. At December 31,
1997, $454.4 million was invested in securities available for sale,
compared to $535.7 million at year end 1996. The decline, in large part,
occurred as proceeds from maturing securities and sales of equity
securities were used to fund loans instead of being reinvested in the
portfolio.
At December 31, 1997, approximately 21% of the total carrying value of
securities available for sale consisted of U. S. Treasury and U.S.
government agency securities, 33% of obligations of states and political
subdivisions, 36% of mortgage-backed securities, 2% of corporate
securities, and 8% of equity securities. Of the 36% of mortgage-backed
securities the Company had $121.5 million invested in collateralized
mortgage obligations ("CMO's") and $42.5 million in other mortgage-backed
securities. A CMO is a mortgage-backed security that consists of
classes of bonds created by prioritizing the cash flows from the
underlying mortgage pool to meet different investors objectives. Other
mortgage-backed securities depend on an underlying pool of mortgage loans
to provide a cash flow "pass through" of principal and interest, without
prioritization by class. The CMO's held by the Company are primarily
shorter-maturity bonds structured to provide more predictable cash flows
by being less sensitive to prepayments during periods of changing
interest rates. At December 31, 1997, substantially all of the mortgage-
backed securities held by the Company were issued or backed by U.S.
Government and U.S. Government-sponsored agencies.
Loans
The Company's lending strategy stresses quality growth, diversified by
product, geography and industry. Loans represent the largest component
of Grand Premier's earning assets. At December 31, 1997, loans
outstanding totaled $1.0 billion, a $62.5 million (6.5%) increase as
compared to year end 1996. Growth was most pronounced in loans to
individuals which increased $47.4, from $68.5 million in 1996 to $115.9
million in 1997, primarily as a result of increased activity in the
indirect segment of the portfolio. At December 31, 1997, the portfolio
consisted of 22.5% commercial loans, 4.9% loans for construction, 61.3%
real estate-mortgages, and 11.3% in loans to individuals. Grand Premier
discontinued purchasing indirect loans in December, 1997 and has no plans
to re-enter the market.
Asset Quality
At year end 1997, non-performing assets increased to $10.2 million from
$9.4 million at year end 1996. Non-performing assets represented .62% of
total assets compared to .57% of total assets at year end 1996. Non-
performing assets consist of loans 90 days or more past due, loans and
investments not accruing interest, loans with renegotiated credit terms,
and other real estate owned. Non-accruing loans increased to $6.2
million at year end 1997 from $4.7 million at December 31, 1996. Loans
past due 90 days or more and still accruing decreased from $1.9 million
at December 31, 1996 to $1.3 million at year end 1997. Renegotiated
loans decreased from $510,000 at year end 1996 to $436,000 at December
31, 1997 and other real estate owned totaled $2.2 million at year end for
1997 and 1996. At December 31, 1997, the allowance for possible loan
losses totaled $15.4 million of 1.5% of gross loans compared to $10.1
million or 1.05% of gross loans at December 31, 1996.
Sources of Funds
The Company considers core deposits, which include transaction accounts
and savings deposit accounts, and consumer time deposits less than
$100,000 as its most stable sources of funding. These deposits are
supplemented by time deposits from governmental entities, time deposits
greater than $100,000 and securities sold under agreements to repurchase.
Other short-term borrowings, long-term borrowings and stockholders'
equity comprise the remainder of the Company's funding sources.
Total deposits decreased $86.8 million (6.1%) to $1.33 billion at
December 31, 1997, from $1.42 billion at year-end 1996. Non-interest
bearing deposits were 14.1% and 14.9% of total deposits at December 31,
1997 and 1996, respectively. The Company estimates that approximately $45
million of the decline was attributable to its implementation of a common
fee schedule as its five banking subsidiaries were combined into a single
charter operating as Grand National Bank. The remainder of the year-end
to year-end decline represents normal balance fluctuations, primarily in
transaction accounts.
Total short-term borrowings, including repurchase agreements, were $47.6
million at December 31, 1997 compared to $23.5 million at December 31,
1996. The $24.1 increase consists of $33.0 million in federal funds
purchased partially offset by a $8.9 million reduction in securities sold
under agreements to repurchase. Long-term borrowings were $70 million at
December 31, 1997, compared to $30 million, at December 31, 1996, and
consist solely of advances from the Federal Home Loan Bank. New advances
from the Federal Home Loan Bank were obtained to lock in favorable
funding costs.
