SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
- OR -
TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-20987
Grand Premier Financial Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 36-4077455
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
486 W. Liberty St., Wauconda, IL 60084-2489
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (847) 487-1818
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports) and (2) has
been subject to such filing requirements for the past 90 days. Yes X
or No
The number of shares of the registrant's Common Stock outstanding on
April 30, 1999 was 22,070,046 shares.
GRAND PREMIER FINANCIAL INCORPORATED
FORM 10-Q - QUARTERLY REPORT
FOR QUARTER ENDED MARCH 31, 1999
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Consolidated Balance Sheets (unaudited)
March 31, 1999 and December 31, 1998. 3 - 4
Consolidated Statements of Income (unaudited)
Three Months Ended March 31, 1999 and 1998 5 - 6
Consolidated Statements of Cash Flow (unaudited)
Three Months Ended March 31, 1999 and 1998 7 - 8
Notes to Unaudited Consolidated Financial Statements 9 - 11
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations. 12 - 16
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 17
PART II. OTHER INFORMATION
Item 6. A. Exhibits 18 - 19
B. Reports on Form 8-K 19
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
ASSETS
(000's omitted
except share data)
March 31, December 31,
1999 1998
Cash and non-interest bearing deposits $ 34,484 $ 52,994
Interest bearing deposits 1,483 1,718
Federal funds sold 10,000 48,000
Cash and cash equivalents 45,967 102,712
Securities available for sale, at fair value 424,150 516,083
Securities purchased under agreements to resell 18,043 10,195
Loans 987,305 957,153
Less: Unearned discount (1,179) (953)
Allowance for possible loan losses (13,026) (12,443)
Net loans 973,100 943,757
Bank premises and equipment 32,371 34,099
Excess cost over fair value of net
net assets acquired, net 14,880 15,281
Accrued interest receivable 11,228 11,573
Other assets 19,113 14,541
Total assets $1,538,852 $1,648,241
The accompanying unaudited notes are an
integral part of these financial statements.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
(000's omitted
except share data)
March 31, December 31,
1999 1998
Liabilities
Non-interest bearing deposits $ 171,778 $ 199,084
Interest bearing deposits 1,068,119 1,161,936
Total deposits 1,239,897 1,361,020
Short-term borrowings 14,866 11,887
Long-term borrowings 70,000 70,000
Other liabilities 25,199 21,945
Total liabilities 1,349,962 1,464,852
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
Number of Shares 3/31/99 12/31/98
Authorized 30,000,000 30,000,000
Issued 22,099,725 22,047,672
Outstanding 22,028,192 21,981,739 221 220
Surplus 79,198 79,056
Retained earnings 95,529 88,756
Accumulated other comprehensive income 5,446 6,794
Treasury stock, at cost (71,533 shares
at 3/31/99 and 65,933 shares at 12/31/98) (754) (687)
Stockholders' equity 188,890 183,389
Total liabilities &
stockholders' equity $1,538,852 $1,648,241
The accompanying unaudited notes are an
integral part of these financial statements.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(000's omitted
except per share data)
THREE MONTHS ENDED MARCH 31, 1999 AND 1998
1999 1998
Interest income
Interest and fees on loans $20,353 $22,315
Interest and dividends on
investment securities:
Taxable 4,027 4,514
Exempt from federal income tax 2,246 2,085
Other interest income 442 288
Total interest income 27,068 29,202
Interest expense
Interest on deposits 10,822 12,096
Interest on short-term borrowings 120 446
Interest on long-term borrowings 1,070 1,070
Total interest expense 12,012 13,612
Net interest income 15,056 15,590
Provision for possible loan losses 850 900
Net interest income after provision
for possible loan losses 14,206 14,690
Other income
Service charges on deposits 1,186 1,390
Trust fees 927 849
Investment securities gains, net 44 183
Gains on sales of branches and deposits 7,869 -
Other income 1,476 1,237
Total other income 11,502 3,659
Other expenses
Salaries 4,469 4,769
Pension, profit sharing and other
