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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______________)*
First Robinson Financial Corporation
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(Name of Issuer)
Common Stock, Par Value $0.01 per share
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(Title of Class of Securities)
336188 10 7
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(CUSIP Number)
Rick L. Catt
501 E. Main Street, Robinson, Illinois 62454
(618) 544-8621
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 29, 2000
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box __.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 336188 10 7 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NUMBER OF ABOVE PERSON
(ENTITIES ONLY)
Rick L. Catt
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ___ (b) X
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) __
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 34,951
SHARES --------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 92
EACH --------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 21,264
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10 SHARED DISPOSITIVE POWER
92
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
35,043
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
--
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
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14 TYPE OF REPORTING PERSON
IN
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Page 2 of 6 Pages
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Item 1. Security and Issuer
The class of equity securities to which this statement relates is the
common stock, par value $.01 per share (the "Common Stock"), of First Robinson
Financial Corporation (the "Company"), located at 501 E. Main Street, Robinson,
Illinois 62454.
Item 2. Identity and Background
The name and address of the person filing this statement is Rick L. Catt,
501 E. Main Street, Robinson, Illinois 62454. Mr. Catt is a director and
President and Chief Executive Officer of the Company and the Company's wholly
owned subsidiary, First Robinson Financial Corporation (the "Bank"), at the
address stated above. During the last five years, Mr. Catt has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in him being
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or being found in violation with respect to such laws.
Mr. Catt is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
Mr. Catt has acquired beneficial ownership of 35,043
shares of Common Stock as follows:
(i) 92 shares purchased by Mr. Catt jointly with his wife with personal
funds at an aggregate cost of $920.
(ii) 15,472 shares underlying unexercised stock options awarded to Mr. Catt
in consideration for his service as a director and officer of the Company and
the Bank which are currently exercisable (excludes 10,316 shares underlying
currently unexercisable stock options which will become exercisable in two equal
installments on July 29, 2001 and July 29, 2002;
(iii) 6,447 shares awarded as restricted stock to Mr. Catt in consideration
for his service as a director and officer of the Company and Bank;
(iv) 2,649 shares allocated to Mr. Catt's account under the Company's
Employee Stock Ownership Plan (the "ESOP").
(v) 8,461 shares held for Mr. Catt's benefit by the Company's 401-K Plan;
and
(vi) 1,922 shares held for Mr. Catt's benefit by the Company's Directors
Retirement Plan.
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Item 4. Purpose of Transaction
Except with respect to the ESOP allocations and stock options and shares of
restricted stock awarded to Mr. Catt by the Company as compensation, all of the
shares purchased and/or acquired by Mr. Catt are for investment purposes. Mr.
Catt may, from time to time depending upon market conditions and other
investment considerations, purchase additional shares of the Common Stock for
investment or dispose of shares of the Common Stock. As a director and President
and Chief Executive Officer of the Company, Mr. Catt regularly explores
potential actions and transactions which may be advantageous to the Company,
including, but not limited to, possible mergers, acquisitions, reorganizations
or other material changes in the business, corporate structure, management,
policies, governing instruments, capitalization, securities or regulatory or
reporting obligations of the Company.
Except as noted above, Mr. Catt has no plans or proposals which relate to
or would result in:
(a) the acquisition by any person of additional securities
of the Company, or the disposition of securities of the Company;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company or any
of its subsidiaries;
(d) any change in the present Board of Directors or management of the
Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board;
(e) any material change in the present capitalization or dividend policy of
the Company;
(f) any other material change in the Company's business or corporate
structure;
(g) changes in the Company's certificate of incorporation, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person;
(h) causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
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Item 5. Interest in Securities of the Issuer
The aggregate number of shares of Common Stock beneficially owned by Mr.
Catt as of the date of this filing is 35,043 shares, representing 5.6% of the
shares of Common Stock outstanding. Of these shares, Mr. Catt has sole voting
power over 34,951 shares (including 2,648 shares allocated to Mr. Catt's ESOP
account over which Mr. Catt has no dispositive powers) and sole dispositive
power over 21,264 shares. The 34,951 shares include 92 shares owned jointly with
Mr. Catt's wife, over which Mr. Catt may be deemed to have shared voting and
dispositive powers. The 34,951 shares also include 15,472 shares subject to
currently exercisable stock options.
Mrs. Catt's address is c/o First Robinson Financial, 501 E. Main Street,
Robinson, Illinois 62454. During the last five years, Mrs. Catt has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction which resulted in her being
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or being found in violation of such laws.
Mrs. Catt is a citizen of the United States of America.
During the 60-day period prior to the date of this filing,
Mr. and Mrs. Catt did not effect any transactions in the Common
Stock.
No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares held by Mr. Catt, except the 92 shares held jointly with Mr. Catt's wife
and except, in the case of the 2,648 shares held in Mr. Catt's ESOP account, the
trustee of the ESOP.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to the Securities of
the Issuer
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Mr. Catt and any person with respect to any
securities of the Company, including but not limited to, transfer or voting of
any of such securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies. None of the shares of Common
Stock beneficially owned by Mr. Catt are pledged or otherwise subject to a
contingency the occurrence of which would give another person voting power or
investment power over such shares.
Item 7. Material to be Filed as Exhibits
None.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: August 8, 2000 /s/ Rick L. Catt
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Rick L. Catt
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