Liquidity
Grand Premier defines liquidity as having funds available to meet cash
flow requirements. Effective management of balance sheet liquidity is
necessary to fund growth in earning assets, to pay liabilities, to
satisfy depositors' withdrawal requirements and to accommodate changes in
balance sheet mix. The Company has three major sources for generating
cash other than through operations: 1) primary and secondary market
deposits, 2) securities available for sale, and 3) lines of credit from
unaffiliated banks. Liquid assets are compared to the potential needs
for funds on an ongoing basis to determine if the Company has sufficient
coverage for future liquidity needs. Management maintains a primary and
total liquidity position that provides for a minimum 100% coverage
relative to the anticipated likelihood of potential events taking place.
At year end 1997, liquidity coverage exceeded this position.
Stockholders' Equity
Stockholders' equity increased by $14.4 million during 1997, from $158.1
million at December 31, 1996 to $172.5 million in 1997. The increase was
primarily due to retained net earnings of $9.6 million (net income of
$17.0 million less total common and preferred stock dividends of $7.4
million) and $4.7 million increase in net unrealized gains on securities
available for sale.
The Federal Reserve Board currently specifies three capital measurements
under their risk-based capital guidelines: 1) "tier 1 capital" (i.e.,
stockholders' equity less goodwill to risk-adjusted assets), 2) "total
risk based capital" (i.e., tier 1 capital plus the lesser of 1.25% of
risk-adjusted assets or the allowance for possible loan losses to risk-
adjusted assets), and 3) "tier 1 leverage ratio" (i.e., stockholders'
equity less goodwill to total assets less goodwill). Bank holding
companies are required to maintain minimum risk-based capital ratios of
4% for "tier 1 capital", 8% for "total risk based capital," and a "tier 1
leverage ratio" of 3% or greater. At December 31, 1997, Grand Premier's
"tier 1 capital" ratio was 12.03%, well above the regulatory minimum.
The Company's "total risk based capital" and "tier 1 leverage" ratios
were 13.28% and 8.51% respectively, also considerably greater than
required. The Company's banking subsidiary met the definition of "well-
capitalized" under the FDIC's risk related premium system at December 31,
1997.
Current Accounting Developments
In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 130, Reporting
Comprehensive Income ("SFAS 130"). SFAS 130 established standards for
reporting and display of comprehensive income and its components in a
full set of general purpose financial statements. It does not, however,
specify when to recognize or how to measure items that make up
comprehensive income. SFAS 130 was issued to address concerns over the
practice of reporting elements of comprehensive income directly in
equity.
SFAS 130 requires that all items required to be recognized under
accounting standards as components of comprehensive income be reported in
a financial statement that is displayed in equal prominence with other
financial statements. It does not require a specific format for that
financial statement but does require that an enterprise display an amount
representing total comprehensive income for the period in that financial
statement. Enterprises are required to classify items of "other
comprehensive income" by their nature in the financial statement and
display the balance of other comprehensive income separately in the
equity section of a statement of financial position. It does not require
per share amounts of comprehensive income to be disclosed.
SFAS 130 is applicable to all entities that provide a full set of
financial statements consisting of a statement of financial position,
results of operations and cash flow. SFAS 130 is effective for both
interim and annual periods beginning after December 15, 1997. Earlier
application is permitted. Comparative financial statements provided for
earlier periods are required to be reclassified to reflect the provisions
of this statement. Publicly traded enterprises that issue condensed
financial statements for interim periods are required to report a total
for comprehensive income in those financial statements. The adoption of
SFAS 130 is not expected to materially change the Company's consolidated
financial statements.
Also in June 1997, FASB issued Statement of Financial Accounting
Standards No. 131, Disclosures about Segments of an Enterprise and
Related Information ("SFAS 131"). SFAS 131 supersedes FASB Statement No.