employee benefits 1,261 1,192
Net occupancy of bank premises 1,162 1,091
Furniture and equipment 928 983
Amortization of excess cost over fair
value of net assets acquired 401 401
Other 3,880 3,367
Total other expenses $12,101 $11,803
The accompanying unaudited notes are an
integral part of these financial statements.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Continued)
(000's omitted
except per share data)
THREE MONTHS ENDED MARCH 31, 1999 AND 1998
1999 1998
Earnings before income taxes $13,607 $ 6,546
Income tax expense 4,659 2,088
Net income $ 8,948 $ 4,458
Earnings per share
Basic $ .40 $ .19
Diluted $ .38 $ .19
The accompanying unaudited notes are an
integral part of these financial statements.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(000's omitted)
THREE MONTHS ENDED MARCH 31, 1999 AND 1998
1999 1998
Cash flows from operating activities:
Net earnings $ 8,948 $ 4,458
Adjustments to reconcile net earnings to
net cash from operating activities:
Amortization net, related to:
Investment securities 63 267
Excess of cost over net assets acquired 401 401
Other 322 103
Depreciation 989 1,011
Provision for possible loan losses 850 900
Gain on sale related to:
Branches and associated deposits (7,869) -
Investment securities (44) (183)
Loans sold to secondary market (173) (250)
Other real estate owned (15) (127)
Bank premises and equipment (188) -
Loans originated for sale (9,944) (17,190)
Loans sold to secondary market 10,117 17,190
Change in:
Other assets (3,164) 727
Other liabilities 3,249 1,316
Net cash from operating activities 3,542 8,623
Cash flows from investing activities:
Purchase of securities available for sale (61,219) (35,339)
Proceeds from:
Maturities of securities available for sale 144,383 43,768
Sales of securities available for sale 6,515 11,294
Sales of other real estate owned 84 1,857
Sales of bank premises and equipment 1,117 -
Net (increase) decrease in loans (30,756) 18,269
Purchases of bank premises and equipment (194) (1,055)
Net (increase) decrease in securities
under agreements to resell (7,848) 742
Net cash from investing activities $ 52,082 $ 39,536
The accompanying unaudited notes are an
integral part of these financial statements.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Continued)
(Unaudited)
(000's omitted)
THREE MONTHS ENDED MARCH 31, 1999 AND 1998
1999 1998
Cash flows from financing activities:
Net decrease in deposits $(36,000) $(27,359)
Payments for deposits included in branch sales (77,254) -
Net increase (decrease) in short term borrowings 2,979 (25,969)
Dividends paid (2,170) (1,986)
All other financing activities 76 (25)
Net cash from financing activities (112,369) (55,339)
Net decrease in cash and cash equivalents (56,745) (7,180)
Cash and cash equivalents at beginning of period 102,712 63,661
Cash and cash equivalents at end of period $ 45,967 $ 56,481
The accompanying unaudited notes are an
integral part of these financial statements.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying unaudited consolidated financial statements include
the financial information of Grand Premier Financial, Inc., and its
subsidiaries, all of which are wholly owned. Significant intercompany
balances and transactions have been eliminated. The consolidated
financial statements for the three months ended March 31, 1999 and
1998 are unaudited. In the opinion of management, the interim
financial statements reflect all adjustments (consisting only of
adjustments of a normal recurring nature) necessary for a fair
presentation of Grand Premier's financial position, results of
operations and cash flows for the interim periods presented. The
results for such interim periods are not necessarily indicative of the
results for the full year. The consolidated financial statements and
notes to the consolidated financial statements contained in the Annual
Report on Form 10-K for the year ended December 31, 1998, should be
read in conjunction with these consolidated financial statements.
All share and per share information has been restated for the 10%
common stock dividend distributed December 1, 1998 to shareholders of
record on November 15, 1998.
