U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10KSB/A
AMENDMENT TO APPLICATION OR REPORT
FILED PURSUANT TO SECTION 12, 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File No.: 333-17227
VERMILION BANCORP, INC.
(Name of Small Business Issuer in Its Charter)
Delaware 37-1363755
(State of Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification
Number)
714 North Vermilion Street,
Danville, Illinois 61832
(Address of Principal (ZIP Code)
Executive Offices)
Issuer's Telephone Number, Including Area Code: (217) 442--
0270
AMENDMENT No. 1
The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its Annual Report
Pursuant to Section 13 of the Securities Exchange Act of 1934 for the
fiscal year ended September 30, 1997 on Form 10-KSB, as set forth in the
pages attached hereto:
Item 10. Directors and Executive Officers of Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by
the undersigned, thereunto duly authorized.
VERMILION BANCORP, INC.
(Registrant)
Date: January 28, 1998 By:/S/ MERRILL G. NORTON
(Signature)
VERMILION BANCORP, INC.
INDEX - FORM 10KSB/A
The following information required by Part III of Form 10-KSB is being provided
by an amendment on Form 10KSB/A to the Registrant's Annual Report on
Form 10-KSB in view of the Registrant's decision to postpone its 1997 Annual
Shareholders' Meeting and the resultant delay in filing the Registrant's
definitive proxy statement with the Securities and Exchange Commission.
ITEM 10 - Directors and Executive Officers
of the Registrant 5
ITEM 11 - Executive Compensation 8
ITEM 12 - Security Ownership of Certain
Beneficial Owners and Management 10
ITEM 13 - Certain Relationships and Related Transactions 11
Part III
Item 10. Directors and Executive Officers of the Registrant
SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's officers, directors
and persons who own more than 10% of the Company's Common Stock to file
reports of ownership and changes in ownership with the SEC and the National
Association of Securities Dealers, Inc. Officers, directors and greater than 10%
stockholders are required by regulation to furnish the Company with copies of
all forms they file pursuant to Section 16(a) of the Exchange Act. The Company
knows of no person who owns 10% or more of the Company's Common Stock.
Based solely on review of the copies of such forms furnished to the Company, or
written representations from its officers and directors, the Company believes
that during the fiscal year ended September 30, 1997, the Company's officers and
directors complied in all respects with the reporting requirements promulgated
under Section 16(a) of the 1934 Act.
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR
AND DIRECTORS WHOSE TERMS CONTINUE
Election of Directors
The Bylaws of the Company provide that the Board of Directors shall be divided
into three classes which are as equal innumber as possible, and that the members
of each class of directors are to be elected for a term of three years and until
their successors are elected and qualified.
At the Annual Meeting, stockholders of the Company will be asked to elect two
directors of the Company for a three-year term and until their successors are
elected and qualified. The nominees for election as directors were selected by
the Nominating Committee of the Board of Directors and, each nominee currently
serves as a director of the Company. There are no arrangements or
understandings between the persons named and any other person pursuant to which
such person was selected as a nominee for election as a director at the
Annual Meeting. No director or nominee for director is related to any other
director or executive officer of the Company by blood, marriage or adoption.
If any person named as nominee should be unable or unwilling to stand for
election at the time of the Annual Meeting, the proxies will nominate and
vote for any replacement nominee or nominees recommended by the Board of
Directors of the Company. At this time, the Board of Directors knows of no
reason why any of the nominees may not be able to serve as a director if
elected.
The following tables present information concerning each nominee for director
and each director whose term continues and reflects his tenure as a director of
the Company (including service as a director of American Savings Bank
("American" or the "Bank")), his principal occupation during the past five years
as well as the number of shares of Common Stock beneficially owned by each
such person as of the January 21, 1998. Each nominee and each director has been
a director of the Company since its formation in 1997.
NOMINEES FOR DIRECTOR FOR THREE-YEAR TERM EXPIRING IN 2001
Position with
the Company and
the Bank and Common Stock
Principal Occupation Beneficially
During the Past Director Owned as of
Name Age Five Years Since(1) January 21, 1998(2)
- ---- --- ------------------ -------- -------------------
No. %
--- --
William T. Ingram 56 Director 1990 15,000(3) 3.8%
Mr. Ingram operates
a number of businesses
in the Danville,
Illinois area, including
Automobile Diagnostics,
Quick Air Freight, Ingram's
Quicklube and Ingram's Apartments.