14, Financial Reporting for Segments of a Business Enterprise, but
retains the requirement to report information about major customers. It
amends FASB Statement No. 94, Consolidations of All Majority-Owned
Subsidiaries, to remove the special disclosure requirements for
previously unconsolidated subsidiaries. This statement does not apply to
nonpublic business enterprises or not-for-profit organizations. SFAS 131
establishes standards for the way public business enterprises report
information about operating segments in annual financial statements and
requires that those enterprises report selected information about
operating segments in interim financial reports to shareholders. It also
establishes standards for related disclosures about products, services,
geographic areas, and major customers. Operating segments are components
of an enterprise for which separate financial information is available,
and is evaluated regularly by management in deciding how to allocate
resources and in assessing performance. Generally, financial information
is required to be reported on the same basis that it is used internally
for evaluating segment performance. The Company operates as a single
segment.
Risks and Uncertainties - Year 2000
Many existing computer programs use only two digits to identify a year in
a date field. These programs were designed and developed without
considering the impact of a change in century. If not corrected, many
computer programs could fail, or create erroneous results which could
affect a company's ability to do business prior to, at, or after December
31, 1999.
Financial service organizations such as Grand Premier are heavily reliant
upon computer systems in processing and accounting for services provided
to customers. Substantially all of the Company's major computer systems
are contracted with third party providers. Although the contracted
vendors bear the responsibility of making their systems "year 2000
compliant", assuming the costs associated with necessary changes, keeping
the Company appraised of their progress in meeting established
benchmarks, and certifying to the Company that the systems are in fact
"year 2000 ready", the Company bears ultimate responsibility for testing,
due diligence and assurance that its major vendors will continue to
provide service without interruption due to the change in century at
year-end 1999.
In mid 1997, the Company established an internal task force to identify
and/or resolve issues related to the year 2000 change. The task force has
inventoried all of the systems used by the Company, and has identified
those which are deemed "mission critical" to its business. As a part of
its responsibilities, the task force maintains regular communications
with vendors providing critical systems to the Company to verify that 1)
their time-lines and benchmarks are met, 2) testing is performed
regularly and according to schedule, and 3) necessary changes are being
identified and addressed. Similarly, the task force has established its
own benchmarks and time-lines for managing the "year 2000 project", for
evaluating and changing if necessary other systems used internally by the
Company, and for prioritizing efforts with regard to overall year 2000
issues as they apply to the Company. In addition, the task force will
develop contingency plans to provide vital services in case of vendor
and/or system failures.
The Company is using the services of an outside technical consultant to
assist the task force in its efforts. Fees associated with the
contractual arrangement are estimated to approximate $50,000 over 1998
and 1999. The Company is also participating with other organizations
using the services of its major computer systems vendor in sharing the
cost of an independent outside audit of the vendor's progress towards,
and ability to continue providing, uninterrupted service. The independent
auditor will update all participants at least semi-annually beginning
March, 1998, regarding the service providers progress. The Company's
share of the audit cost will be less than $5,000. All external costs
associated with the "year 2000 project" will be charged to expense as
incurred.
Supplementary Business and Stock Information
GRAND PREMIER FINANCIAL, INC. is a registered bank holding company and
was established under Delaware Law. The operations of Grand Premier and
its subsidiaries consist primarily of financial activities common to the
commercial banking industry, as well as trust and investment services,
data processing and electronic banking services and insurance. Services
are extended to individuals, businesses, local government units and
institutional customers throughout Northern Illinois.
Stock information
The Company's common stock is traded on The Nasdaq Stock Market under the
symbol GPFI. As of December 31, 1997 there were 1,174 shareholders of
record. A two-year record, by quarter, of high and low bid prices, as
well as cash dividends
declared, is as follows:
1997 1996
Quarter High Low Cash Quarter High Low Cash
Dividends Dividends
1st 11.38 9.00 .08 1st 10.25 8.25 .045
2nd 15.00 10.75 .08 2nd 10.75 9.50 .045
3rd 15.00 12.81 .08 3rd 13.00 10.25 .10
4th 14.88 12.88 .09 4th 11.50 9.00 .08
Total .33 Total .27
10K notice
The Annual Report to the Securities and Exchange Commission, Form
10-K, may be obtained by shareholders free of charge upon written
request to Alan J. Emerick, Secretary of the Corporation, Grand Premier
Financial, Inc., 486 West Liberty Street, Wauconda, Illinois 60084.