2. 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 Per
(Numerator) Shares Share
(in thousands) (Denominator) Amount
Three months ended March 31, 1999:
Net income $ 8,948
Less: Preferred stock dividends (185)
Basic EPS:
Income available to
common stockholders 8,763 22,009,538 $ .40
Effect of Dilutive securities
Stock options 195,439
Convertible preferred stock 145 936,852
Diluted EPS:
Income available to common
stockholders and assumed
conversions $ 8,908 23,141,829 $ .38
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
2. Earnings Per Share (Continued)
Income Per
(Numerator) Shares Share
(in thousands) (Denominator) Amount
Three months ended March 31, 1998:
Net income $ 4,458
Less: Preferred stock dividends (185)
Basic EPS:
Income available to
common stockholders 4,273 22,010,795 $ .19
Effect of Dilutive securities
Stock options 333,201
Convertible preferred stock 145 936,852
Diluted EPS:
Income available to common
stockholders and assumed
conversions $ 4,418 23,280,848 $ .19
3. Comprehensive Income
In 1998, the Company adopted Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130") which
establishes standards for reporting and the display of comprehensive
income and its components in a full set of general purpose financial
statements. SFAS 130 requires all items 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. The Company is 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 stockholders' equity section of the balance sheet.
For interim reporting purposes, the disclosure of other comprehensive
income may be included in the notes to the interim financial
statements.
The Company's comprehensive income includes net income and other
comprehensive income comprised entirely of unrealized gains or losses
on securities available for sale, net of tax.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(continued)
3. Comprehensive Income (continued)
Three months ended
March 31,
1999 1998
Net income $ 8,948 $ 4,458
Other comprehensive income, net of tax
Unrealized gains (losses) on securities:
Unrealized holding gain (loss)
arising during the period (1,273) 2,759
Reclassification adjustment for
gains included in net income (75) (79)
Other comprehensive income (loss) (1,348) 2,680
Comprehensive income $ 7,600 $ 7,138
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
This discussion provides an analysis of the Company's financial condition
and results of operations, and is intended to cover significant factors
affecting the Company's overall performance during the interim periods
presented. It is designed to provide shareholders with a more
comprehensive review of the operating results and financial condition
that are not otherwise apparent from the consolidated financial
statements included in this report, and should be read in conjunction
with the consolidated financial statements, accompanying notes and other
financial information included elsewhere in this report and in the 1998
Annual Report on Form 10-K.
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 achievements
could differ materially from the results, performance or achievements
expressed or implied by these forward looking statements. For a
discussion of these risks and uncertainties, see the "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
in the 1998 Annual Report on Form 10-K.
The Company declared a 10% stock dividend on September 28, 1998. Share
and per share amounts for all periods presented have been adjusted to
reflect the stock dividend.
Results of Operations
Net income for the quarter ended March 31, 1999 totaled $8.9 million, or
$.38 diluted earnings per share. Gains on the sales of four rural branch
offices and their associated deposit liabilities totaling $85.1 million
contributed approximately $4.7 million to net income ($.20 diluted
earnings per share). Excluding these gains, net income in 1999 totaled
$4.2 million, or $.18 diluted earnings per share, compared to $4.5
million, or $.19 diluted earnings per share, for the same quarter of
1998.
Taxable equivalent net interest income for the first three months of 1999
was $16.3 million, approximately 2.7% lower than $16.7 million in the
first quarter of 1998. Taxable equivalent interest income decreased from
$30.3 million in 1998 to $28.3 million in 1999 mainly due to lower
average yields on earning assets. While average earning assets declined
1.2% ($1.46 billion in 1999 and $1.48 billion in 1998), the average yield
on earning assets decreased 47 basis points from 8.33% in 1998 to 7.86%
in 1999 mainly due to the generally lower interest rate environment that
occurred during the latter part of 1998 that continued into 1999. Taxable
equivalent yields on loans and investment securities were 8.58% and 6.57%
in 1999 and 9.00% and 6.89% in 1998, respectively. Total interest expense
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
(continued)
also declined, but to a lesser extent, from $13.6 million in 1998 to
$12.0 million in 1999. The Company reduced the average rate paid on
interest bearing liabilities by 35 basis points from 4.48% in 1998 to
4.13% in 1999. Overall, the Company's cost of funds decreased 40 basis
points to 3.34% in 1999. The Company's taxable equivalent net interest
margin for the first three months of 1999 was 4.52% compared to 4.59% in
the similar period of 1998.