Dr. Robert Eubank 65 Director 1983 15,000(4) 3.8%
Dr. Ewbank has
been a medical
consultant since 1995
when he retired from
his oral and maxillofacial
surgery practice in Danville, Illinois.
DIRECTORS WITH TERMS EXPIRING IN 1999
Position with
the Company and
the Bank and Common Stock
Principal Occupation Beneficially
During the Past Director Owned as of
Name Age Five Years Since(1) January 21, 1998(2)
- ---- --- ------------------ -------- -------------------
No. %
--- --
Merrill G. Norton 52 Director, 1996 15,000(5) 3.8%
President and
Chief Executive Officer
Mr. Norton has served as
the Bank's president and
chief executive officer
of the Company since 1997
and of the Bank since 1992.
He was the sole proprietor
of Merrill G. Norton, C.P.A.
from 1973 to 1992.
Carl W. Busby 68 Director, 1993 15,400(6) 3.9%
Mr. Busby is
an auctioneer, farm
and real estate appraiser
and agriculture real estate
salesman. He is the
president and owner with
his wife of Busby Farms, Inc.
and Busby Land and Auction Co., Inc.
DIRECTOR WITH TERMS EXPIRING IN 2000
Position with
the Company and
the Bank and Common Stock
Principal Occupation Beneficially
During the Past Director Owned as of
Name Age Five Years Since(1) January 21, 1998(2)
- ---- --- ------------------ -------- -------------------
No. %
--- --
Thomas B. Meyer 53 Chairman of the 1972 7,700(7) 1.9%
Board; Mr. Meyer
is an attorney
in private practice
in Danville, Illinois.
He has served as Chairman
of the Board of the
Company since 1997 and
of the Bank since 1992.
- ---------------------------------------
(1) Includes service with the Bank
(2) Based on information furnished by the respective individuals. Pursuant to
rules promulgated by the Securities and Exchange Commission ("SEC") under the
Securities Exchange Act of 1934, as amended ("Exchange Act"), a person or entity
is considered to beneficially own shares of Common Stock if the person or entity
has or shares (i) voting power, which includes the power to vote or to direct
the voting of the shares, or (ii) investment power, which includes the power to
dispose or direct the disposition of the shares. Unless otherwise indicated,
a person or entity has sole voting and sole investment power with respect to
the indicated shares. Shares which are subject to stock options and which may
be exercised within 60 days of the Voting Record Date are deemed to be
outstanding for the purpose of computing the percentage of Common Stock
beneficially owned by such person.
(3) Includes 5,000 shares held by Mr. Ingram and his wife, 3,400 shares held by
his wife, 1,600 shares held by Mr. Ingram's individual retirement account, and
1,600 shares held by the individual retirement account of his wife.
(4) Includes 5,000 shares held by Dr. Eubank and his wife and 5,000 shares held
by his wife.
(4) Includes 7,700 shares held by the Mr. Norton's individual retirement account
and that of his spouse, and 3,300 shares owned jointly with his spouse.
(6) Includes 5,000 shares held jointly by Mr. Busby and his wife, 5,000 shares
held by Busby Farms, Inc., owned jointly with his wife, and 5,400 shares held
by Mr. Busby's individual retirement account.
(7) Includes 5,000 shares held jointly by Mr. Meyer and his wife and 2,700
shares held by Mr. Meyer's individual retirement account.
OFFICER WHO IS NOT A DIRECTOR
Set forth below is information concerning an officer of the Company and the
Bank who does not serve on the Board of Directors of the Company. All officers
are elected by the Board of Directors and serve until their successors are
elected and qualified. No officer is related to any director or other executive
officer of the company by blood, marriage or adoption, and there are no
arrangements or understandings between a director of the Company and any other
person pursuant to which such person was elected an officer.
OFFICER SINCE 1997
Position with
the Company and
the Bank and Common Stock
Principal Occupation Beneficially
During the Past Owned as of
Name Age Five Years January 21, 1998(1)
------ ---- -------------------- -------------------
Terry L. Stal. 45 Treasurer of the No. %
Company since 1997 ------- -----
Vice-President and 4,250 1.2%(2)
Controller of the
Bank since 1997.
Director and Chief
Operating Officer of
The First National
Bank in Georgetown
from 1978 to 1995 and
its Holding Company
from 1986 to 1995.