<TABLE>
Five Year Summary of Selected Financial Data
1997 1996 1995 1994 1993
<CAPTION>
Earnings
<S> <C> <C> <C> <C> <C>
Interest income $120,621 $114,370 $108,782 $92,166 $84,801
Interest expense 57,166 56,558 53,541 38,928 37,059
Net interest income 63,455 57,812 55,241 53,238 47,742
Provision for possible loan losses 9,700 2,875 1,435 555 2,982
Earnings before income taxes and
cumulative effect of change in
accounting for income taxes 24,638 18,602 23,185 17,893 13,862
Earnings before cumulative effect of
change in accounting for income taxes 16,970 13,317 17,029 13,344 11,398
Cumulative effect of change in
accounting for income taxes - - - - 898
Net earnings 16,970 13,317 17,029 13,344 12,296
Net earnings available to common
shareholders $ 16,230 $ 12,378 $ 15,923 $ 12,140 $ 11,704
<CAPTION>
Per common share statistics*
<S> <C> <C> <C> <C> <C>
Basic:
Net earnings before cumulative effect of
change in accounting for income taxes $ .81 $ .62 $ .80 $ .61 $ .54
Cumulative effect of change in
accounting for income taxes - - - - .05
Net earnings .81 .62 .80 .61 .59
Diluted:
Net earnings before cumulative effect of
change in accounting for income taxes $ .80 $ .62 $ .79 $ .60 $ .54
Cumulative effect of change in
accounting for income taxes - - - - .05
Net earnings .80 .62 .79 .60 .59
Cash dividends declared .33 .27 .19 .18 .16
Book value 8.16 7.45 7.13 5.63 5.80
<CAPTION>
<S> <C> <C> <C> <C> <C>
Common shares outstanding - year end 20,002,563 19,983,679 19,869,823 20,036,969 20,118,626
Return on beginning stockholders' equity 10.73% 8.54% 13.39% 10.03% 12.34%
<CAPTION>
Financial position - year end
1997 1996 1995 1994 1993
<S> <C> <C> <C> <C> <C>
Securities held-to-maturity $ - $ - $ - $ 114,174 $ 129,661
Securities available for sale 454,400 535,687 598,570 457,161 403,487
Loans, net 1,012,468 955,366 865,317 752,973 756,821
Allowance for possible loan losses 15,404 10,116 9,435 9,738 10,595
Excess cost over fair value of net
assets acquired 16,885 18,489 20,227 21,601 23,193
Noninterest bearing deposits 187,943 211,015 196,534 198,659 214,161
Interest bearing deposits 1,142,588 1,206,379 1,155,123 1,066,735 1,033,096
Total deposits 1,330,531 1,417,394 1,351,657 1,265,394 1,247,257
Short-term borrowings 33,000 - 38,475 29,210 22,785
Securities sold under agreements to
repurchase 14,598 23,486 49,757 53,638 55,532
Long-term borrowings 70,000 30,000 11,588 5,650 300
Stockholders' equity 172,515 158,089 156,003 127,136 132,976
Total assets $1,646,380 $1,642,538 $1,624,673 $1,493,067 $1,470,393
* Per share statistics have been adjusted to reflect a three-for-one stock split in the form of a 200% stock
dividend to shareholders of record June 8, 1994. Earnings per share have been restated to comply with SFAS 128.
</TABLE>
Board of Directors
Jean M. Barry Senior Investment Officer
Frank J. Callero Partner
Callero and Callero LLP
(Certified Public Accountants)
Alan J. Emerick Executive Vice President
and Chief Administrative Officer
Brenton J. Emerick Executive Vice President
Grand National Bank
James Esposito Executive Vice President
Grand National Bank
Thomas D. Flanagan Founding Partner
Flanagan, Bilton & Branagan (law firm)
R. Gerald Fox President and Chief Executive Officer
F.I.A. Publishing Company
(Publisher of Financial Books and Periodicals)
Richard L. Geach Chairman of the Board and Chief Executive Officer
Robert W. Hinman President and Chief Operating Officer
Edward G. Maris Private Investor
Howard A. McKee Banker
David L. Murray Senior Executive Vice President
and Chief Financial Officer
H. Barry Musgrove Chairman of the Board and President
Franz Manufacturing Company
(Manufacturer of anti-friction products)
Joseph C. Piland Educational Consultant and retired President
Highland Community College
Stephen J. Schostok Attorney and Partner
Dimonte Schostok & Lizak, Attorneys at Law
John Simcic Chairman of the Board,
Maki & Associates, Inc. (d/b/a Century 21 United -
real estate sales)
Executive Officers
Richard L. Geach Chairman of the Board and Chief Executive Officer
Robert W. Hinman President and Chief Operating Officer
David L. Murray Senior Executive Vice President
and Chief Financial Officer
Alan J. Emerick Executive Vice President
and Chief Administrative Officer
William R. Theobald Executive Vice President and Chief Credit Officer
Jack R. Croffoot Senior Vice President and Director of Human
Resources
Larry W. O'Hara Senior Vice President and Director of Marketing
James K. Watts Senior Vice President and Head of Operations
Kenneth A. Urban President
Grand Premier Trust and Investment, Inc., N.A.