The Company reduced its provision for possible loan losses to $850
thousand in the first quarter of 1999 compared to $900 thousand in the
first quarter of 1998 and $3.6 million for all of 1998. The Company's
provisions are based on periodic evaluations by management of the
adequacy of the allowance for possible loan losses. These evaluations
consider numerous factors including, but not limited to, current economic
conditions, loan portfolio composition, prior loan loss experience, and
an estimation of potential losses. During the period, asset quality
improved substantially when compared to one year earlier. Non-performing
loans (consisting of non-accrual loans, loans past due 90 days or more
and renegotiated loans) totaled $5.9 million at March 31, 1999, 21.3%
lower than $7.5 million at December 31, 1998 and less than half of the
$12.7 million at March 31, 1998. Net charge-offs totaling $267,000 for
the first three months of 1999 were substantially lower than $2.5 million
recorded in the first quarter of 1998. Approximately $1.7 million of the
net charge-offs recorded in the first quarter of 1998 were from the
indirect auto segment of the loan portfolio for which the Company made a
provision for possible loan losses of approximately $6 million during the
final quarter of 1997. At March 31, 1999, the allowance for possible loan
losses was $13.0 million (1.32% of gross loans) compared to $12.4 million
(1.30% of gross loans) at December 31, 1998 and $13.8 million (1.37% of
gross loans)at March 31, 1998.
Other income increased sharply in 1999 as a result of gains totaling $7.9
realized on the sales of four rural branch offices and their associated
deposit liabilities. Excluding gains on the sale of branches and net
securities gains, other income increased 3.3% from $3.5 million in the
first quarter of 1998 to $3.6 million for the first three months on 1999.
Income from service charges on deposits decreased $204,000, from $1.4
million in 1998 to $1.2 million in 1999, mainly due to the reduction of
deposit balances as a result of the branch sales and a reduction in
overdraft fees. The reduction in service charges on deposits was
partially offset by an increase in trust fees from $849,000 in 1998 to
$927,000 in 1999. All other income, including a gain of approximately
$180,000 from the sale of a bank property in 1999, increased from $1.2
million in 1998 to $1.5 million in 1999.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
(continued)
Other expenses increased a modest 2.5% from $11.8 million in 1998 to
$12.1 million in 1999. Salaries and benefits decreased $231,000 (3.9%)
from $5.96 million in 1998 to $5.73 million in 1999. Net occupancy
expense combined with furniture and equipment expense remained stable at
just under $2.1 million for the first quarter of 1999 and 1998. Other
non-interest expenses increased from $3.4 million in 1998 to $3.9 million
in 1999, largely due to costs associated with the Company's pending
conversion to a new data processing system and operational losses from
forgeries and other fraudulent activities.
Income tax expense increased $2.6 million to $4.7 million in 1999
compared to $2.1 million in 1998. The Company's effective tax rate was
approximately 34.2% in 1999 and 31.9% in 1998. The increase in taxes and
the effective tax rate is mainly attributable to the fully taxable gains
realized on the sales of the four rural branches and their associated
deposits.
