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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 1998
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________ to _________________
Commission File Number 1-13847
FIRST LINCOLN BANCSHARES INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 47-0807441
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(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
13TH AND "N" STREETS, LINCOLN, NEBRASKA 68508
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(Address of principal executive offices) (Zip Code)
(402) 475-0521
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(Registrant's telephone number, including area code)
Securities registered pursuant to section 12(b) of the Act:
COMMON STOCK, PAR VALUE $.01 PER SHARE
Securities registered pursuant to section 12(g) of the Act
NOT APPLICABLE
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 No
--- ---
Indicate by 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 definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of September 22, 1998 the Company had no shares of Common Stock issued
or outstanding.
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PART I
ITEM 1. BUSINESS.
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First Lincoln Bancshares Inc. (the "Company") is a Delaware holding
company, formed for the purpose of acquiring all of the common stock of First
Federal Lincoln Bank (the "Bank") concurrent with the Bank's conversion from
mutual to stock form of organization. At this time and until the conversion is
complete, First Lincoln Bancshares Inc. is a noncapitalized shell corporation
with no business activities.
For a further discussion of First Lincoln Bancshares Inc.'s formation and
intended operations see "First Lincoln Bancshares Inc." in the Company's
Prospectus (the "Prospectus")
dated March 13, 1998, which is a part of its Registration Statement under the
Securities Act of 1933 on Form S-1, initially filed on December 12, 1997 and
declared effective on February 11, 1998 and supplemented on March 13, 1998. Such
description of First Lincoln Bancshares Inc. is incorporated herein by reference
as Exhibit 99.1. Upon completion of its conversion, the Bank will become the
wholly-owned subsidiary of the Company.
ITEM 2. PROPERTIES.
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As a noncapitalized shell corporation with no assets and liabilities, the
Company currently maintains no properties.
ITEM 3. LEGAL PROCEEDINGS.
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None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
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No matter was submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security holders, through the solicitation
of proxies or otherwise.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
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The Company was formed in November 1997 and has never issued capital
stock.
ITEM 6. SELECTED FINANCIAL DATA.
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The financial statements of First Lincoln Bancshares Inc., which are set
forth below, reflect the Company's shell status.
<TABLE>
<CAPTION>
FIRST LINCOLN BANCSHARES INC.
STATEMENTS OF CONDITION
At June 30, 1998
-----------------------
<S> <C>
Assets............................... $ --
Expenses............................. $ --
See accompanying notes to financial statements
</TABLE>
<TABLE>
<CAPTION>
STATEMENTS OF OPERATIONS
Year Ended June 30, 1998
-------------------------------
<S> <C>
Income............................... $ --
Expenses............................. $ --
Net income..................... $ --
See accompanying notes to financial statements
</TABLE>
<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Year Ended June 30, 1998
-------------------------------------------------------
Additional
Common Paid-in Retained
Stock Capital Earnings Total
---------- ---------- -------- ----------
<S> <C> <C> <C> <C>
Balance June 30, 1997.... $ -- $ -- $ -- $ --
Balance June 30, 1998.... $ -- $ -- $ -- $ --
See accompanying notes to financial statements.
</TABLE>
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<TABLE>
<CAPTION>
STATEMENTS OF CHANGE IN CASH FLOW
Year Ended June 30
----------------------------------
1998 1997
------------ ------------
<S> <C> <C>
Funds provided............................ $ -- NA
Funds used................................ $ -- NA
See accompanying notes to financial statements.
</TABLE>
FIRST LINCOLN BANCSHARES INC.
NOTES TO FINANCIAL STATEMENTS
1. General
First Lincoln Bancshares Inc. is a recently formed holding company formed
for the purpose of acquiring all of the common stock of First Federal Lincoln
Bank concurrent with its conversion from mutual to stock form of organization.
At June 30, 1998, First Lincoln Bancshares Inc. was a shell corporation with no
business activities and no assets.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
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OF OPERATIONS.
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See Item 1.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
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See Item 1.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
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See Items 1 and 6.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS.