(1) Based on information furnished by the respective individuals. Pursuant to
rules promulgated by the Securities and Exhange Commission ("SEC") under the
Securities Exchange Act of 1934, as amended ("Exchange Act"), a person or
entity is considered to beneficially own shares of Common Stock if the person
or entity has or shares (i) voting power, which includes the power to vote or
to direct the voting of the shares, or (ii) investment power, which includes
the power to dispose or direct the disposition of the shares. Unless
otherwise indicated, a person or entity has sole voting and sole investment
power with respect to the indicated shares. Shares which are subject to
stock options and which may be exercised within 60 days of the Voting Record
Date are deemed to be outstanding for the purpose of computing the percentage
of Common Stock beneficially owned by such person.
(2) Includes 4,000 owned by Mr. Stal and his mother and 250 shares held by the
Individual Retirement Account of Mr. Stal.
Item 11. Executive Compensation
The following table sets forth a summary of certain information concerning
the compensation awarded to or paid the Company, for services rendered in all
capacities during the last fiscal year to the Chief Executive Officer of the
Company and, for the fiscal years ended September 30, 1996 and September 30,
1995, concerning compensation awarded to or paid by the Bank, for services
rendered in all capacities during the last two fiscal years to the Chief
Executive Officer of the Bank. No other executive officer received salary
and bonuses aggregating more than $100,000 during any of the last three fiscal
years.
SUMMARY COMPENSATION TABLE
Annual Compensation
-------------------------------------------------
Other
Name and Fiscal Annual
Principal Position Year Salary(1) Bonus Compensation(2)
- -------------------- ----- --------- ----- ---------------
Merill G. Norton, 1997 $83,900 $280 --
Chief Executive 1996 83,200 250 --
Officer 1995 81,300 200 --
All Other
Long Term Compensation Compensation
-------------------------------------------- ------------
Awards Payouts
----------------------- -------
Name and
Principal Position
Restricted
Fiscal Stock LTIP Pension
Year Options(3) Awards(3) Payouts Payments(4)
---- ---------- ------------ -------- --------
Merrill G. Norton 1997 -- $-- $-- $1,710
Chief Executive 1996 -- -- -- 6,765
Officer 1995 -- -- -- 6,597
- ---------------------------------------
(1) Includes directors fees and fees for services as an officer and director of
G.B.W. Service Corporation ("GBW"), a subsidiary of the Bank.
(2) Does not include amounts attributable to miscellaneous benefits received by
the named executive officer, including the payment of club membership dues.
The costs to the Company of providing such benefits to the named executive
officer during the year ended September 30, 1997 did not exceed the lesser of
$50,000 or 10% of the total of annual salary and bonus reported for such
individual.
(3) The Company has not adopted any stock option or restricted stock award
plans. Management intends to submit such plans for stockholder approval at the
Company's first annual meeting of stockholders.
(4) Consist of amounts allocated accrued or paid by the Company or the Bank on
behalf of Mr. Norton pursuant to the Bank's 401K plan.
STOCK OPTIONS
The Company has not adopted any stock option plan. Management intends to
submit a stock option and management recognition plan for stockholder approval
at the Company's first annual stockholders' meeting.
DIRECTORS' COMPENSATION
Members of the Bank's Board of Directors receive $500 per month plus $400 per
special meeting attended. Board fees are subject to adjustment by the Board of
Directors annually. Each of the Bank's directors also serves on GBW's board of
directors without compensation.
EMPLOYMENT AGREEMENT
On January 15, 1997, the Company and the Bank has entered into an employment
agreement with Mr. Norton under which they agreed to employ Mr. Norton for a
term of three years in his current position at an initial base salary of
$76,000. The agreement is terminable with or without cause by the Bank. Under
the agreement, Mr. Norton has no right to compensation or other benefits for any
period after voluntary termination or termination by the Bank for cause,
provided, however, that (i) in the event that the Bank fails to comply with any
material provision of the employment agreement he shall be entitled to severance
payments equal to his annual salary multiplied by three or (ii) if certain
adverse actions are taken with respect to the officer's employment following a
Change in Control of the Company, as defined, Mr. Norton will be entitled to
cash severance payments equal to his average annual compensation at the date of
termination multiplied by two. A Change in Control of the Company is generally
defined in the employment agreement to mean a change in control of a nature that
would be required to be reported in response to Item 6(c) of Schedule 14A of
Regulation 14A promulgated under the Securities Exchange Act of 1934, as
amended. Mr. Norton's employment agreement provides that in the event that any
payments to be paid thereunder are deemed to constitute "excess parachute
payments" and, therefore, subject to an excise tax under Section 4999 of the
Code, the amount of severance shall be reduced to an amount that will not result
in any excess parachute payments. Mr. Norton's agreement also provides that in
the event of Mr. Norton's disability, retirement or death during the term of the
agreement, Mr. Norton or his estate will receive payments equal to the amount of
compensation for 12 months at his then current base salary.