Financial Condition
Total assets were $1.54 billion at March 31, 1999, $109 million lower
than year-end 1998. During the same period, total deposits decreased $121
million to $1.24 billion at March 31, 1999. The reductions in total
assets and deposits were primarily from the sales of the branch offices
and their associated deposit liabilities. Proceeds from maturities of
short-term investments used to fund the transactions is the main reason
for the reduction in investment securities, from $516 million at
December 31, 1998 to $424 million at March 31, 1999. A reduction in
federal funds sold ($10 million at March 31, 1999 compared to $48 million
at year-end) was largely used to fund strong loan growth during the first
quarter. Gross loans increased $30 million (3.1%) to $986.1 million at
March 31, 1999. During the three month period ended March 31, 1999, total
stockholders equity increased $5.5 million to $188.9 million primarily
from comprehensive income net of dividends paid.
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.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
(continued)
Financial service organizations such as Grand Premier are heavily reliant
upon computer systems for processing transactions and accounting for
services provided to customers.
In April, 1999 the Company converted its core data processing system
(used to process transactions and maintain customer records) to licensed
software operated "in-house". The software was originally designed with
four digit date fields and accordingly, the vendor has asserted that the
system is fully "year 2000 ready". Other licensees of the software have
reviewed and participated in the vendors testing relative to Year 2000.
Based on a review of the vendors "testing scripts" and discussion with
other licensees, the Company believes the testing to be satisfactory and
the system "year 2000 ready". In June, 1999 the Company will conduct its
own testing, which will be monitored and reviewed by an independent third
party, to validate the vendor's assertions.
Other than its core data processing system, many of the Company's
processing systems are contracted with third party providers. Although
the contracted vendors bear the responsibility for 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. In addition to the
internal task force, the Company employs one full-time project manager as
well as outside consultants dedicated to the year 2000 project. The task
force has completed a comprehensive inventory of all systems used by the
Company. These systems include not only data processing and technology
driven systems, but also systems which may have embedded chips such as
elevators, security systems, building controls, and various office
handling equipment. Further, the Company has identified those systems,
which are deemed "mission critical" to its business.
The Company maintains regular communications with vendors who provide
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
timelines for managing the "year 2000 project", for evaluating and
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
(continued)
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.
Management has developed contingency plans in the event that efforts to
remedy the Company's systems are not fully successful or are not
completed in accordance with current expectations. The contingency plans
are being designed to address any failure to remedy the Company's
internal systems and to address failures of any third party vendors. The
contingency plans primarily include the use of substitute third party
service providers and/or a shift to manual processes.
The Company is well into testing its mission critical systems. Mission
critical testing for third party systems is partially dependent on the
vendor and accomplished mostly through user group and/or proxy testing.
Mission critical testing for in house systems is being performed by the
Company's year 2000 task force members, key members of the technology
group, and outside consultants. Management plans on having all testing of
mission critical systems completed by June 30, 1999.
As a part of its credit analysis process, the Company has also developed
a project plan for assessing the Year 2000 readiness of its significant
credit customers. Initial information has been obtained from significant
borrowers relative to their year 2000 preparedness. The Company will
continue correspondence with these significant customers to ensure
continued progress and preparedness for year 2000.
The projected total cost of the year 2000 project is currently estimated
to be $300,000, consisting primarily of the internal project manager's
salary and external consulting fees. As of March 31, 1999, a cumulative
total of approximately $100,000 had been spent on the Year 2000 project.
All costs associated with the year 2000 project are being charged to
expense as incurred. The estimate does not include the time that internal
staff and user departments are devoting to task force meetings, planning,
and testing relative to Year 2000. These costs are not anticipated to
have a material impact on operations.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
The Company's exposure to market risk arises from changes in interest
rates. Managing interest rate risk is the responsibility of the Company's
Asset/Liability Management Committee ("ALCO") established by the Board of
Directors. ALCO meets periodically, at least quarterly, to evaluate the
Company's market risk exposure.