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Information concerning Directors and Executive Officers of the Company is
attached as Exhibit 99.2. This exhibit contains excerpts from the "Management of
the Company," and "Management of the Bank" sections of the Prospectus, dated
March 13, 1998, which is a part of its Registration Statement under the
Securities Act of 1933 on Form S-1, initially filed on December 12, 1997 and
declared effective on February 11, 1998 and supplemented on March 13, 1998. The
exhibit has been amended to note a change in management of the Bank since the
date of the Prospectus.
ITEM 11. EXECUTIVE COMPENSATION.
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No executive officers are currently paid by the Company, due to its
inactive status as a noncapitalized shell corporation.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
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Not applicable. Currently, the Company has no shares issued or
outstanding.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
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Not applicable. See Item 1.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
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(a) The following exhibits are filed as part of this report:
Exhibit 3.1 Certificate of Incorporation of First Lincoln
Bancshares Inc.*
Exhibit 3.2 Bylaws of First Lincoln Bancshares Inc.*
Exhibit 4.0 Draft of Stock Certificate of First Lincoln
Bancshares Inc.*
Exhibit 99.1 Portion of the Company's Prospectus contained in
the Company's Registration Statement under the
heading, "First Lincoln Bancshares Inc."**
Exhibit 99.2 Portion of the Company's Prospectus contained in
the Company's Registration Statement under the
heading, "Management of the Company," and
"Management of the Bank."
(b) The Company filed a Form 8-K on April 9, 1998. The Form 8-K reported
under Item 5 that the Company's proposed subsidiary, First Federal
Lincoln Bank, Lincoln, Nebraska had suspended its conversion as of
April 6, 1998.
* Incorporated herein by reference in this document from the Exhibits to
the Form S-1 Registration Statement, filed on December 12, 1997, and any
amendments thereto (Registration Statement No. 333-42197).
** Incorporated herein by reference in this document from Exhibit 99.1 of the
Company's 10-Q, for the period ending December 31, 1997, filed on March
30, 1998.
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SIGNATURES
Pursuant to the requirements 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.
FIRST LINCOLN BANCSHARES INC.
Date: September 22, 1998 By: /s/ Gilbert G. Lundstrom
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Gilbert G. Lundstrom
President and Chief Executive
Officer
Date: September 22, 1998 By: /s/ Eugene B. Witkowicz
----------------------- -----------------------------------
Eugene B. Witkowicz
Executive Vice President, Treasurer
and Chief Financial Officer
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<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extracted from the Form
10-K and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0001051001
<NAME> First Lincoln Bancshares Inc.
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Jun-30-1998
<PERIOD-END> Jun-30-1998
<EXCHANGE-RATE> 1<F1>
<CASH> 0<F1>
<INT-BEARING-DEPOSITS> 0<F1>
<FED-FUNDS-SOLD> 0<F1>
<TRADING-ASSETS> 0<F1>
<INVESTMENTS-HELD-FOR-SALE> 0<F1>
<INVESTMENTS-CARRYING> 0<F1>
<INVESTMENTS-MARKET> 0<F1>
<LOANS> 0<F1>
<ALLOWANCE> 0<F1>
<TOTAL-ASSETS> 0<F1>
<DEPOSITS> 0<F1>
<SHORT-TERM> 0<F1>
<LIABILITIES-OTHER> 0<F1>
<LONG-TERM> 0<F1>
0<F1>
0<F1>
<COMMON> 0<F1>
<OTHER-SE> 0<F1>
<TOTAL-LIABILITIES-AND-EQUITY> 0<F1>
<INTEREST-LOAN> 0<F1>
<INTEREST-INVEST> 0<F1>
<INTEREST-OTHER> 0<F1>
<INTEREST-TOTAL> 0<F1>
<INTEREST-DEPOSIT> 0<F1>
<INTEREST-EXPENSE> 0<F1>
<INTEREST-INCOME-NET> 0<F1>
<LOAN-LOSSES> 0<F1>
<SECURITIES-GAINS> 0<F1>
<EXPENSE-OTHER> 0<F1>
<INCOME-PRETAX> 0<F1>
<INCOME-PRE-EXTRAORDINARY> 0<F1>
<EXTRAORDINARY> 0<F1>
<CHANGES> 0<F1>
<NET-INCOME> 0<F1>
<EPS-PRIMARY> 0<F1>
<EPS-DILUTED> 0<F1>
<YIELD-ACTUAL> 0<F1>
<LOANS-NON> 0<F1>
<LOANS-PAST> 0<F1>
<LOANS-TROUBLED> 0<F1>
<LOANS-PROBLEM> 0<F1>
<ALLOWANCE-OPEN> 0<F1>
<CHARGE-OFFS> 0<F1>
<RECOVERIES> 0<F1>
<ALLOWANCE-CLOSE> 0<F1>
<ALLOWANCE-DOMESTIC> 0<F1>
<ALLOWANCE-FOREIGN> 0<F1>
<ALLOWANCE-UNALLOCATED> 0<F1>
<FN>
<F1>First Lincoln Bancshares Inc. is a newly formed savings and loan holding
company formed for the purpose of acquiring all of the common stock of First
Federal Lincoln Bank, Lincoln, Nebraska, concurrent with the Bank's conversion
from mutual to stock form of organization. At June 30, 1998, First Lincoln
Bancshares Inc. was a shell corporation with no business activities or
operations and no assets.