Based upon compensation levels at January 1, 1998, in the event of a
termination of employment following a Change in Control, Mr. Norton would
receive $152,320 in cash severance.
Although the above-described employment agreement could increase the cost of
any acquisition of control of the Company, management of the Company does not
believe that the terms thereof would have a significant anti-takeover effect.
Item 12. Security Ownership of Certain Beneficial
Owners and Management
The following table sets forth information as to the Common Stock beneficially
owned, as of January 21, 1998, by the only persons or entities known to the
Company to be the beneficial owners of more than 5% of the Common Stock and by
all directors and executive officers of the Company as a group.
AMOUNT AND
NATURE OF PERCENT
NAME AND ADDRESS BENEFICIAL OF
OF BENEFICIAL OWNER OWNERSHIP(1) CLASS
- -------------------------------------- ----------------- ----------
Vermilion Bancorp, Inc. Employee Stock
Ownership Plan 31,740(2) 8.0%
Tontine Financial Partners, L.P.(3) 39,600 9.9%
Directors:
Merrill G. Norton 15,000 3.8%
Carl Busby 15,400 3.9%
Thomas B. Meyer 7,700 1.9%
Dr. Robert Eubank 15,000 3.8%
William T. Ingram 15,000 3.8%
All directors and
executiveofficers of
the Company
as a Group (5 persons) 68,100 17.2%
- ---------------------------------------
(1) Pursuant to rules promulgated by the Securities and Exchange Commission
("SEC") under the Securities Exchange Act of 1934, as amended ("Exchange Act"),
a person or entity is considered to beneficially own shares of Common Stock if
the person or entity has or shares (i) voting power, which includes the power
to vote or to direct the voting of the shares, or (ii) investment power,
which includes the power to dispose or direct the disposition of the shares.
Unless otherwise indicated, a person or entity has sole voting and sole
investment power with respect to the indicated shares. Shares which are subject
to stock options and which may be exercised within 60 days of the Voting Record
Date are deemed to be outstanding for the purpose of computing the percentage
of Common Stock beneficially owned by such person.
(2) The Vermilion Bancorp, Inc., Employee Stock Ownership Plan Trust ("Trust")
was established pursuant to the Vermilion Bancorp, Inc., Employee Stock
Ownership Plan ("ESOP") by an agreement between the Company and Messrs. Thomas
B. Meyer, William T. Ingram, and Merrill G. Norton, who act as trustees of the
plan ("Trustees"). As of January 21, 1998, 3174 , shares held in the Trust had
been designated fo allocation to participating employees. Specific allocated
shares for each participating employee have not been computed at this time by
the ESOP administrators. Under the terms of the ESOP, the Trustees will
generally vote the allocated shares held in the ESOP in accordance with the
instructions of the participating employees. Unallocated shares held in
the ESOP will generally be voted in the same ratio on any matter as those
allocated shares for which instructions are given, subject in each case to the
fiduciary duties of the ESOP Trustees and applicable law. Any allocated shares
which either abstain on the proposal or are not voted will be disregarded in
determining the percentage of stock voted for and against each proposal by the
participants and beneficiaries. The amount of Common Stock beneficially owned
by directors who serve as Trustees of the ESOP and by all directors and
executive officers as a group does not include the unallocated shares held by
the Trust.
(3) Based upon a Schedule 13D filed by Tontine Financial Partners, L.P., on
April 4, 1997, Tontine Financial Partners, L.P., is a private investment limited
partnership investing in financial institutions.
Item 13. Certain Relationships and Related
Transactions
The Bank, in the ordinary course of business, makes available to its directors
and executive officers mortgage loans on their primary residences, consumer
loans and loans on their savings accounts. Such loans are made on the same
terms as comparable loans to other borrowers.