Jack J. Emerick Regional President
Ralph M. Zicco Regional President
Reid L. French Regional President
Joseph E. Esposito Regional President
Scott Dixon Regional President
EXHIBIT 21
Subsidiaries of the Registrant
The following subsidiaries are 100% owned by Grand Premier Financial,
Inc.
Grand National Bank
Grand Premier Trust and Investment Services, Inc.
Grand Premier Operating Systems, Inc.
Grand Premier Insurance Services, Inc.
American Suburban Mortgage Corporation (inactive)
EXHIBIT 23.1
Independent Auditor's Consent
The Board of Directors
Grand Premier Financial, Inc.
We consent to incorporation by reference in the Registration Statement
Nos. 333-03327, 333-11635, 333-11645 and 333-11663 on Form S-8 of Grand
Premier Financial, Inc. of our report dated January 27, 1998, relating to
the consolidated balance sheets of Grand Premier Financial, Inc. and
subsidiaries as of December 31, 1997 and 1996, and the related
consolidated statements of earnings, changes in stockholders' equity, and
cash flows for the years then ended, which report is incorporated by
reference in the December 31, 1997 annual report on Form 10-K of Grand
Premier Financial, Inc.
KPMG Peat Marwick LLP
Chicago, Illinois
March 23, 1998
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the previously filed
Registration Statements, file Nos. 333-03327, 333-11635, 333-11645 and
333-11663 of Grand Premier Financial, Inc. of our report dated January
31, 1996 included in this Annual Report on Form 10-K for the year ended
December 31, 1997.
HUTTON, NELSON & MC DONALD LLP
Oakbrook Terrace, Illinois
March 23, 1998
<TABLE> <S> <C>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 63,502,000
<INT-BEARING-DEPOSITS> 159,000
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 454,400,000
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 1,027,872,000
<ALLOWANCE> 15,404,000
<TOTAL-ASSETS> 1,646,380,000
<DEPOSITS> 1,330,531,000
<SHORT-TERM> 47,598,000
<LIABILITIES-OTHER> 25,736,000
<LONG-TERM> 70,000,000
0
9,250,000
<COMMON> 200,000
<OTHER-SE> 163,065,000
<TOTAL-LIABILITIES-AND-EQUITY> 1,646,380,000
<INTEREST-LOAN> 90,192,000
<INTEREST-INVEST> 29,644,000
<INTEREST-OTHER> 785,000
<INTEREST-TOTAL> 120,621,000
<INTEREST-DEPOSIT> 52,266,000
<INTEREST-EXPENSE> 57,166,000
<INTEREST-INCOME-NET> 63,455,000
<LOAN-LOSSES> 9,700,000
<SECURITIES-GAINS> 7,669,000
<EXPENSE-OTHER> 50,212,000
<INCOME-PRETAX> 24,638,000
<INCOME-PRE-EXTRAORDINARY> 24,638,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,970,000
<EPS-PRIMARY> .81
<EPS-DILUTED> .80
<YIELD-ACTUAL> 4.24
<LOANS-NON> 6,223,000
<LOANS-PAST> 1,347,000
<LOANS-TROUBLED> 436,000
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 10,116,000
<CHARGE-OFFS> 5,327,000
<RECOVERIES> 915,000
<ALLOWANCE-CLOSE> 15,404,000
<ALLOWANCE-DOMESTIC> 15,404,000
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