</FN>
</TABLE>
<PAGE> 1
Exhibit 99.2 Portion of the Company's Prospectus contained in the
Company's Registration Statement under the heading,
"Management of the Company," and "Management of the Bank."
<PAGE> 2
MANAGEMENT OF THE COMPANY
The Board of Directors of the Company is divided into three classes, each
of which contains approximately one-third of the Board. The directors shall be
elected by the stockholders of the Company for staggered three-year terms, or
until their successors are elected and qualified. One class of directors,
consisting of Campbell McConnell, has a term of office expiring at the first
annual meeting of stockholders, a second class, consisting of Gilbert G.
Lundstrom and Joyce Person Pocras, has a term of office expiring at the second
annual meeting of stockholders, and a third class, consisting of LaVern F.
Roschewski and Ann Lindley Spence, has a term of office expiring at the third
annual meeting of stockholders. The names and biographical information of the
directors are set forth under "Management of the Bank--Biographical
Information."
<TABLE>
<CAPTION>
The following individuals are the executive officers of the Company and
hold the offices set forth below opposite their names.
NAME POSITION(S) HELD WITH COMPANY
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<S> <C>
LaVern F. Roschewski........ Chairman of the Board
Gilbert G. Lundstrom........ President and Chief Executive Officer
Eugene B. Witkowicz......... Executive Vice President, Treasurer
and Chief Financial Officer
Patricia A. Young........... Corporate Secretary
Judith A. Klinkman.......... Assistant Corporate Secretary
</TABLE>
The executive officers of the Company are elected annually and hold office
until their respective successors have been elected and qualified or until
death, resignation or removal at the discretion of the Board of Directors.
Since the formation of the Company, none of the executive officers,
directors or other personnel has received remuneration from the Company.
Information concerning the principal occupations, employment and other
information concerning the directors and officers of the Company during the past
five years is set forth under "Management of the Bank--Biographical
Information."
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MANAGEMENT OF THE BANK
<TABLE>
<CAPTION>
DIRECTORS
The following table sets forth certain information regarding the Board of
Directors of the Bank.
POSITION(S) HELD WITH THE DIRECTOR TERM
NAME AGE(1) BANK SINCE EXPIRES
- --------------------- ------- -------------------------- --------- --------
<S> <C> <C> <C> <C>
LaVern F. Roschewski. 66 Chairman of the Board of 1982 2000
the Bank, Chairman of the
Board and Chief Executive
Officer of the Iowa Bank
Gilbert G. Lundstrom. 56 Director, President and 1994 1999
Chief Executive Officer
Campbell McConnell... 69 Director 1974 1998
Ann Lindley Spence... 63 Director 1989 2000
Joyce Person Pocras.. 55 Director 1994 1999
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(1) As of September 30, 1997.
</TABLE>
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following table sets forth certain information regarding the executive
officers of the Bank who are not also directors.