Based upon ALCO's most recent evaluation, management does not believe the
Company's risk position at March 31, 1999 has changed materially from
year-end 1998 as disclosed in the Company's Annual Report on Form 10-K.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(A) Exhibits as follows:
The following exhibits are filed with, or incorporated by reference in,
this report. Each management contract or compensatory plan or
arrangement required to be filed as an exhibit to this report has been
marked with an asterisk.
2.1 Agreement and Plan of Merger, dated January 22, 1996, among
Northern Illinois Financial Corporation, Premier Financial
Services, Inc and the Company (incorporated by reference to
Exhibit 2.1 to the Company's Registration Statement on Form S-4,
as amended, File No. 333-03327), as amended by the First Amendment
thereto, dated March 18, 1996 (incorporated by reference to
Exhibit 2.2 to the Company's Registration Statement on Form S-4,
as amended, File No. 333-03327), and the Second Amendment thereto
(incorporated by reference to Exhibit 2.3 to the Company's Current
Report on Form 8-K, dated August 22, 1996, Commission File
No. 0-20987).
3.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Appendix F to the final proxy
statement prospectus included in the Company's Registration
Statement on Form S-4, as amended, File No. 333-03327).
3.2 By-laws of the Company (incorporated by reference to Exhibit 3.4
to the Company's Registration Statement on Form S-4, as amended,
File No. 333-03327).
4 Rights Agreement, dated as of July 8, 1996, between Grand Premier
Financial, Inc. and Premier Trust Services, Inc. (incorporated by
reference to the Company's Registration Statement on Form S-4, as
amended, File No. 333-03327).
10.1* Form of Change in Control Agreement, dated October (2)/(8), 1996,
entered into between the Company and each of Richard L. Geach,
David L. Murray, Kenneth A. Urban, Steven E. Flahaven and Scott
Dixon (incorporated by reference to the Company's Quarterly Report
on 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 Quarterly Report on Form 10-Q dated
September 30, 1996, Commission file No. 0-20987).
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
10.3* Grand Premier Financial, Inc. 1996 Non-Qualified Stock Option
Plan, as amended (incorporated by reference to Exhibit 10.3 of the
Company's Annual Report on Form 10-K dated December 31, 1997,
Commission file No. 0-20987).
10.4* Premier Financial Services, Inc. 1995 Non-Qualified Stock Option
Plan, as amended (incorporated by reference to Exhibit 10.4 of the
Company's Annual Report on Form 10-K dated December 31, 1997,
Commission file No. 0-20987).
10.5* Premier Financial Services, Inc. 1988 Non-Qualified Stock Option
Plan, as amended (incorporated by reference to Exhibit 10.5 of the
Company's Annual Report on Form 10-K dated December 31, 1997,
Commission file No. 0-20987).
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* Grand Premier Financial, Inc. Deferred Compensation Plan
(incorporated by reference to Exhibit 10.8 of the Company's 1996
Annual Report on Form 10-K, Commission File No. 0-20987).
10.8* Grand Premier Financial, Inc. Savings and Stock Plan and Trust
(incorporated by reference to Exhibit 10.9 of the Company's 1996
Annual Report on Form 10-K, Commission File No. 0-20987).
10.9* 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 Quarterly Report on
Form 10-Q dated June 30, 1997, Commission file No. 0-20987.)
10.10* Grand Premier Financial, Inc. Non-Employee Directors Stock Option
Plan (incorporated by reference to Appendix A of the Company's
Definitive Proxy Statement dated April 13, 1998).
11. Statement re computation of per share earnings (See Note 2 to the
Consolidated Financial Statements for the three months ended
March 31, 1999).
27. Financial Data Schedule, for the three months ended
March 31, 1999.
(B) Reports on Form 8-K
No Current Report of Form 8-K was filed during the quarter ended
March 31, 1999.
GRAND PREMIER FINANCIAL, INC.
AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GRAND PREMIER FINANCIAL, INC
(Registrant)
May 6, 1999 /s/ David L. Murray
Date David L. Murray, Senior Executive Vice
President and Chief Financial Officer
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