NAME AGE(1) POSITION(S) HELD WITH BANK
- ------------------------------ ------- -----------------------------
<S> <C> <C>
Eugene B. Witkowicz........... 49 Executive Vice President,
Treasurer, Chief Financial Officer
and Director of Finance
Roland P. Maaske(2)........... 64 Executive Vice President and
Director of Lending
Larry L. Pfeil................ 54 Executive Vice President and
Director of Financial Services
Patricia A. Young............. 58 Executive Vice President,
Corporate Secretary and Director
of Marketing and Employment
Development
Roger R. Ludemann............. 48 Executive Vice President and
Director of Consumer Services
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(1) As of September 30, 1997.
(2) As of April 30, 1998 Roland P. Maaske retired and the position he held was
assumed by Gale R. Furnas, age 45 on May 1, 1998.
</TABLE>
2
<PAGE> 4
Each of the executive officers of the Bank will retain his/her office in
the converted Bank until their re- election at the annual meeting of the Board
of Directors of the Bank, held immediately after the first annual meeting of
stockholders subsequent to the Conversion, and until their successors are
elected and qualified or until they resign, retire, or are removed or replaced.
Officers are subject to re-election by the Board of Directors annually.
BIOGRAPHICAL INFORMATION
DIRECTORS
LAVERN F. ROSCHEWSKI currently serves as Chairman of the Board. Mr.
Roschewski was elected Chairman of the Board and Chief Executive Officer of the
Bank on January 1, 1994, after serving as President and Chief Operating Officer
since January 1984. Effective January 1, 1996, he retired from the position of
Chief Executive Officer. Mr. Roschewski joined the Bank in 1956 and has served
as Internal Auditor, Treasurer, Senior Vice President, Executive Vice President,
Chief Executive Officer and Chairman.
GILBERT G. LUNDSTROM joined the Bank as President, Chief Operating
Officer, and Director on January 1, 1994. Mr. Lundstrom was an attorney and a
managing partner for the Lincoln, Nebraska law firm of Woods & Aitken, where he
practiced law for 25 years. The law firm served as the Bank's general counsel
for the previous seven years. He assumed the additional duties of Chief
Executive Officer on January 1, 1996, and currently serves as an elected
director of the FHLB. Mr. Lundstrom is also a founding director of the National
Council of Federal Home Loan Banks and serves on the Board of Directors of
several for-profit and not-for-profit corporations.
CAMPBELL MCCONNELL is a Professor Emeritus of the Economics Department of
the University of Nebraska-Lincoln. He retired from the University of
Nebraska-Lincoln in 1990.
ANN LINDLEY SPENCE is the retired President of Spence Title Services,
Inc., a title insurance company located in Omaha, Nebraska.
JOYCE PERSON POCRAS was the Bank's Internal Auditor until her retirement
in 1993.
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
EUGENE B. WITKOWICZ currently serves as Executive Vice President,
Treasurer, Chief Financial Officer and Director of Finance of the Bank, and is
responsible for managing the corporation's financial administration, investment
portfolio, and budgeting. He began his career at the Bank in 1971 as an Internal
Auditor. He has also served as Controller and Fiscal Department Manager.
ROLAND P. MAASKE is responsible for the Bank's lending operations. Mr.
Maaske began his career at the Bank in 1961 as a loan trainee and advanced to
become Senior Vice President and Director of Lending in 1981. Mr. Maaske was
promoted to Executive Vice President in 1984.
LARRY L. PFEIL joined the Bank in 1971 as Branch Manager for the Fairbury
office and currently serves as Executive Vice President and Director of
Financial Services. Mr. Pfeil is responsible for the
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savings operation and data processing support for the Bank. He has also served
as the Director of Lincoln Area Operations and Director of Central Area
Operations.
PATRICIA A. YOUNG joined the Bank in 1958 as a secretary in the
Insurance/Personnel Department. As Executive Vice President, Corporate Secretary
and Director of Marketing and Employment Development, Ms. Young is responsible
for the Bank's marketing, advertising, public relations, market research, and
employee training. Ms. Young has also served as Corporate Secretary to the Board
of Directors since 1971.
ROGER R. LUDEMANN joined the Bank in 1995 as Senior Vice President,
Director of Consumer Services. He was promoted to Executive Vice President in
September 1997. He is responsible for the overall development and coordination
of retail banking activities. Prior to joining the Bank, Mr. Ludemann served for
two years as President of Cross Financial Group, and has also served as Senior
Vice President of Retail Banking for American Charter.
4
